Common use of Withholding Tax Exemption Clause in Contracts

Withholding Tax Exemption. (a) All payments hereunder and under any of the other Loan Documents shall be made free and clear of and without any deduction for or on account of any tax, levy, deduction, withholding, or other similar charge of whatever nature (a “Tax”), unless otherwise required by law. If any applicable law (as determined in the good faith discretion of a Borrower or the Administrative Agent (each a “Withholding Agent”), as applicable, and including, for purposes of this Section 2.12, FATCA) requires the deduction or withholding of any Tax from any payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law. Except as otherwise provided in Section 2.12(c), if any Taxes are imposed and required by law to be paid or withheld from any amount payable to any Bank, but excluding (i) any Tax or branch profits Tax imposed on or measured by the net income of a Bank or its lending office by the jurisdiction in which such Bank is incorporated or has its principal office or such lending office, (ii) any Tax imposed as a result of a present or former connection between such Bank or applicable lending office and the jurisdiction imposing such Tax, other than a connection arising solely under the Loan Documents, (iii) any U.S. federal withholding Tax imposed on amounts payable to or for the account of such Bank with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (x) such Bank becomes a party hereto (other than pursuant to an assignment requested by the Borrowers under Section 2.15) or (y) such Bank changes its lending office, except in each case to the extent that such amounts were payable either to such Bank’s assignor immediately before such Bank became a party hereto or such Bank immediately before it changed its lending office, (iv) any Tax attributable to such Bank’s failure to comply with Section 2.12(b), and (v) any U.S. federal withholding Tax imposed under FATCA (each such non-excluded Tax for the purposes of this Section, a “Section 2.12(a) Tax”) imposed by the United States of America, or any political subdivision or taxing authority thereof or therein, then the borrowing Borrower upon the request of such Bank shall increase the amount of such payment so that such Bank will receive a net amount (after deduction of all Section 2.12(a) Taxes) equal to the amount due hereunder and, as promptly as possible thereafter, send such Bank evidence showing payment thereof.

Withholding Tax Exemption. (a) All Each Lender that is not incorporated or otherwise formed under the laws of the U.S. or a state thereof agrees that it 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 the Borrower and the Administrative Agent, two duly completed copies of U.S. Internal Revenue Service Form W-8ECI or W-8BEN or other equivalent successor form, as appropriate, certifying in any case that such Lender is entitled to receive payments hereunder and from the Borrower under any of the other Loan Documents shall be made free and clear of and Document without any deduction for or on account of any tax, levy, deduction, withholding, or other similar charge of whatever nature (a “Tax”), unless otherwise required by law. If any applicable law (as determined in the good faith discretion of a Borrower or the Administrative Agent (each a “Withholding Agent”), as applicable, and including, for purposes of this Section 2.12, FATCA) requires the deduction or withholding of any Tax from any payment by U.S. federal income taxes. Each Lender which so delivers a Withholding Form W-8ECI or W-8BEN or other equivalent successor form, as appropriate, further undertakes to deliver to the Borrower and the Administrative Agent, then two additional copies of such form (or a successor form) on or before the applicable Withholding Agent shall date such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent 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 make such receive payments from the Borrower under any Loan Document without deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law. Except as otherwise provided in Section 2.12(c), if any Taxes are imposed and required by law to be paid or withheld from any amount payable to any Bank, but excluding (i) any Tax or branch profits Tax imposed on or measured by the net income of a Bank or its lending office by the jurisdiction in which such Bank is incorporated or has its principal office or such lending office, (ii) any Tax imposed as a result of a present or former connection between such Bank or applicable lending office and the jurisdiction imposing such Tax, other than a connection arising solely under the Loan Documents, (iii) any U.S. federal withholding Tax imposed on amounts payable income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to or for the account of such Bank with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (x) any such Bank becomes a party hereto (other than pursuant 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 an assignment requested by it and such Lender advises the Borrowers under Section 2.15) Borrower and the Administrative Agent that it is not capable of receiving such payments without any deduction or (y) such Bank changes its lending office, except in each case to the extent that such amounts were payable either to such Bank’s assignor immediately before such Bank became a party hereto or such Bank immediately before it changed its lending office, (iv) any Tax attributable to such Bank’s failure to comply with Section 2.12(b), and (v) any withholding of U.S. federal withholding Tax imposed under FATCA (each such non-excluded Tax for the purposes of this Section, a “Section 2.12(a) Tax”) imposed by the United States of America, or any political subdivision or taxing authority thereof or therein, then the borrowing Borrower upon the request of such Bank shall increase the amount of such payment so that such Bank will receive a net amount (after deduction of all Section 2.12(a) Taxes) equal to the amount due hereunder and, as promptly as possible thereafter, send such Bank evidence showing payment thereofincome tax.

Withholding Tax Exemption. (a) All payments hereunder and Each Lender that is not incorporated or otherwise formed under any the laws of the other Loan Documents shall be made free and clear of and without any deduction for U.S. or a state thereof agrees that it will, prior to or on account of any taxor 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, levy, deduction, withholding, or other similar charge of whatever nature (a “Tax”), unless otherwise required by law. If any applicable law (as determined in deliver to the good faith discretion of a Borrower or and the Administrative Agent (each a “Withholding Agent”)two duly completed copies of U.S. Internal Revenue Service Form W-8ECI or W-8BEN or other equivalent successor form, as applicableappropriate, and including, for purposes of this Section 2.12, FATCA) requires certifying in any case that such Lender is entitled to receive payments from the Borrower under any Loan Document without deduction or withholding of any Tax from U.S. federal income taxes. Each Lender which so delivers a Form W-8ECI or W-8BEN or other equivalent successor form, as appropriate, further undertakes to deliver to the Borrower and the Administrative Agent two additional copies of such form (or a successor form) on or before the date such form expires or becomes obsolete or after the occurrence of any payment event requiring a change in the most recent form so delivered by a Withholding it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower or the Administrative Agent, then the applicable Withholding Agent shall be in each case certifying that such Lender is entitled to make such receive payments from the Borrower under any Loan Document without deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law. Except as otherwise provided in Section 2.12(c), if any Taxes are imposed and required by law to be paid or withheld from any amount payable to any Bank, but excluding (i) any Tax or branch profits Tax imposed on or measured by the net income of a Bank or its lending office by the jurisdiction in which such Bank is incorporated or has its principal office or such lending office, (ii) any Tax imposed as a result of a present or former connection between such Bank or applicable lending office and the jurisdiction imposing such Tax, other than a connection arising solely under the Loan Documents, (iii) any U.S. federal withholding Tax imposed on amounts payable income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to or for the account of such Bank with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (x) any such Bank becomes a party hereto (other than pursuant 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 an assignment requested by it and such Lender advises the Borrowers under Section 2.15) Borrower and the Administrative Agent that it is not capable of receiving such payments without any deduction or (y) such Bank changes its lending office, except in each case to the extent that such amounts were payable either to such Bank’s assignor immediately before such Bank became a party hereto or such Bank immediately before it changed its lending office, (iv) any Tax attributable to such Bank’s failure to comply with Section 2.12(b), and (v) any withholding of U.S. federal withholding Tax imposed under FATCA (each such non-excluded Tax for the purposes of this Section, a “Section 2.12(a) Tax”) imposed by the United States of America, or any political subdivision or taxing authority thereof or therein, then the borrowing Borrower upon the request of such Bank shall increase the amount of such payment so that such Bank will receive a net amount (after deduction of all Section 2.12(a) Taxes) equal to the amount due hereunder and, as promptly as possible thereafter, send such Bank evidence showing payment thereofincome tax.

Withholding Tax Exemption. Each Bank that is not incorporated under the laws of the United States of America or a state thereof agrees that it will deliver to the Borrower and the Agent two duly completed copies of United States Internal Revenue Service Form W-8IMY (a) All properly completed with applicable attachments, including applicable W-9's, W-8BEN's, W-8ECI's and W-8EXP's, in each case certifying that each beneficial owner of the payments hereunder and under any of the other Loan Documents shall be made free and clear of and Document is entitled to receive payments under such Loan Document without any deduction for or on account of any tax, levy, deduction, withholding, or other similar charge of whatever nature (a “Tax”), unless otherwise required by law. If any applicable law (as determined in the good faith discretion of a Borrower or the Administrative Agent (each a “Withholding Agent”), as applicable, and including, for purposes of this Section 2.12, FATCA) requires the deduction or withholding of any Tax from United States federal income taxes, and withholding statements), W-8BEN or W-8ECI, or any payment by a Withholding other applicable form reasonably acceptable to Borrower and Agent, then the applicable Withholding Agent shall be certifying in each case that such Bank is entitled to make such receive payments from the Borrower under any Loan Document without deduction or withholding of any United States federal income taxes. Each Bank which so delivers a Form W-8IMY (properly completed with applicable attachments, including applicable W-9's, W-8BEN's, W-8ECI's , W-8EXP's and shall timely pay the full amount deducted withholding statements), W-8BEN or withheld W-8ECI, or any other applicable form reasonably acceptable to Borrower and Agent further undertakes to deliver to the relevant Governmental Authority in accordance with applicable law. Except as otherwise provided in Section 2.12(c), if any Taxes are imposed Borrower and required by law to be paid the Agent two (2) additional copies of such form (or withheld from any amount payable to any Bank, but excluding (ia successor form) any Tax or branch profits Tax imposed on or measured before the date such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the net income of a Bank Borrower or its lending office by the jurisdiction Agent, in which each case certifying that such Bank is incorporated entitled to receive payments from the Borrower under any Loan Document without deduction or has its principal office or such lending officewithholding of any United States federal income taxes, (ii) any Tax imposed as a result of a present or former connection between and in the case where such Bank or applicable lending office and the jurisdiction imposing such Taxhas delivered a Form W-8IMY, other than a connection arising solely under the Loan Documents, (iii) any U.S. federal withholding Tax imposed on amounts payable to or for the account of such Bank with respect 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 such Loan Document without deduction or withholding of any United States federal income taxes, unless an applicable interest event (including, without limitation, any change in a Loan treaty, law, interpretation, or Commitment pursuant regulation) has occurred prior to a law in effect on the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Bank from duly completing and delivering any such form with respect to it and applicable beneficial owners (xa "Tax Law Change") and such 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 a party hereto subject to any deduction or withholding (other than pursuant to an assignment requested by within the Borrowers under meaning of Section 2.155.9) or (y) such Bank changes its lending office, except in each case to the extent that such amounts were payable either to such Bank’s assignor immediately before such Bank became a party hereto or such Bank immediately before it changed its lending office, (iv) because of any Tax attributable to such Bank’s failure to comply with Section 2.12(b), and (v) any U.S. federal withholding Tax imposed under FATCA (each such non-excluded Tax for the purposes of this Section, a “Section 2.12(a) Tax”) imposed by the United States of America, or any political subdivision or taxing authority thereof or therein, then the borrowing Borrower upon the request of such Bank shall increase the amount of such payment so that such Bank will receive a net amount (after deduction of all Section 2.12(a) Taxes) equal to the amount due hereunder and, as promptly as possible thereafter, send such Bank evidence showing payment thereofLaw Change.

Withholding Tax Exemption. (a) All payments hereunder and under any of the other Loan Documents shall be made free and clear of and without any deduction for or on account of any tax, levy, deduction, withholding, or other similar charge of whatever nature (a “Tax”), unless otherwise required by law. If any applicable law (as determined in the good faith discretion of a Borrower or the Administrative Agent (each a “Withholding Agent”), as applicable, and including, for purposes of this Section 2.12, FATCA) requires the deduction or withholding of any Tax from any payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law. Except as otherwise provided in Section 2.12(c), if any Taxes are imposed and required by law to be paid or withheld from any amount payable to any Bank, but excluding (i) any Tax or branch profits Tax imposed on or measured by the net income (however denominated) of a Bank or its lending office by the jurisdiction in which such Bank is incorporated or has its principal office or such lending office, (ii) any Tax imposed as a result of a present or former connection between such Bank or applicable lending office and the jurisdiction imposing such Tax, other than a connection arising solely under the Loan Documents, (iii) any U.S. federal withholding Tax imposed on amounts payable to or for the account of such Bank with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (x) such Bank becomes a party hereto (other than pursuant to an assignment requested by the Borrowers under Section 2.15) or (y) such Bank changes its lending office, except in each case to the extent that such amounts were payable either to such Bank’s assignor immediately before such Bank became a party hereto or such Bank immediately before it changed its lending office, (iv) any Tax attributable to such a Bank’s or Participant’s failure to comply with Section 2.12(b), and (v) any U.S. federal withholding Tax imposed under FATCA (each such non-excluded Tax for the purposes of this SectionSection 2.12, a “Section 2.12(a) Tax”) imposed by the United States of America, or any political subdivision or taxing authority thereof or therein, then the borrowing Borrower upon the request of such Bank shall increase the amount of such payment so that such Bank will receive a net amount (after deduction of all Section 2.12(a) Taxes) equal to the amount due hereunder and, as promptly as possible thereafter, send such Bank evidence showing payment thereof.

Withholding Tax Exemption. At least five Business Days prior to the first date for payment of interest or fees hereunder to a Foreign Lender, the Foreign Lender shall, if applicable, deliver to the Borrowers and the Agents two duly completed copies of IRS Form W-8BEN or W-8ECI (a) All payments hereunder and under or any of the other Loan Documents shall be made free and clear of and without any deduction for subsequent replacement or on account of any tax, levy, deduction, withholding, or other similar charge of whatever nature (a “Tax”substitute form therefor), unless otherwise required by law. If any applicable law (as determined in the good faith discretion certifying that such Lender can receive payment of a Borrower or the Administrative Agent (each a “Withholding Agent”), as applicable, and including, for purposes of this Section 2.12, FATCA) requires the Obligations without deduction or withholding of any Tax from United States federal income taxes. Each Foreign Lender shall deliver to the Borrowers and the Agents two additional copies of such form before the preceding form expires or becomes obsolete or after the occurrence of any event requiring a change in the form, as well as any amendments, extensions or renewals thereof as may be reasonably requested by the Borrowers or the Agents, in each case, certifying that the Foreign Lender can receive payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such of Obligations without deduction or withholding of any such taxes, unless an event (including any change in treaty or law) has occurred that renders such forms inapplicable or prevents the Foreign Lender from certifying that it can receive payments without deduction or withholding of such 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, the Applicable Agent may withhold taxes from payments to such Foreign Lender at the applicable statutory and treaty rates, and the Borrowers shall timely not be required to pay the full amount deducted any additional amounts under Section 5.8 or withheld to the relevant Governmental Authority in accordance with applicable law. Except as otherwise provided in this Section 2.12(c), if any Taxes are imposed and required by law to be paid or withheld from any amount payable to any Bank, but excluding (i) any Tax or branch profits Tax imposed on or measured by the net income of a Bank or its lending office by the jurisdiction in which such Bank is incorporated or has its principal office or such lending office, (ii) any Tax imposed 5.9 as a result of a present such withholding. Each Lender or former connection between such Bank or applicable lending office and the jurisdiction imposing such Tax, other than a connection arising solely Agent that is organized under the Loan Documents, (iii) any U.S. federal withholding Tax imposed on amounts payable to or for the account laws of such Bank with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (x) such Bank becomes a party hereto (other than pursuant to an assignment requested by the Borrowers under Section 2.15) or (y) such Bank changes its lending office, except in each case to the extent that such amounts were payable either to such Bank’s assignor immediately before such Bank became a party hereto or such Bank immediately before it changed its lending office, (iv) any Tax attributable to such Bank’s failure to comply with Section 2.12(b), and (v) any U.S. federal withholding Tax imposed under FATCA (each such non-excluded Tax for the purposes of this Section, a “Section 2.12(a) Tax”) imposed by the United States of AmericaStates, or any political subdivision state or taxing authority district thereof or therein, then the borrowing Borrower upon the request of such Bank shall increase the amount of such payment so that such Bank will receive a net amount (after deduction of all Section 2.12(a) Taxes) equal provide to the amount due hereunder andUS Borrower (and in the case of a Lender, to the Applicable Agent) two duly executed copies of IRS Form W-9. In the event that any Lender or any Agent does not comply with the requirements of this Section 5.9, the relevant Borrower may withhold taxes from payments to such Lender or such Agent as promptly required by Applicable Law. In the event of the resignation of the Applicable Agent pursuant to Section 12.8 hereunder, the successor Applicable Agent shall be subject to the provisions of this Section 5.9 in the same manner as possible thereaftera its predecessor Applicable Agent, send and shall be required to provide the appropriate IRS Form W-8BEN or W-8ECI to the US Borrower as required in this Section 5.9. In the event that the successor Applicable Agent does not comply with the requirements of this Section 5.9, the Borrowers may withhold taxes from payments to such Bank evidence showing payment thereofsuccessor Applicable Agent as required by Applicable Law.

Withholding Tax Exemption. (a) All payments hereunder and under any of the other Loan Documents shall be made free and clear of and without any deduction for or on account of any tax, levy, deduction, withholding, or other similar charge of whatever nature (a “Tax”), unless otherwise required by law. If any applicable law (as determined in the good faith discretion of a Borrower or the Administrative Agent (each a “Withholding Agent”), as applicable, and including, for purposes of this Section 2.12, including FATCA) requires the deduction or withholding of any Tax from any payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law. Except as otherwise provided in Section 2.12(c2.13(c), if any Taxes are imposed and required by law to be paid or withheld from any amount payable to any Bank, but excluding (i) any Tax or branch profits Tax imposed on or measured by the net income of a Bank or its lending office by the jurisdiction in which such Bank is incorporated or has its principal office or such lending office, (ii) any Tax imposed as a result of a present or former connection between such Bank or applicable lending office and the jurisdiction imposing such Tax, other than a connection arising solely under the Loan Documents, (iii) any U.S. federal withholding Tax imposed on amounts payable to or for the account of such Bank with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (x) such Bank becomes a party hereto (other than pursuant to an assignment requested by the Borrowers Borrower under Section 2.152.16) or (y) such Bank changes its lending office, except in each case to the extent that such amounts were payable either to such Bank’s assignor immediately before such Bank became a party hereto or such Bank immediately before it changed its lending office, (iv) any Tax attributable to such Bank’s failure to comply with Section 2.12(b2.13(b), and (v) any U.S. federal withholding Tax imposed under FATCA (each such non-excluded Tax for the purposes of this Section, a “Section 2.12(a2.13(a) Tax”) imposed by the United States of America, or any political subdivision or taxing authority thereof or therein, then the borrowing Borrower upon the request of such Bank shall increase the amount of such payment so that such Bank will receive a net amount (after deduction of all Section 2.12(a2.13(a) Taxes) equal to the amount due hereunder and, as promptly as possible thereafter, send such Bank evidence showing payment thereof.

Withholding Tax Exemption. At least five (a5) All payments hereunder and under any of the other Loan Documents shall be made free and clear of and without any deduction for or on account of any tax, levy, deduction, withholding, or other similar charge of whatever nature (a “Tax”), unless otherwise required by law. If any applicable law (as determined in the good faith discretion of a Borrower or the Administrative Agent (each a “Withholding Agent”), as applicable, and including, for purposes of this Section 2.12, FATCA) requires the deduction or withholding of any Tax from any payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld Business Days prior to the relevant Governmental Authority in accordance with applicable law. Except as otherwise provided in Section 2.12(c), if any Taxes first date on which interest or fees are imposed and required by law to be paid or withheld from any amount payable to any Bank, but excluding (i) any Tax or branch profits Tax imposed on or measured by the net income of a Bank or its lending office by the jurisdiction in which such Bank is incorporated or has its principal office or such lending office, (ii) any Tax imposed as a result of a present or former connection between such Bank or applicable lending office and the jurisdiction imposing such Tax, other than a connection arising solely under the Loan Documents, (iii) any U.S. federal withholding Tax imposed on amounts payable to or hereunder for the account of such Bank with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on any Lender, each Lender (if any) that is not incorporated under the date on which (x) such Bank becomes a party hereto (other than pursuant to an assignment requested by the Borrowers under Section 2.15) or (y) such Bank changes its lending office, except in each case to the extent that such amounts were payable either to such Bank’s assignor immediately before such Bank became a party hereto or such Bank immediately before it changed its lending office, (iv) any Tax attributable to such Bank’s failure to comply with Section 2.12(b), and (v) any U.S. federal withholding Tax imposed under FATCA (each such non-excluded Tax for the purposes laws of this Section, a “Section 2.12(a) Tax”) imposed by the United States of America, or a state thereof (each, a "Non-U.S. Lender"), agrees that it will deliver to Borrower and Administrative Agent two (2) duly completed copies of United States Internal Revenue Service Form W-8BEN or W-8ECI, certifying in either case that such Lender is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any political subdivision United States federal taxes and an Internal Revenue Service Form W-8 or taxing authority W-9, certifying that such Lender is entitled to a complete exemption from United States backup withholding tax. Each Non-U.S. Lender further undertakes to deliver to Borrower and Administrative Agent (x) renewals or additional copies of such form (or a successor form) on or before the date that such form expires or becomes obsolete and (y) after the occurrence of any event requiring a change in the most recent forms so delivered by it, additional forms or amendments thereto or extensions or renewals thereof as may be reasonably requested by Borrower or thereinAdministrative Agent. All forms or amendments or renewals provided for in 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 taxes, then unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the borrowing 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 Borrower upon and Administrative Agent that it is not capable of receiving payments without any deduction or withholding of United States federal tax. If a Lender does not provide duly executed forms to Borrower and Administrative Agent within the time periods set forth in the preceding paragraph, Borrower or Administrative Agent shall (to the extent Borrower has not already done so) withhold taxes from payments to such Lender at the applicable statutory rates and Borrower shall not be required to pay any additional amounts as a result of such withholding. Upon the reasonable request of such Bank Borrower or Administrative Agent, each Lender that has not provided the forms or other documents, as provided above, on the basis of being a "United States person," shall increase the amount of such payment so that such Bank will receive submit to Borrower and Administrative Agent a net amount (after deduction of all Section 2.12(a) Taxes) equal certificate or other evidence to the amount due hereunder and, as promptly as possible thereafter, send effect that it is such Bank evidence showing payment thereofa "United States person."

Withholding Tax Exemption. (a) All payments hereunder and Each Lender that is not created or organized under any the laws of the other Loan Documents United States of America or a political subdivision thereof shall deliver to Borrower and Agent no later than the Closing Date (or, in the case of a Lender which becomes a Lender pursuant to Section 11.13, the date upon which such Lender becomes a party hereto) a true and accurate certificate executed in duplicate by a duly authorized officer of such Lender, in a form satisfactory to Borrower and Agent, to the effect that such Lender is capable, under the provisions of an applicable treaty concluded by the United States of America (in which case the certificate shall be made free accompanied by three (3) accurate and clear complete duly executed originals of Form W-8BEN of the Internal Revenue Service) or under Section 1442 of the Internal Revenue Code (in which case the certificate shall be accompanied by three (3) accurate and without any deduction for or on account complete duly executed originals of any tax, levy, deduction, withholding, or other similar charge Form W-8ECI of whatever nature (a “Tax”the Internal Revenue Service), unless otherwise required by law. If any applicable law (as determined in the good faith discretion of a Borrower or the Administrative Agent (each a “Withholding Agent”)receiving payments of principal, as applicable, interest and including, for purposes of this Section 2.12, FATCA) requires the fees hereunder without deduction or withholding of any Tax from any payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable lawUnited States federal income tax. Except as otherwise provided in Section 2.12(c)Further, if at any Taxes are imposed and required by law to be paid or withheld from any amount payable to any Bank, but excluding (i) any Tax or branch profits Tax imposed on or measured by the net income of time a Bank or Lender changes its applicable lending office by the jurisdiction in which such Bank is incorporated or has its principal office or such selects an additional applicable lending office, it shall, at the same time or promptly thereafter, but only to the extent the certificate and forms previously delivered by it hereunder are no longer applicable or effective, deliver to Borrower and Agent in replacement for, or in addition to, the certificate and forms previously delivered by it hereunder, a true and accurate certificate executed in duplicate by a duly authorized officer of such Lender accompanied by three (ii3) any Tax imposed as a result accurate and complete duly executed originals of a present either Form W-8BEN of the Internal Revenue Service or former connection between Form W-8ECI of the Internal Revenue Service, whichever is applicable, indicating that such Bank or applicable lending office Lender is entitled to receive payments of principal, interest and the jurisdiction imposing such Tax, other than a connection arising solely under the Loan Documents, (iii) any U.S. federal withholding Tax imposed on amounts payable to or fees for the account of such Bank with respect changed or additional applicable lending office under this Agreement without deduction or withholding of United States federal tax. Each Lender further agrees to an applicable interest deliver to Borrower and Agent a true and accurate certificate executed in duplicate by a duly authorized officer of such Lender accompanied by three (3) accurate and complete duly executed originals of either Form W-8BEN of the Internal Revenue Service or Form W-8ECI of the Internal Revenue Service, whichever is appropriate, substantially in a Loan form satisfactory to Borrower and Agent, before or Commitment promptly upon the occurrence of any event requiring a change in the most recent certificate or Internal Revenue Service form previously delivered by it to Borrower and Agent pursuant to this Section 2.03(j). Further, each Lender which delivers a law certificate accompanied by Form W-8BEN of the Internal Revenue Service covenants and agrees to deliver to Borrower and Agent within fifteen (15) days prior to January 1, 2005, and every third (3rd) anniversary of such date thereafter, on which this Agreement is still in effect, another such certificate and three (3) accurate and complete original signed copies of Form W-8BEN (or any successor form or forms required under the Internal Revenue Code or the applicable regulations promulgated thereunder), and each Lender that delivers a certificate accompanied by Form W-8ECI of the Internal Revenue Service covenants and agrees to deliver to Borrower and Agent within fifteen (15) days prior to the beginning of each subsequent taxable year of such Lender during which this Agreement is still in effect, another such certificate and three (3) accurate and complete original signed copies of Internal Revenue Service Form W-8ECI (or any successor form or forms required under the Internal Revenue Code or the applicable regulations promulgated hereunder). If (i) any Lender is required under this Section 2.03(j) to provide a certificate or other evidence described above and fails to deliver to Borrower and Agent such certificate or other evidence or (ii) any Lender delivers a certificate to the effect on that, as a result of the adoption of or any change in any law, treaty, rule, regulation, guideline or determination of a Governmental Authority after the date on which (x) such Bank becomes Lender became a party hereto (hereto, such Lender is not capable of receiving payments of interest hereunder without deduction or withholding of United States federal income tax as specified therein and that it is not capable of recovering the full amount of the same from a source other than pursuant to an assignment requested by the Borrowers under Section 2.15) or (y) such Bank changes its lending officeBorrower, except in each case then, to the extent that required by law, as the sole consequence of such amounts were payable either Lender's failure to deliver the certificate described in (i) above or such Lender's delivery of the certificate described in (ii) above, Borrower shall be entitled to deduct or withhold taxes from the payments owed to such Bank’s assignor immediately before such Bank became a party hereto or such Bank immediately before it changed its lending office, (iv) any Tax attributable to such Bank’s failure to comply with Section 2.12(b), and (v) any U.S. federal withholding Tax imposed under FATCA (each such non-excluded Tax for the purposes of this Section, a “Section 2.12(a) Tax”) imposed by the United States of America, or any political subdivision or taxing authority thereof or therein, then the borrowing Borrower upon the request of such Bank shall increase the amount of such payment so that such Bank will receive a net amount (after deduction of all Section 2.12(a) Taxes) equal to the amount due hereunder and, as promptly as possible thereafter, send such Bank evidence showing payment thereofLender.

Withholding Tax Exemption. (a) All payments hereunder and Each Lender that is not incorporated or otherwise formed under any the laws of the other Loan Documents shall be made free and clear of and without any deduction for U.S. or a state thereof agrees that it will, prior to or on account of any taxor about the Restatement Effective Date or the date upon which it initially becomes a party to this Agreement and if it is legally able to do so, levy, deduction, withholding, or other similar charge of whatever nature (a “Tax”), unless otherwise required by law. If any applicable law (as determined in deliver to the good faith discretion of a Borrower or and the Administrative Agent (each a “Withholding Agent”)two duly completed copies of U.S. Internal Revenue Service Form W-8BEN, W-8EIC or W-8 or other equivalent documents, as applicableappropriate, and including, for purposes of this Section 2.12, FATCA) requires certifying in any case that such Lender is entitled to receive payments from the Borrower under any Loan Document without deduction or withholding of any Tax from any payment by U.S. federal income taxes. Each Lender which so delivers a Withholding Form W-8BEN, W-8EIC or W-8 or other equivalent documents, as appropriate, further undertakes to deliver to the Borrower and the Administrative Agent, then to the applicable Withholding Agent shall extent it may legally do so, two additional copies of such form (or a successor form) on or before the date such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent 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 make such receive payments from the Borrower under any Loan Document without deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law. Except as otherwise provided in Section 2.12(c), if any Taxes are imposed and required by law to be paid or withheld from any amount payable to any Bank, but excluding (i) any Tax or branch profits Tax imposed on or measured by the net income of a Bank or its lending office by the jurisdiction in which such Bank is incorporated or has its principal office or such lending office, (ii) any Tax imposed as a result of a present or former connection between such Bank or applicable lending office and the jurisdiction imposing such Tax, other than a connection arising solely under the Loan Documents, (iii) any U.S. federal withholding Tax imposed on amounts payable income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to or for the account of such Bank with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (x) any such Bank becomes a party hereto (other than pursuant 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 an assignment requested by it and such Lender advises the Borrowers under Section 2.15) Borrower and the Administrative Agent that it is not capable of receiving such payments without any deduction or (y) such Bank changes its lending office, except in each case to the extent that such amounts were payable either to such Bank’s assignor immediately before such Bank became a party hereto or such Bank immediately before it changed its lending office, (iv) any Tax attributable to such Bank’s failure to comply with Section 2.12(b), and (v) any withholding of U.S. federal withholding Tax imposed under FATCA (each such non-excluded Tax for the purposes of this Section, a “Section 2.12(a) Tax”) imposed by the United States of America, or any political subdivision or taxing authority thereof or therein, then the borrowing Borrower upon the request of such Bank shall increase the amount of such payment so that such Bank will receive a net amount (after deduction of all Section 2.12(a) Taxes) equal to the amount due hereunder and, as promptly as possible thereafter, send such Bank evidence showing payment thereofincome tax.

Withholding Tax Exemption. (a) All payments hereunder and Each Lender that is not created or organized under any the laws of the other Loan Documents United States of America or a political subdivision thereof shall deliver to Borrower and Agent no later than the Closing Date (or, in the case of a Lender which becomes a Lender pursuant to Section 11.13, the date upon which such Lender becomes a party hereto) a true and accurate certificate executed in duplicate by a duly authorized officer of such Lender, in a form satisfactory to Borrower and Agent, to the effect that such Lender is capable, under the provisions of an applicable treaty concluded by the United States of America (in which case the certificate shall be made free accompanied by three (3) accurate and clear complete duly executed originals of Form W-8BEN of the Internal Revenue Service) or under Section 1442 of the Internal Revenue Code (in which case the certificate shall be accompanied by three (3) accurate and without any deduction for or on account complete duly executed originals of any tax, levy, deduction, withholding, or other similar charge Form W-8ECI of whatever nature (a “Tax”the Internal Revenue Service), unless otherwise required by law. If any applicable law (as determined in the good faith discretion of a Borrower or the Administrative Agent (each a “Withholding Agent”)receiving payments of principal, as applicable, interest and including, for purposes of this Section 2.12, FATCA) requires the fees hereunder without deduction or withholding of any Tax from any payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable lawUnited States federal income tax. Except as otherwise provided in Section 2.12(c)Further, if at any Taxes are imposed and required by law to be paid or withheld from any amount payable to any Bank, but excluding (i) any Tax or branch profits Tax imposed on or measured by the net income of time a Bank or Lender changes its applicable lending office by the jurisdiction in which such Bank is incorporated or has its principal office or such selects an additional applicable lending office, it shall, at the same time or promptly thereafter, but only to the extent the certificate and forms previously delivered by it hereunder are no longer applicable or effective, deliver to Borrower and Agent in replacement for, or in addition to, the certificate and forms previously delivered by it hereunder, a true and accurate certificate executed in duplicate by a duly authorized officer of such Lender accompanied by three (ii3) any Tax imposed as a result accurate and complete duly executed originals of a present either Form W-8BEN of the Internal Revenue Service or former connection between Form W-8ECI of the Internal Revenue Service, whichever is applicable, indicating that such Bank or applicable lending office Lender is entitled to receive payments of principal, interest and the jurisdiction imposing such Tax, other than a connection arising solely under the Loan Documents, (iii) any U.S. federal withholding Tax imposed on amounts payable to or fees for the account of such Bank with respect changed or additional applicable lending office under this Agreement without deduction or withholding of United States federal tax. Each Lender further agrees to an applicable interest deliver to Borrower and Agent a true and accurate certificate executed in duplicate by a duly authorized officer of such Lender accompanied by three (3) accurate and complete duly executed originals of either Form W-8BEN of the Internal Revenue Service or Form W-8ECI of the Internal Revenue Service, whichever is appropriate, substantially in a Loan form satisfactory to Borrower and Agent, before or Commitment promptly upon the occurrence of any event requiring a change in the most recent certificate or Internal Revenue Service form previously delivered by it to Borrower and Agent pursuant to this Section 2.03(j). Further, each Lender which delivers a law certificate accompanied by Form W-8BEN of the Internal Revenue Service covenants and agrees to deliver to Borrower and Agent within fifteen (15) days prior to January 1, 2003, and every third (3rd) anniversary of such date thereafter, on which this Agreement is still in effect, another such certificate and three (3) accurate and complete original signed copies of Form W-8BEN (or any successor form or forms required under the Internal Revenue Code or the applicable regulations promulgated thereunder), and each Lender that delivers a certificate accompanied by Form W-8ECI of the Internal Revenue Service covenants and agrees to deliver to Borrower and Agent within fifteen (15) days prior to the beginning of each subsequent taxable year of such Lender during which this Agreement is still in effect, another such certificate and three (3) accurate and complete original signed copies of Internal Revenue Service Form W-8ECI (or any successor form or forms required under the Internal Revenue Code or the applicable regulations promulgated hereunder). If (i) any Lender is required under this Section 2.03(j) to provide a certificate or other evidence described above and fails to deliver to Borrower and Agent such certificate or other evidence or (ii) any Lender delivers a certificate to the effect on that, as a result of the adoption of or any change in any law, treaty, rule, regulation, guideline or determination of a Governmental Authority after the date on which (x) such Bank becomes Lender became a party hereto (hereto, such Lender is not capable of receiving payments of interest hereunder without deduction or withholding of United States federal income tax as specified therein and that it is not capable of recovering the full amount of the same from a source other than pursuant to an assignment requested by the Borrowers under Section 2.15) or (y) such Bank changes its lending officeBorrower, except in each case then, to the extent that required by law, as the sole consequence of such amounts were payable either Lender's failure to deliver the certificate described in (i) above or such Lender's delivery of the certificate described in (ii) above, Borrower shall be entitled to deduct or withhold taxes from the payments owed to such Bank’s assignor immediately before such Bank became a party hereto or such Bank immediately before it changed its lending office, (iv) any Tax attributable to such Bank’s failure to comply with Section 2.12(b), and (v) any U.S. federal withholding Tax imposed under FATCA (each such non-excluded Tax for the purposes of this Section, a “Section 2.12(a) Tax”) imposed by the United States of America, or any political subdivision or taxing authority thereof or therein, then the borrowing Borrower upon the request of such Bank shall increase the amount of such payment so that such Bank will receive a net amount (after deduction of all Section 2.12(a) Taxes) equal to the amount due hereunder and, as promptly as possible thereafter, send such Bank evidence showing payment thereofLender.

Withholding Tax Exemption. Each Lender which is not a United States person (aas such term is defined in Section 7701(a)(30) All payments hereunder and under any of the other Loan Documents shall be made free Code) agrees to deliver to Borrower and clear of and without any deduction for or on account of any tax, levy, deduction, withholding, or other similar charge of whatever nature (a “Tax”), unless otherwise required by law. If any applicable law (as determined in the good faith discretion of a Borrower or the Administrative Agent (each a “Withholding Agent”), as applicable, and including, for purposes of this Section 2.12, FATCA) requires the deduction on or withholding of any Tax from any payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld prior to the relevant Governmental Authority in accordance with applicable law. Except as otherwise provided in Section 2.12(c), if any Taxes are imposed and required by law to be paid or withheld from any amount payable to any Bank, but excluding Closing Date (i) any Tax two complete executed copies of Internal Revenue Service Form 4224 or branch profits Tax imposed on Form 1001 (or measured by the net income of a Bank successor forms thereto) certifying such Lender's entitlement to an exemption from United States withholding tax with respect to payment to be made under this Agreement or its lending office by the jurisdiction in which such Bank is incorporated or has its principal office or such lending office, (ii) any Tax imposed as if the Lender is not a result "bank" within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Form 4224 or Form 1001, a present certificate in a form approved by the Administrative Agent and two complete executed copies of Internal Revenue Service Form W-8 (or former connection between successor form thereto) certifying such Bank or applicable lending office Lender's entitlement to exemption from such withholding. In addition, each Lender agrees to deliver to Borrower and the jurisdiction imposing Administrative Agent updates or replacements to the foregoing forms and certificates from time to time when due to the lapse of time, the change in circumstances or otherwise, any such Taxform or certificate previously provided under this Section 2.5.4. shall become obsolete or inaccurate. Each Lender agrees to immediately notify Borrower and the Administrative Agent in the event that it is unable to certify that it is entitled to an exemption from withholding as aforesaid. Notwithstanding any provision of Section 2.5.3 or this Section 2.5.4. to the contrary, Borrower shall be entitled, to the extent required by any Requirement of Law, to deduct and withhold income or similar taxes imposed by the United States (or any other than a connection arising solely under the Loan DocumentsGovernmental Authority) from interest, (iii) any U.S. federal withholding Tax imposed on fees or other amounts payable to or hereunder for the account of such Bank with respect to an applicable interest in any Lender which is not a Loan or Commitment pursuant to a law in effect on the date on which United States person (xas defined above) such Bank becomes a party hereto (other than pursuant to an assignment requested by the Borrowers under Section 2.15) or (y) such Bank changes its lending office, except in each case for U.S. Federal income tax purposes to the extent that such Lender has not provided to Borrower forms establishing an exemption therefrom as aforesaid and Borrower shall not be obligated to pay any amounts were payable either to such Bank’s assignor immediately before such Bank became a party hereto under this Section 2.5.4. hereof in respect of income or such Bank immediately before it changed its lending office, (iv) any Tax attributable to such Bank’s failure to comply with Section 2.12(b), and (v) any U.S. federal withholding Tax imposed under FATCA (each such non-excluded Tax for the purposes of this Section, a “Section 2.12(a) Tax”) taxes imposed by the United States if any Lender has not provided the forms required to be provided pursuant to this Section 2.5.4. hereof or, in the case of Americaa payment, or other than interest, to a Lender to the extent that any political subdivision or taxing authority thereof or therein, then the borrowing Borrower upon the request such forms do not establish a complete exemption from withholding of such Bank shall increase the amount of such payment so that such Bank will receive a net amount (after deduction of all Section 2.12(a) Taxes) equal to the amount due hereunder and, as promptly as possible thereafter, send such Bank evidence showing payment thereoftaxes.

Withholding Tax Exemption. (a) All payments hereunder and under any of the other Loan Documents shall be made free and clear of and without any deduction for or on account of any tax, levy, deduction, withholding, or other similar charge of whatever nature (a “Tax”), unless otherwise required by law. If any applicable law (as determined in the good faith discretion of a Borrower or the Administrative Agent (each a “Withholding Agent”), as applicable, and including, for purposes of this Section 2.12, including FATCA) requires the deduction or withholding of any Tax from any payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law. Except as otherwise provided in Section 2.12(c2.13(c), if any Taxes are imposed and required by law to be paid or withheld from any amount payable to any Bank, but excluding (i) any Tax or branch profits Tax imposed on or measured by the net income of a Bank or its lending office by the jurisdiction in which such Bank is incorporated or has its principal office or such lending office, (ii) any Tax imposed as a result of a present or former connection between such Bank or applicable lending office and the jurisdiction imposing such Tax, other than a connection arising solely under the Loan Documents, (iii) any U.S. federal withholding Tax imposed on amounts payable to or for the account of such Bank with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (x) such Bank becomes a party hereto (other than pursuant to an assignment requested by the Borrowers Borrower under Section 2.152.16) or (y) such Bank changes its lending office, except in each case to the extent that such amounts were payable either to such Bank’s assignor immediately before such Bank became a party hereto or such Bank immediately before it changed its lending office, (iv) any Tax attributable to such Bank’s failure to comply with Section 2.12(b2.13(b), and (v) any U.S. federal withholding Tax imposed under FATCA (each such non-excluded Tax for the purposes of this Section, a “Section 2.12(a2.13(a) Tax”) imposed by the United States of America, or any political subdivision or taxing authority thereof or therein, then the borrowing Borrower upon the request of such Bank shall increase the amount of such payment so that such Bank will receive a net amount (after deduction of all Section 2.12(a2.13(a) Taxes) equal to the amount due hereunder and, as promptly as possible thereafter, send such Bank evidence showing payment thereof.

Withholding Tax Exemption. At least five Business Days prior to the first date for payment of interest or fees hereunder to a Foreign Lender, the Foreign Lender shall deliver to Borrowers and Agent two duly completed copies of IRS Form W-8BEN or W-8ECI (a) All payments hereunder and under or any of the other Loan Documents shall be made free and clear of and without any deduction for subsequent replacement or on account of any tax, levy, deduction, withholding, or other similar charge of whatever nature (a “Tax”substitute form therefor), unless otherwise required by law. If any applicable law (as determined in the good faith discretion certifying that such Lender can receive payment of a Borrower or the Administrative Agent (each a “Withholding Agent”), as applicable, and including, for purposes of this Section 2.12, FATCA) requires the Obligations without deduction or withholding of any Tax from United States federal income taxes. Each Foreign Lender shall deliver to Borrowers and Agent two additional copies of such form before the preceding form expires or becomes obsolete or after the occurrence of any payment event requiring a change in the form, as well as any amendments, extensions or renewals thereof as may be reasonably requested by a Withholding Borrowers or Agent, then in each case, certifying that the applicable Withholding Agent shall be entitled to make such Foreign Lender can receive payment of Obligations without deduction or withholding of any such taxes unless any change in treaty or law has occurred that renders such forms inapplicable or prevents the Foreign Lender from certifying that it can receive payments without deduction or withholding of such 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 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 timely not be required to pay the full amount deducted any additional amounts under Section 5.8 or withheld to the relevant Governmental Authority in accordance with applicable law. Except as otherwise provided in this Section 2.12(c), if any Taxes are imposed and required by law to be paid or withheld from any amount payable to any Bank, but excluding (i) any Tax or branch profits Tax imposed on or measured by the net income of a Bank or its lending office by the jurisdiction in which such Bank is incorporated or has its principal office or such lending office, (ii) any Tax imposed 5.9 as a result of a present such withholding. Each Lender or former connection between such Bank or applicable lending office and the jurisdiction imposing such Tax, other than a connection arising solely Agent that is organized under the Loan Documents, (iii) any U.S. federal withholding Tax imposed on amounts payable to or for the account laws of such Bank with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (x) such Bank becomes a party hereto (other than pursuant to an assignment requested by the Borrowers under Section 2.15) or (y) such Bank changes its lending office, except in each case to the extent that such amounts were payable either to such Bank’s assignor immediately before such Bank became a party hereto or such Bank immediately before it changed its lending office, (iv) any Tax attributable to such Bank’s failure to comply with Section 2.12(b), and (v) any U.S. federal withholding Tax imposed under FATCA (each such non-excluded Tax for the purposes of this Section, a “Section 2.12(a) Tax”) imposed by the United States of AmericaStates, or any political subdivision state or taxing authority district thereof or therein, then the borrowing Borrower upon the request of such Bank shall increase the amount of such payment so that such Bank will receive a net amount (after deduction of all Section 2.12(a) Taxes) equal provide to the amount due hereunder andBorrowers (and in the case of a Lender, to the Agent) two duly executed copies of IRS Form W-9. In the event that any Lender or Agent does not comply with the requirements of this Section 5.9, Borrowers may withhold taxes from payments to such Lender or Agent as promptly required by applicable law. In the event of the resignation or removal of the Agent pursuant to Section 12.8 hereunder, the successor Agent shall be subject to the provisions of this Section 5.9 in the same manner as possible thereaftera its predecessor Agent, send and shall be required to provide the appropriate IRS Form W-8BEN or W-8ECI to the Borrowers as required in this Section 5.9. In the event that the successor Agent does not comply with the requirements of this Section 5.9, Borrowers may withhold taxes from payments to such Bank evidence showing payment thereofsuccessor Agent as required by applicable law.

Withholding Tax Exemption. (a) All payments At least five Business Days prior to the first date for payment of interest or fees hereunder to a Foreign Lender, the Foreign Lender shall, if applicable, deliver to the US Borrower and under any of the other Loan Documents shall be made free and clear of and without any deduction for or on account of any tax, levy, deduction, withholding, or other similar charge of whatever nature (a “Tax”), unless otherwise required by law. If any applicable law (as determined in the good faith discretion of a Borrower or the Administrative Agent two duly completed copies of IRS Form W-8BEN, W-8BEN-E or W-8ECI (each a “Withholding Agent”or any subsequent replacement or substitute form therefor), as applicable, and including, for purposes certifying that such Lender can receive payment of this Section 2.12, FATCA) requires the Obligations without deduction or withholding of any Tax from United States federal income taxes. Each Foreign Lender shall deliver to the US Borrower and the Administrative Agent two additional copies of such form before the preceding form expires or becomes obsolete or after the occurrence of any payment event requiring a change in the form, as well as any amendments, extensions or renewals thereof as may be reasonably requested by a Withholding the US Borrower or the Administrative Agent, then in each case, certifying that the applicable Withholding Agent shall be entitled to make such Foreign Lender can receive payment of Obligations without deduction or withholding of any such taxes, unless an event (including any change in treaty or law) has occurred that renders such forms inapplicable or prevents the Foreign Lender from certifying that it can receive payments without deduction or withholding of such 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, the Administrative Agent may withhold US Taxes from payments to such Foreign Lender at the applicable statutory and treaty rates, and the Borrowers shall timely not be required to pay the full amount deducted any additional amounts under Section 5.8 or withheld to the relevant Governmental Authority in accordance with applicable law. Except as otherwise provided in this Section 2.12(c), if any Taxes are imposed and required by law to be paid or withheld from any amount payable to any Bank, but excluding (i) any Tax or branch profits Tax imposed on or measured by the net income of a Bank or its lending office by the jurisdiction in which such Bank is incorporated or has its principal office or such lending office, (ii) any Tax imposed 5.9 as a result of a present such withholding. Each Lender or former connection between such Bank or applicable lending office and the jurisdiction imposing such Tax, other than a connection arising solely Agent that is organized under the Loan Documents, (iii) any U.S. federal withholding Tax imposed on amounts payable to or for the account laws of such Bank with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (x) such Bank becomes a party hereto (other than pursuant to an assignment requested by the Borrowers under Section 2.15) or (y) such Bank changes its lending office, except in each case to the extent that such amounts were payable either to such Bank’s assignor immediately before such Bank became a party hereto or such Bank immediately before it changed its lending office, (iv) any Tax attributable to such Bank’s failure to comply with Section 2.12(b), and (v) any U.S. federal withholding Tax imposed under FATCA (each such non-excluded Tax for the purposes of this Section, a “Section 2.12(a) Tax”) imposed by the United States of AmericaStates, or any political subdivision state or taxing authority district thereof or therein, then the borrowing Borrower upon the request of such Bank shall increase the amount of such payment so that such Bank will receive a net amount (after deduction of all Section 2.12(a) Taxes) equal provide to the amount due hereunder andUS Borrower (and in the case of a Lender, to the Administrative Agent) two duly executed copies of IRS Form W-9. In the event that any Lender or any Agent does not comply with the requirements of this Section 5.9, the US Borrower may withhold taxes from payments to such Lender or such Agent as promptly required by Applicable Law. In the event of the resignation of the Administrative Agent pursuant to Section 12.8 hereunder, the successor Administrative Agent shall be subject to the provisions of this Section 5.9 in the same manner as possible thereaftera its predecessor Administrative Agent, send and shall be required to provide the appropriate IRS Form W-8BEN, W-8BEN-E or W-8ECI to the US Borrower as required in this Section 5.9. In the event that the successor Administrative Agent does not comply with the requirements of this Section 5.9, the US Borrower may withhold US Taxes from payments to such Bank evidence showing payment thereofsuccessor Administrative Agent as required by Applicable Law.

Withholding Tax Exemption. At least five (a5) All payments hereunder and under any of the other Loan Documents shall be made free and clear of and without any deduction for or on account of any tax, levy, deduction, withholding, or other similar charge of whatever nature (a “Tax”), unless otherwise required by law. If any applicable law (as determined in the good faith discretion of a Borrower or the Administrative Agent (each a “Withholding Agent”), as applicable, and including, for purposes of this Section 2.12, FATCA) requires the deduction or withholding of any Tax from any payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld Business Days prior to the relevant Governmental Authority in accordance with applicable law. Except as otherwise provided in Section 2.12(c), if any Taxes first date on which interest or fees are imposed and required by law to be paid or withheld from any amount payable to any Bank, but excluding (i) any Tax or branch profits Tax imposed on or measured by the net income of a Bank or its lending office by the jurisdiction in which such Bank is incorporated or has its principal office or such lending office, (ii) any Tax imposed as a result of a present or former connection between such Bank or applicable lending office and the jurisdiction imposing such Tax, other than a connection arising solely under the Loan Documents, (iii) any U.S. federal withholding Tax imposed on amounts payable to or hereunder for the account of such any Bank, each Bank with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on (if any) that is not incorporated under the date on which (x) such Bank becomes a party hereto (other than pursuant to an assignment requested by the Borrowers under Section 2.15) or (y) such Bank changes its lending office, except in each case to the extent that such amounts were payable either to such Bank’s assignor immediately before such Bank became a party hereto or such Bank immediately before it changed its lending office, (iv) any Tax attributable to such Bank’s failure to comply with Section 2.12(b), and (v) any U.S. federal withholding Tax imposed under FATCA (each such non-excluded Tax for the purposes laws of this Section, a “Section 2.12(a) Tax”) imposed by the United States of America, or any political subdivision a state thereof (each, a "Non-U.S. Bank"), agrees that it will deliver to Borrower and Administrative Agent two (2) duly completed copies of United States Internal Revenue Service Form W-8BEN or taxing authority thereof or thereinW-8ECI, then the borrowing Borrower upon the request of such Bank shall increase the amount of such payment so certifying in either case that such Bank will is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal taxes and an Internal Revenue Service Form W-8 or W-9, certifying that such Bank is entitled to a net amount complete exemption from United States backup withholding tax. Each Non-U.S. Bank further undertakes to deliver to Borrower and Administrative Agent (x) renewals or additional copies of such form (or a successor form) on or before the date that such form expires or becomes obsolete and (y) after the occurrence of any event requiring a change in the most recent forms so delivered by it, additional forms or amendments thereto or extensions or renewals thereof as may be reasonably requested by Borrower or Administrative Agent. All forms or amendments or renewals provided for in the preceding sentence shall certify that such Bank is entitled to receive payments under this Agreement and the Notes without deduction or withholding of all Section 2.12(aany United States federal taxes, unless an event (including without limitation any change in treaty, law or regulation) Taxes) equal has occurred prior to the amount due hereunder anddate on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Bank from duly completing and delivering any such form with respect to it and such Bank advises Borrower and Administrative Agent that it is not capable of receiving payments without any deduction or withholding of United States federal tax. If a Bank does not provide duly executed forms to Borrower and Administrative Agent within the time periods set forth in the preceding paragraph, Borrower or Administrative Agent shall withhold taxes from payments to such Bank at the applicable statutory rates and Borrower shall not be required to pay any additional amounts as a result of such withholding. Upon the reasonable request of Borrower or Administrative Agent, each Bank that has not provided the forms or other documents, as promptly as possible thereafterprovided above, send on the basis of being a "United States person," shall submit to Borrower and Administrative Agent a certificate or other evidence to the effect that it is such Bank evidence showing payment thereofa "United States person."

Withholding Tax Exemption. At least five (a5) All payments Business Days prior to the first date on which any Rent is payable hereunder and or under any of other Basic Document for the other Loan Documents shall be made free and clear of and without any deduction for or on account of any taxNoteholder or Investor not incorporated under the laws of the United States or a state thereof, levysuch Noteholder or Investor agrees that it will have delivered to Guarantor and Lessor two duly completed copies of United States Internal Revenue Service Form W-8BEN or W-8ECI, deduction, withholding, certifying in either case that such Noteholder or Investor is entitled to receive payments under this Agreement and the other similar charge of whatever nature (a “Tax”), unless otherwise required by law. If any applicable law (as determined in the good faith discretion of a Borrower or the Administrative Agent (each a “Withholding Agent”), as applicable, and including, for purposes of this Section 2.12, FATCA) requires the Basic Documents with out deduction or withholding of any Tax from any payment by a Withholding AgentUnited States Federal income taxes unless such Noteholder or Investor advises Guarantor and Lessor that, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law. Except as otherwise provided in Section 2.12(c), if any Taxes are imposed and required by law to be paid or withheld from any amount payable to any Bank, but excluding (i) any Tax or branch profits Tax imposed on or measured by the net income of a Bank or its lending office by the jurisdiction in which such Bank is incorporated or has its principal office or such lending office, (ii) any Tax imposed as a result of a present change in an applicable treaty, law, or former connection between regulation, or in the judicial or administrative interpretations thereof, occurring after the Closing Date, that it may no longer lawfully deliver such Bank Forms. Each Noteholder and Investor which so delivers a Form W-8BEN or applicable lending office W-8ECI further undertakes to deliver to Guarantor and Lessor two additional copies of such form (or a successor form) on or before the date that such form expires W-8ECI W-8BEN or becomes obsolete or inaccurate (either from a lapse in time or a change in circumstance) 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 Guarantor or Lessor, in each case certifying that such Noteholder or Investor, as the case may be, is entitled to receive payments under this Agreement and the jurisdiction imposing such Taxother Basic Documents without deduction or withholding of any United States Federal income taxes, other than a connection arising solely under the Loan Documents, (iii) any U.S. federal withholding Tax imposed on amounts payable unless prior to or for the account of such Bank with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (x) any such Bank becomes a party hereto (other than pursuant to an assignment requested delivery would otherwise be required any change in treaty, law or regulation or in the interpretation thereof by the Borrowers under Section 2.15) applicable taxing Authority occurring after such Noteholder or (y) such Bank changes its lending office, except in each case to the extent that such amounts were payable either to such Bank’s assignor immediately before such Bank Investor became a party hereto Noteholder or Investor hereunder has rendered all such Bank immediately before forms inapplicable or has prevented such Noteholder or Investor from duly completing and delivering any such form with respect to it changed its lending officeand such Noteholder or Investor advises Guarantor and Lessor that, (iv) as a result of such change in treaty, law, regulation or interpretation, it is not capable of receiving payments without any Tax attributable to such Bank’s failure to comply with Section 2.12(b), and (v) any U.S. federal withholding Tax imposed under FATCA (each such non-excluded Tax for the purposes of this Section, a “Section 2.12(a) Tax”) imposed by the United States of America, or any political subdivision or taxing authority thereof or therein, then the borrowing Borrower upon the request of such Bank shall increase the amount of such payment so that such Bank will receive a net amount (after deduction of all Section 2.12(a) Taxes) equal to the amount due hereunder and, as promptly as possible thereafter, send such Bank evidence showing payment thereofFederal income tax.

Withholding Tax Exemption. At least five Business Days prior to the first date for payment of interest or fees hereunder to a Foreign Lender, the Foreign Lender shall deliver to Borrowers and Agent two duly completed copies of IRS Form W-8BEN or W-8ECI (a) All payments hereunder and under or any of the other Loan Documents shall be made free and clear of and without any deduction for subsequent replacement or on account of any tax, levy, deduction, withholding, or other similar charge of whatever nature (a “Tax”substitute form therefor), unless otherwise required by law. If any applicable law (as determined in the good faith discretion certifying that such Lender can receive payment of a Borrower or the Administrative Agent (each a “Withholding Agent”), as applicable, and including, for purposes of this Section 2.12, FATCA) requires the Obligations without deduction or withholding of any Tax from any payment by United States federal income taxes. In addition, in the case of a Withholding Agent, then Foreign Lender that is relying on the applicable Withholding Agent shall be portfolio interest exemptionAny Lender that is entitled to make such deduction an exemption from or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law. Except as otherwise provided in Section 2.12(c), if any Taxes are imposed and required by law to be paid or withheld from any amount payable to any Bank, but excluding (i) any Tax or branch profits Tax imposed on or measured by the net income reduction of a Bank or its lending office by the jurisdiction in which such Bank is incorporated or has its principal office or such lending office, (ii) any Tax imposed as a result of a present or former connection between such Bank or applicable lending office and the jurisdiction imposing such Tax, other than a connection arising solely under the Loan Documents, (iii) any U.S. federal withholding Tax imposed on amounts payable to or for the account of such Bank with respect to an applicable interest payments made under any Loan Document shall deliver to the Borrower Agent and the Agent, at the time or times reasonably requested by the Borrower Agent or the Agent, such properly completed and executed documentation reasonably requested by the Borrower Agent or the Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower Agent or the Agent, shall deliver such other documentation prescribed by Applicable Laws or reasonably requested by the Borrower Agent or Agent as will enable the Borrower Agent or the Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in a Loan or Commitment pursuant to a law in effect on the date on which (x) preceding two sentences, the completion, execution and submission of such Bank becomes a party hereto documentation (other than pursuant to an assignment requested by the Borrowers under such documentation set forth in Section 2.15) or (y) such Bank changes its lending office, except in each case to the extent that such amounts were payable either to such Bank’s assignor immediately before such Bank became a party hereto or such Bank immediately before it changed its lending office5.8.5(b)(i), (ivb)(ii) any Tax attributable to such Bank’s failure to comply with Section 2.12(b), and (vb)(iv) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any U.S. federal withholding Tax imposed under FATCA (each such non-excluded Tax for material unreimbursed cost or expense or would materially prejudice the purposes of this Section, a “Section 2.12(a) Tax”) imposed by the United States of America, legal or any political subdivision or taxing authority thereof or therein, then the borrowing Borrower upon the request commercial position of such Bank shall increase the amount of such payment so that such Bank will receive a net amount (after deduction of all Section 2.12(a) Taxes) equal to the amount due hereunder and, as promptly as possible thereafter, send such Bank evidence showing payment thereofLender.

Withholding Tax Exemption. Any assignee of all or a portion of Lender's interest in the Loan in accordance with Section 12.15 (aeach such assignee, an "Assignee") All payments hereunder and that is not created or organized under any the laws of the other Loan Documents United States of America or a political subdivision thereof shall deliver to Borrower and Lender, no later than the date upon which such Assignee becomes a party hereto, a true and accurate certificate executed in duplicate by a duly authorized officer of such Assignee, in a form satisfactory to Borrower and Lender, to the effect that such Assignee is capable, under the provisions of an applicable treaty concluded by the United States of America (in which case the certificate shall be made free accompanied by three (3) accurate and clear complete duly executed originals of Form W-8BEN of the Internal Revenue Service) or under Section 1442 of the Internal Revenue Code (in which case the certificate shall be accompanied by three (3) accurate and without any deduction for or on account complete duly executed originals of any tax, levy, deduction, withholding, or other similar charge Form W-8ECI of whatever nature (a “Tax”the Internal Revenue Service), unless otherwise required by law. If any applicable law (as determined in the good faith discretion of a Borrower or the Administrative Agent (each a “Withholding Agent”)receiving payments of principal, as applicable, interest and including, for purposes of this Section 2.12, FATCA) requires the fees hereunder without deduction or withholding of any Tax from any payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable lawUnited States federal income tax. Except as otherwise provided in Section 2.12(c)Further, if at any Taxes are imposed and required by law to be paid time Lender or withheld from any amount payable to any Bank, but excluding (i) any Tax or branch profits Tax imposed on or measured by the net income of a Bank or Assignee changes its applicable lending office by the jurisdiction in which such Bank is incorporated or has its principal office or such selects an additional applicable lending office, it shall, at the same time or promptly thereafter, but only to the extent the certificate and forms previously delivered by it hereunder are no longer applicable or effective, deliver to Borrower and Lender in replacement for, or in addition to, the certificate and forms previously delivered by it hereunder, a true and accurate certificate executed in duplicate by a duly authorized officer of Lender or such Assignee accompanied by three (ii3) any Tax imposed as a result accurate and complete duly executed originals of a present either Form W-8BEN of the Internal Revenue Service or former connection between Form W-8ECI of the Internal Revenue Service, whichever is applicable, indicating that Lender or such Bank or applicable lending office Assignee is entitled to receive payments of principal, interest and the jurisdiction imposing such Tax, other than a connection arising solely under the Loan Documents, (iii) any U.S. federal withholding Tax imposed on amounts payable to or fees for the account of such Bank with respect changed or additional applicable lending office under this Agreement without deduction or withholding of United States federal tax. Each such Assignee further agrees to an applicable interest deliver to Borrower and Lender a true and accurate certificate executed in duplicate by a duly authorized officer of such Assignee accompanied by three (3) accurate and complete duly executed originals of either Form W-8BEN of the Internal Revenue Service or Form W-8ECI of the Internal Revenue Service, whichever is appropriate, substantially in a Loan form satisfactory to Borrower and Lender, before or Commitment promptly upon the occurrence of any event requiring a change in the most recent certificate or Internal Revenue Service form previously delivered by it to Borrower and Lender pursuant to this Section 2.03(i). Further, each Assignee which delivers a law certificate accompanied by Form W-8BEN of the Internal Revenue Service covenants and agrees to deliver to Borrower and Lender within fifteen (15) days prior to January 1, 2007, and every third (3rd) anniversary of such date thereafter, on which this Agreement is still in effect, another such certificate and three (3) accurate and complete original signed copies of Form W-8BEN (or any successor form or forms required under the Internal Revenue Code or the applicable regulations promulgated thereunder), and each Assignee that delivers a certificate accompanied by Form W-8ECI of the Internal Revenue Service covenants and agrees to deliver to Borrower and Lender within fifteen (15) days prior to the beginning of each subsequent taxable year of such Assignee during which this Agreement is still in effect, another such certificate and three (3) accurate and complete original signed copies of Internal Revenue Service Form W-8ECI (or any successor form or forms required under the Internal Revenue Code or the applicable regulations promulgated hereunder). If (i) Lender or any Assignee is required under this Section 2.03(i) to provide a certificate or other evidence described above and fails to deliver to Borrower and Lender such certificate or other evidence or (ii) Lender or any Assignee delivers a certificate to the effect on that, as a result of the adoption of or any change in any law, treaty, rule, regulation, guideline or determination of a Governmental Authority after the date on which (x) Lender or such Bank becomes Assignee became a party hereto (hereto, Lender or such Assignee is not capable of receiving payments of interest hereunder without deduction or withholding of United States federal income tax as specified therein and that it is not capable of recovering the full amount of the same from a source other than pursuant to an assignment requested by the Borrowers under Section 2.15) or (y) such Bank changes its lending officeBorrower, except in each case then, to the extent that such amounts were payable either to such Bank’s assignor immediately before such Bank became a party hereto required by law, as the sole consequence of Lender's or such Bank immediately before it changed its lending office, (iv) any Tax attributable to such Bank’s Assignee's failure to comply with Section 2.12(b)deliver the certificate described in (i) above or Lender's or such Assignee's delivery of the certificate described in (ii) above, and (v) any U.S. federal withholding Tax imposed under FATCA (each Borrower shall be entitled to deduct or withhold taxes from the payments owed to Lender or such non-excluded Tax for the purposes of this Section, a “Section 2.12(a) Tax”) imposed by the United States of America, or any political subdivision or taxing authority thereof or therein, then the borrowing Borrower upon the request of such Bank shall increase the amount of such payment so that such Bank will receive a net amount (after deduction of all Section 2.12(a) Taxes) equal to the amount due hereunder and, as promptly as possible thereafter, send such Bank evidence showing payment thereofAssignee.

Withholding Tax Exemption. (a) All payments hereunder and Each Lender that is not created or organized under any the laws of the other Loan Documents United States of America or a political subdivision thereof shall deliver to Borrower AND THE AGENT NO LATER THAN THE Closing Date (or, in the case of a Lender which becomes a Lender pursuant to Section 11.13. the date upon which such Lender becomes a party hereto) a true and accurate certificate executed in duplicate by a duly authorized officer of such Lender, in a form satisfactory to Borrower and the Agent, to the effect that such Lender is capable, under the provisions of an applicable treaty concluded by the United States of America (in which case the certificate shall be made free accompanied by three (3) accurate and clear complete duly executed originals of Form 1001 of the Internal Revenue Service) or under Section 1442 of the Internal Revenue Code (in which case the certificate shall be accompanied by three (3) accurate and without any deduction for or on account complete duly executed originals of any tax, levy, deduction, withholding, or other similar charge Form 4224 of whatever nature (a “Tax”the Internal Revenue Service), unless otherwise required by law. If any applicable law (as determined in the good faith discretion of a Borrower or the Administrative Agent (each a “Withholding Agent”)receiving payments of principal, as applicable, interest and including, for purposes of this Section 2.12, FATCA) requires the fees hereunder without deduction or withholding of any Tax from any payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable lawUnited States federal income tax. Except as otherwise provided in Section 2.12(c)Further, if at any Taxes are imposed and required by law to be paid or withheld from any amount payable to any Bank, but excluding (i) any Tax or branch profits Tax imposed on or measured by the net income of time a Bank or Lender changes its applicable lending office by the jurisdiction in which such Bank is incorporated or has its principal office or such selects an additional applicable lending office, it shall, at the same time or promptly thereafter, but only to the extent the certificate and forms previously delivered by it hereunder are no longer applicable or effective, deliver to Borrower and Agent in replacement for, or in addition to, the certificate and forms previously delivered by it hereunder, a true and accurate certificate executed in duplicate by a duly authorized officer of such Lender accompanied by three (ii3) any Tax imposed as a result accurate and complete duly executed originals of a present either Form 1001 of the Internal Revenue Service or former connection between Form 4224 of the Internal Revenue Service, whichever is applicable, indicating that such Bank or applicable lending office Lender is entitled to receive payments of principal, interest and the jurisdiction imposing such Tax, other than a connection arising solely under the Loan Documents, (iii) any U.S. federal withholding Tax imposed on amounts payable to or fees for the account of such Bank with respect changed or additional applicable lending office under this Agreement without deduction or withholding of United States federal tax. Each Lender further agrees to an applicable interest deliver to Borrower and the Agent a true and accurate certificate executed in duplicate by a duly authorized officer of such Lender accompanied by three (3) accurate and complete duly executed originals of either Form 1001 of the Internal Revenue Service or Form 4224 of the Internal Revenue Service, whichever is appropriate, substantially in a Loan form satisfactory to Borrower and the Agent, before or Commitment promptly upon the occurrence of any event requiring a change in the most recent certificate or Internal Revenue Service form previously delivered by it to Borrower and the Agent pursuant to this Section 2.03 (j). Further, each Lender which delivers a law certificate accompanied by Form 1001 of the Internal Revenue Service covenants and agrees to deliver to Borrower and the Agent within fifteen (15) days prior to January 1, 1999, and every third (3rd) anniversary of such date thereafter, on which this Agreement is still in effect, another such certificate and three (3) accurate and complete original signed copies of Form 1001 (or any successor form or forms required under the Internal Revenue Code or the applicable regulations promulgated thereunder), and each Lender that delivers a certificate accompanied by Form 4224 of the Internal Revenue Service covenants and agrees to deliver to Borrower and the Agent within fifteen (15) days prior to the beginning of each subsequent taxable year of such Lender during which this Agreement is still in effect, another such certificate and three (3) accurate and complete original signed copies of Internal Revenue Service Form 4224 (or any successor form or forms required under the Internal Revenue Code or the applicable regulations promulgated hereunder). If (i) any Lender is required under this Section 2.03(j) to provide a certificate or other evidence described above and fails to deliver to Borrower and Agent such certificate or other evidence or (ii) any Lender delivers a certificate to the effect on that, as a result of the adoption of or any change in any law, treaty, rule, regulation, guideline or determination of a Governmental Authority after the date on which (x) such Bank becomes Lender became a party hereto (hereto, such Lender is not capable of receiving payments of interest hereunder without deduction or withholding of United States of America federal income tax as specified therein and that it is not capable of recovering the full amount of the same from a source other than pursuant to an assignment requested by the Borrowers under Section 2.15) or (y) such Bank changes its lending officeBorrower, except in each case then, to the extent that required by law, as the sole consequence of such amounts were payable either Lender's failure to deliver the certificate described in (i) above or such Lender's delivery of the certificate described in (ii) above, Borrower shall be entitled to deduct or withhold taxes from the payments owed to such Bank’s assignor immediately before such Bank became a party hereto or such Bank immediately before it changed its lending office, (iv) any Tax attributable to such Bank’s failure to comply with Section 2.12(b), and (v) any U.S. federal withholding Tax imposed under FATCA (each such non-excluded Tax for the purposes of this Section, a “Section 2.12(a) Tax”) imposed by the United States of America, or any political subdivision or taxing authority thereof or therein, then the borrowing Borrower upon the request of such Bank shall increase the amount of such payment so that such Bank will receive a net amount (after deduction of all Section 2.12(a) Taxes) equal to the amount due hereunder and, as promptly as possible thereafter, send such Bank evidence showing payment thereofLender.

Withholding Tax Exemption. Each Lender or holder of a participation interest in the Loans or Commitments permitted pursuant to Section 13.8(a) (aa "Participant") All payments hereunder and that is not incorporated or otherwise formed under any the laws of the other Loan Documents shall be made free and clear of and without any deduction for U.S. or a state thereof (a "Non-U.S. Lender") agrees that it will, prior to or on account of any taxor 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, levy, deduction, withholding, or other similar charge of whatever nature (a “Tax”), unless otherwise required by law. If any applicable law (as determined in deliver to the good faith discretion of a Borrower or and the Administrative Agent (each or, in the case of a “Withholding Agent”Participant, on or before the date such Participant purchases its related participation), as applicabletwo duly completed copies of U.S. Internal Revenue Service Form W-8ECI or W-8BEN 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 F hereto, appropriately completed, and includinga Form W-8BEN, for purposes of this Section 2.12or other equivalent successor form, FATCA) requires as appropriate, certifying in any case that such Lender is entitled to receive payments from the Borrower under any Loan Document without deduction or withholding of any Tax from U.S. federal income taxes. Each Lender which so delivers a Form W-8ECI or W-8BEN or other equivalent successor form, as appropriate, further undertakes to deliver to the Borrower and the Administrative Agent two additional copies of such form (or a successor form) on or before the date such form expires or becomes obsolete or after the occurrence of any payment event requiring a change in the most recent form so delivered by a Withholding it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower or the Administrative Agent, then the applicable Withholding Agent shall be in each case certifying that such Lender is entitled to make such receive payments from the Borrower under any Loan Document without deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law. Except as otherwise provided in Section 2.12(c), if any Taxes are imposed and required by law to be paid or withheld from any amount payable to any Bank, but excluding (i) any Tax or branch profits Tax imposed on or measured by the net income of a Bank or its lending office by the jurisdiction in which such Bank is incorporated or has its principal office or such lending office, (ii) any Tax imposed as a result of a present or former connection between such Bank or applicable lending office and the jurisdiction imposing such Tax, other than a connection arising solely under the Loan Documents, (iii) any U.S. federal withholding Tax imposed on amounts payable income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to or for the account of such Bank with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (x) any such Bank becomes a party hereto (other than pursuant 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 an assignment requested by it and such Lender advises the Borrowers under Section 2.15) Borrower and the Administrative Agent that it is not capable of receiving such payments without any deduction or (y) such Bank changes its lending office, except in each case to the extent that such amounts were payable either to such Bank’s assignor immediately before such Bank became a party hereto or such Bank immediately before it changed its lending office, (iv) any Tax attributable to such Bank’s failure to comply with Section 2.12(b), and (v) any withholding of U.S. federal withholding Tax imposed under FATCA (each such non-excluded Tax for the purposes of this Section, a “Section 2.12(a) Tax”) imposed by the United States of America, or any political subdivision or taxing authority thereof or therein, then the borrowing Borrower upon the request of such Bank shall increase the amount of such payment so that such Bank will receive a net amount (after deduction of all Section 2.12(a) Taxes) equal to the amount due hereunder and, as promptly as possible thereafter, send such Bank evidence showing payment thereofincome tax.

Withholding Tax Exemption. (a) All payments At least five Business Days prior to the first date for payment of interest or fees hereunder to a Foreign Lender, the Foreign Lender shall, if applicable, deliver to the US Borrower and under any of the other Loan Documents shall be made free and clear of and without any deduction for or on account of any tax, levy, deduction, withholding, or other similar charge of whatever nature (a “Tax”), unless otherwise required by law. If any applicable law (as determined in the good faith discretion of a Borrower or the Administrative Agent two duly completed copies of IRS Form W-8BEN or W-8ECI (each a “Withholding Agent”or any subsequent replacement or substitute form therefor), as applicable, and including, for purposes certifying that such Lender can receive payment of this Section 2.12, FATCA) requires the Obligations without deduction or withholding of any Tax from United States federal income taxes. Each Foreign Lender shall deliver to the US Borrower and the Administrative Agent two additional copies of such form before the preceding form expires or becomes obsolete or after the occurrence of any payment event requiring a change in the form, as well as any amendments, extensions or renewals thereof as may be reasonably requested by a Withholding the US Borrower or the Administrative Agent, then in each case, certifying that the applicable Withholding Agent shall be entitled to make such Foreign Lender can receive payment of Obligations without deduction or withholding of any such taxes, unless an event (including any change in treaty or law) has occurred that renders such forms inapplicable or prevents the Foreign Lender from certifying that it can receive payments without deduction or withholding of such 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, the Administrative Agent may withhold US Taxes from payments to such Foreign Lender at the applicable statutory and treaty rates, and the Borrowers shall timely not be required to pay the full amount deducted any additional amounts under Section 5.8 or withheld to the relevant Governmental Authority in accordance with applicable law. Except as otherwise provided in this Section 2.12(c), if any Taxes are imposed and required by law to be paid or withheld from any amount payable to any Bank, but excluding (i) any Tax or branch profits Tax imposed on or measured by the net income of a Bank or its lending office by the jurisdiction in which such Bank is incorporated or has its principal office or such lending office, (ii) any Tax imposed 5.9 as a result of a present such withholding. Each Lender or former connection between such Bank or applicable lending office and the jurisdiction imposing such Tax, other than a connection arising solely Agent that is organized under the Loan Documents, (iii) any U.S. federal withholding Tax imposed on amounts payable to or for the account laws of such Bank with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (x) such Bank becomes a party hereto (other than pursuant to an assignment requested by the Borrowers under Section 2.15) or (y) such Bank changes its lending office, except in each case to the extent that such amounts were payable either to such Bank’s assignor immediately before such Bank became a party hereto or such Bank immediately before it changed its lending office, (iv) any Tax attributable to such Bank’s failure to comply with Section 2.12(b), and (v) any U.S. federal withholding Tax imposed under FATCA (each such non-excluded Tax for the purposes of this Section, a “Section 2.12(a) Tax”) imposed by the United States of AmericaStates, or any political subdivision state or taxing authority district thereof or therein, then the borrowing Borrower upon the request of such Bank shall increase the amount of such payment so that such Bank will receive a net amount (after deduction of all Section 2.12(a) Taxes) equal provide to the amount due hereunder andUS Borrower (and in the case of a Lender, to the Administrative Agent) two duly executed copies of IRS Form W-9. In the event that any Lender or any Agent does not comply with the requirements of this Section 5.9, the US Borrower may withhold taxes from payments to such Lender or such Agent as promptly required by Applicable Law. In the event of the resignation of the Administrative Agent pursuant to Section 12.8 hereunder, the successor Administrative Agent shall be subject to the provisions of this Section 5.9 in the same manner as possible thereaftera its predecessor Administrative Agent, send and shall be required to provide the appropriate IRS Form W-8BEN or W-8ECI to the US Borrower as required in this Section 5.9. In the event that the successor Administrative Agent does not comply with the requirements of this Section 5.9, the US Borrower may withhold US Taxes from payments to such Bank evidence showing payment thereofsuccessor Administrative Agent as required by Applicable Law.

Withholding Tax Exemption. At least five Business Days prior to the first date for payment of interest or fees hereunder to a Foreign Lender, the Foreign Lender shall deliver to Borrowers and Agent two duly completed copies of IRS Form W-8BEN or W-8ECI (a) All payments hereunder and under or any of the other Loan Documents shall be made free and clear of and without any deduction for subsequent replacement or on account of any tax, levy, deduction, withholding, or other similar charge of whatever nature (a “Tax”substitute form therefor), unless otherwise required by law. If any applicable law (as determined in the good faith discretion certifying that such Lender can receive payment of a Borrower or the Administrative Agent (each a “Withholding Agent”), as applicable, and including, for purposes of this Section 2.12, FATCA) requires the Obligations without deduction or withholding of any Tax from United States federal income taxes. Each Foreign Lender shall deliver to Borrowers and Agent two additional copies of such form before the preceding form expires or becomes obsolete or after the occurrence of any payment event requiring a change in the form, as well as any amendments, extensions or renewals thereof as may be reasonably requested by a Withholding Borrowers or Agent, then in each case, certifying that the applicable Withholding Agent shall be entitled to make such Foreign Lender can receive payment of Obligations without deduction or withholding of any such taxes, unless an event (including any change in treaty or law) has occurred that renders such forms inapplicable or prevents the Foreign Lender from certifying that it can receive payments without deduction or withholding of such 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 timely not be required to pay the full amount deducted any additional amounts under Section 5.8 or withheld to the relevant Governmental Authority in accordance with applicable law. Except as otherwise provided in this Section 2.12(c), if any Taxes are imposed and required by law to be paid or withheld from any amount payable to any Bank, but excluding (i) any Tax or branch profits Tax imposed on or measured by the net income of a Bank or its lending office by the jurisdiction in which such Bank is incorporated or has its principal office or such lending office, (ii) any Tax imposed 5.9 as a result of a present such withholding. Each Lender or former connection between such Bank or applicable lending office and the jurisdiction imposing such Tax, other than a connection arising solely Agent that is organized under the Loan Documents, (iii) any U.S. federal withholding Tax imposed on amounts payable to or for the account laws of such Bank with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (x) such Bank becomes a party hereto (other than pursuant to an assignment requested by the Borrowers under Section 2.15) or (y) such Bank changes its lending office, except in each case to the extent that such amounts were payable either to such Bank’s assignor immediately before such Bank became a party hereto or such Bank immediately before it changed its lending office, (iv) any Tax attributable to such Bank’s failure to comply with Section 2.12(b), and (v) any U.S. federal withholding Tax imposed under FATCA (each such non-excluded Tax for the purposes of this Section, a “Section 2.12(a) Tax”) imposed by the United States of AmericaStates, or any political subdivision state or taxing authority district thereof or therein, then the borrowing Borrower upon the request of such Bank shall increase the amount of such payment so that such Bank will receive a net amount (after deduction of all Section 2.12(a) Taxes) equal provide to the amount due hereunder andBorrower (and in the case of a Lender, to the Agent) two duly executed copies of IRS Form W-9. In the event that any Lender or Agent does not comply with the requirements of this Section 5.9, Borrower may withhold taxes from payments to such Lender or Agent as promptly required by applicable law. In the event of the resignation or removal of the Agent pursuant to Section 12.8 hereunder, the successor Agent shall be subject to the provisions of this Section 5.9 in the same manner as possible thereaftera its predecessor Agent, send and shall be required to provide the appropriate IRS Form W-8BEN or W-8ECI to the Borrower as required in this Section 5.9. In the event that the successor Agent does not comply with the requirements of this Section 5.9, Borrower may withhold taxes from payments to such Bank evidence showing payment thereofsuccessor Agent as required by applicable law.

Withholding Tax Exemption. Each Lender or holder of a participation interest in the Loans or Commitments permitted pursuant to Section 13.8(a) (aa "Participant") All payments hereunder and that is not incorporated or otherwise formed under any the laws of the other Loan Documents shall be made free and clear of and without any deduction for U.S. or a state thereof (a "Non-U.S. Lender") agrees that it will, prior to or on account of any taxor 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, levy, deduction, withholding, or other similar charge of whatever nature (a “Tax”), unless otherwise required by law. If any applicable law (as determined in deliver to the good faith discretion of a Borrower or and the Administrative Agent (each or, in the case of a “Withholding Agent”Participant, on or before the date such Participant purchases its related participation), as applicabletwo duly completed copies of U.S. Internal Revenue Service Form W-8ECI or W-8BEN 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 H hereto, appropriately completed, and includinga Form W-8BEN, for purposes of this Section 2.12or other equivalent successor form, FATCA) requires as appropriate, certifying in any case that such Lender is entitled to receive payments from the Borrower under any Loan Document without deduction or withholding of any Tax from U.S. federal income taxes. Each Lender which so delivers a Form W-8ECI or W-8BEN or other equivalent successor form, as appropriate, further undertakes to deliver to the Borrower and the Administrative Agent two additional copies of such form (or a successor form) on or before the date such form expires or becomes obsolete or after the occurrence of any payment event requiring a change in the most recent form so delivered by a Withholding it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower or the Administrative Agent, then the applicable Withholding Agent shall be in each case certifying that such Lender is entitled to make such receive payments from the Borrower under any Loan Document without deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law. Except as otherwise provided in Section 2.12(c), if any Taxes are imposed and required by law to be paid or withheld from any amount payable to any Bank, but excluding (i) any Tax or branch profits Tax imposed on or measured by the net income of a Bank or its lending office by the jurisdiction in which such Bank is incorporated or has its principal office or such lending office, (ii) any Tax imposed as a result of a present or former connection between such Bank or applicable lending office and the jurisdiction imposing such Tax, other than a connection arising solely under the Loan Documents, (iii) any U.S. federal withholding Tax imposed on amounts payable income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to or for the account of such Bank with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (x) any such Bank becomes a party hereto (other than pursuant 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 an assignment requested by it and such Lender advises the Borrowers under Section 2.15) Borrower and the Administrative Agent that it is not capable of receiving such payments without any deduction or (y) such Bank changes its lending office, except in each case to the extent that such amounts were payable either to such Bank’s assignor immediately before such Bank became a party hereto or such Bank immediately before it changed its lending office, (iv) any Tax attributable to such Bank’s failure to comply with Section 2.12(b), and (v) any withholding of U.S. federal withholding Tax imposed under FATCA (each such non-excluded Tax for the purposes of this Section, a “Section 2.12(a) Tax”) imposed by the United States of America, or any political subdivision or taxing authority thereof or therein, then the borrowing Borrower upon the request of such Bank shall increase the amount of such payment so that such Bank will receive a net amount (after deduction of all Section 2.12(a) Taxes) equal to the amount due hereunder and, as promptly as possible thereafter, send such Bank evidence showing payment thereofincome tax.

Withholding Tax Exemption. (a) All payments hereunder and Each Lender that is not created or organized under any the laws of the other Loan Documents United States of America or a political subdivision thereof shall deliver to Borrower and Agent no later than the Closing Date (or, in the case of a Lender which becomes a Lender pursuant to Section 11.11, the date upon which such Lender becomes a party hereto) a true and accurate certificate executed in duplicate by a duly authorized officer of such Lender, in a form satisfactory to Borrower and Agent, to the effect that such Lender is capable, under the provisions of an applicable treaty concluded by the United States of America (in which case the certificate shall be made free accompanied by three (3) accurate and clear complete duly executed originals of Form W-8BEN of the Internal Revenue Service) or under Section 1442 of the Internal Revenue Code (in which case the certificate shall be accompanied by three (3) accurate and without any deduction for or on account complete duly executed originals of any tax, levy, deduction, withholding, or other similar charge Form W-8ECI of whatever nature (a “Tax”the Internal Revenue Service), unless otherwise required by law. If any applicable law (as determined in the good faith discretion of a Borrower or the Administrative Agent (each a “Withholding Agent”)receiving payments of principal, as applicable, interest and including, for purposes of this Section 2.12, FATCA) requires the fees hereunder without deduction or withholding of any Tax from any payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable lawUnited States federal income tax. Except as otherwise provided in Section 2.12(c)Further, if at any Taxes are imposed and required by law to be paid or withheld from any amount payable to any Bank, but excluding (i) any Tax or branch profits Tax imposed on or measured by the net income of time a Bank or Lender changes its applicable lending office by the jurisdiction in which such Bank is incorporated or has its principal office or such selects an additional applicable lending office, it shall, at the same time or promptly thereafter, but only to the extent the certificate and forms previously delivered by it hereunder are no longer applicable or effective, deliver to Borrower and Agent in replacement for, or in addition to, the certificate and forms previously delivered by it hereunder, a true and accurate certificate executed in duplicate by a duly authorized officer of such Lender accompanied by three (ii3) any Tax imposed as a result accurate and complete duly executed originals of a present either Form W-8BEN of the Internal Revenue Service or former connection between Form W-8ECI of the Internal Revenue Service, whichever is applicable, indicating that such Bank or applicable lending office Lender is entitled to receive payments of principal, interest and the jurisdiction imposing such Tax, other than a connection arising solely under the Loan Documents, (iii) any U.S. federal withholding Tax imposed on amounts payable to or fees for the account of such Bank with respect changed or additional applicable lending office under this Agreement without deduction or withholding of United States federal tax. Each Lender further agrees to an applicable interest deliver to Borrower and Agent a true and accurate certificate executed in duplicate by a duly authorized officer of such Lender accompanied by three (3) accurate and complete duly executed originals of either Form W-8BEN of the Internal Revenue Service or Form W-8ECI of the Internal Revenue Service, whichever is appropriate, substantially in a Loan form satisfactory to Borrower and Agent, before or Commitment promptly upon the occurrence of any event requiring a change in the most recent certificate or Internal Revenue Service form previously delivered by it to Borrower and Agent pursuant to this Section 2.03(j). Further, each Lender which delivers a law certificate accompanied by Form W-8BEN of the Internal Revenue Service covenants and agrees to deliver to Borrower and Agent within fifteen (15) days prior to January 1, 2007, and every third (3rd) anniversary of such date thereafter, on which this Agreement is still in effect, another such certificate and three (3) accurate and complete original signed copies of Form W-8BEN (or any successor form or forms required under the Internal Revenue Code or the applicable regulations promulgated thereunder), and each Lender that delivers a certificate accompanied by Form W-8ECI of the Internal Revenue Service covenants and agrees to deliver to Borrower and Agent within fifteen (15) days prior to the beginning of each subsequent taxable year of such Lender during which this Agreement is still in effect, another such certificate and three (3) accurate and complete original signed copies of Internal Revenue Service Form W-8ECI (or any successor form or forms required under the Internal Revenue Code or the applicable regulations promulgated hereunder). If (i) any Lender is required under this Section 2.03(j) to provide a certificate or other evidence described above and fails to deliver to Borrower and Agent such certificate or other evidence or (ii) any Lender delivers a certificate to the effect on that, as a result of the adoption of or any change in any law, treaty, rule, regulation, guideline or determination of a Governmental Authority after the date on which (x) such Bank becomes Lender became a party hereto (hereto, such Lender is not capable of receiving payments of interest hereunder without deduction or withholding of United States federal income tax as specified therein and that it is not capable of recovering the full amount of the same from a source other than pursuant to an assignment requested by the Borrowers under Section 2.15) or (y) such Bank changes its lending officeBorrower, except in each case then, to the extent that required by law, as the sole consequence of such amounts were payable either Lender's failure to deliver the certificate described in (i) above or such Lender's delivery of the certificate described in (ii) above, Borrower shall be entitled to deduct or withhold taxes from the payments owed to such Bank’s assignor immediately before such Bank became a party hereto or such Bank immediately before it changed its lending office, (iv) any Tax attributable to such Bank’s failure to comply with Section 2.12(b), and (v) any U.S. federal withholding Tax imposed under FATCA (each such non-excluded Tax for the purposes of this Section, a “Section 2.12(a) Tax”) imposed by the United States of America, or any political subdivision or taxing authority thereof or therein, then the borrowing Borrower upon the request of such Bank shall increase the amount of such payment so that such Bank will receive a net amount (after deduction of all Section 2.12(a) Taxes) equal to the amount due hereunder and, as promptly as possible thereafter, send such Bank evidence showing payment thereofLender.

Withholding Tax Exemption. (a) All payments hereunder and under any of the other Loan Documents shall be made free and clear of and without any deduction for or on account of any tax, levy, deduction, withholding, or other similar charge of whatever nature (a “Tax”), unless otherwise required by law. If any applicable law (as determined in the good faith discretion of a Borrower or the Administrative Agent (each a “Withholding Agent”), as applicable, and including, for purposes of this Section 2.12, FATCA) requires the deduction or withholding of any Tax from any payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law. Except as otherwise provided in Section 2.12(c), if any Taxes are imposed and required by law to be paid or withheld from any amount payable to any Bank, but excluding (i) On or prior to the date of ------------------------- its execution and delivery of this Agreement in the case of any Tax Lender, Swing Loan Lender or branch profits Tax imposed Issuing Lender (and on or measured by prior to the net income effective date specified in the Notice of Assignment pursuant to which a Bank Purchaser becomes a Lender in the case of each other Lender), each Lender, Swing Loan Lender or its lending office by the jurisdiction in which such Bank Issuing Lender that is not incorporated or has its principal office or such lending office, (ii) any Tax imposed as a result of a present or former connection between such Bank or applicable lending office and the jurisdiction imposing such Tax, other than a connection arising solely under the Loan Documents, (iii) any U.S. federal withholding Tax imposed on amounts payable to or for the account laws of such Bank with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (x) such Bank becomes a party hereto (other than pursuant to an assignment requested by the Borrowers under Section 2.15) or (y) such Bank changes its lending office, except in each case to the extent that such amounts were payable either to such Bank’s assignor immediately before such Bank became a party hereto or such Bank immediately before it changed its lending office, (iv) any Tax attributable to such Bank’s failure to comply with Section 2.12(b), and (v) any U.S. federal withholding Tax imposed under FATCA (each such non-excluded Tax for the purposes of this Section, a “Section 2.12(a) Tax”) imposed by the United States of America, or a state thereof, agrees that it will deliver to the Company and the Agent two duly completed copies of United States Internal Revenue Service Form 1001 or 4224 (or other appropriate form), certifying in either case that such Lender, Swing Loan Lender or Issuing Lender is entitled to receive payments under the Loan Documents without deduction or withholding of any political subdivision United States federal income taxes. Each Lender, Swing Loan Lender or taxing authority thereof Issuing Lender which so delivers a Form 1001 or therein, then 4224 further undertakes to deliver to the borrowing Borrower upon Company and the request Agent two additional copies of such Bank shall increase form (or a successor form) on or before the amount 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 Company or the Agent, in each case certifying that such Lender, Swing Loan Lender or Issuing Lender is entitled to receive payments under the 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, Swing Loan Lender or Issuing Lender from duly completing and delivering any such form with respect to it and such Lender, Swing Loan Lender or Issuing Lender promptly advises the 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, Swing Loan Lender or Issuing Lender so advises the Company and the Agent of such payment so that such Bank will receive a net amount (after deduction of all fact, the Company shall be entitled to exercise its rights under Section 2.12(a) Taxes) equal to the amount due hereunder and, as promptly as possible thereafter, send such Bank evidence showing payment thereof.2.5.11. --------------

Withholding Tax Exemption. At least five (a5) All payments hereunder and under any of the other Loan Documents shall be made free and clear of and without any deduction for or on account of any tax, levy, deduction, withholding, or other similar charge of whatever nature (a “Tax”), unless otherwise required by law. If any applicable law (as determined in the good faith discretion of a Borrower or the Administrative Agent (each a “Withholding Agent”), as applicable, and including, for purposes of this Section 2.12, FATCA) requires the deduction or withholding of any Tax from any payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld Business Days prior to the relevant Governmental Authority in accordance with applicable law. Except as otherwise provided in Section 2.12(c), if any Taxes first date on which interest or fees are imposed and required by law to be paid or withheld from any amount payable to any Bank, but excluding (i) any Tax or branch profits Tax imposed on or measured by the net income of a Bank or its lending office by the jurisdiction in which such Bank is incorporated or has its principal office or such lending office, (ii) any Tax imposed as a result of a present or former connection between such Bank or applicable lending office and the jurisdiction imposing such Tax, other than a connection arising solely under the Loan Documents, (iii) any U.S. federal withholding Tax imposed on amounts payable to or hereunder for the account of such any Bank, each Bank with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on (if any) that is not incorporated under the date on which (x) such Bank becomes a party hereto (other than pursuant to an assignment requested by the Borrowers under Section 2.15) or (y) such Bank changes its lending office, except in each case to the extent that such amounts were payable either to such Bank’s assignor immediately before such Bank became a party hereto or such Bank immediately before it changed its lending office, (iv) any Tax attributable to such Bank’s failure to comply with Section 2.12(b), and (v) any U.S. federal withholding Tax imposed under FATCA (each such non-excluded Tax for the purposes laws of this Section, a “Section 2.12(a) Tax”) imposed by the United States of America, or any political subdivision a state thereof, agrees that it will deliver to Borrower and Administrative Agent two (2) duly completed copies of United States Internal Revenue Service Form 1001 or taxing authority thereof or therein4224, then the borrowing Borrower upon the request of such Bank shall increase the amount of such payment so certifying in either case that such Bank will is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal taxes and an Internal Revenue Service Form W-8 or W-9 entitling such Bank to receive a net amount complete exemption from United States tax backup withholding. Each Bank which so delivers a Form 1001 or 4224 further undertakes to deliver to Borrower and 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 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 Borrower or Administrative Agent, in each case certifying that such Bank is entitled to receive payments under this Agreement and the Notes without deduction or withholding of all Section 2.12(aany United States federal taxes, unless an event (including without limitation any change in treaty, law or regulation) Taxes) equal has occurred prior to the amount due hereunder anddate on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Bank from duly completing and delivering any such form with respect to it and such Bank advises Borrower and Administrative Agent that it is not capable of receiving payments without any deduction or withholding of United States federal tax. If a Bank does not provide duly executed forms to Borrower and Administrative Agent within the time periods set forth in the preceding paragraph, Borrower or Administrative Agent shall withhold taxes from payments to such Bank at the applicable statutory rates and Borrower shall not be required to pay any additional amounts as a result of such withholding. Upon the reasonable request of Borrower or Administrative Agent, each Bank that has not provided the forms or other documents, as promptly as possible thereafterprovided above, send on the basis of being a "United States person," shall submit to Borrower and Administrative Agent a certificate or other evidence to the effect that it is such Bank evidence showing payment thereofa "United States person."

Withholding Tax Exemption. (a) All payments hereunder and Each Lender that is not incorporated under any the laws of the other Loan Documents shall be made free United States of America or a state thereof agrees that it will deliver to the Borrowers and clear the Administrative Agents two duly completed copies of and without any deduction for Form W-8BEN or on account of any taxW-8ECI, levy, deduction, withholding, or other similar charge of whatever nature (a “Tax”), unless otherwise required by law. If any applicable law (as determined certifying in either case that such Lender is entitled to receive payments from the good faith discretion of a US Borrower or the Administrative Agent (each a “Withholding Agent”)Canadian Borrower, as applicable, and including, for purposes of this Section 2.12, FATCA) requires the applicable under any Loan Document without deduction or withholding of any Tax from United States federal income taxes. Each US Lender which so delivers a Form W-8BEN or W-8ECI further undertakes to deliver to the US Borrower or the Canadian Borrower, as applicable and the Administrative Agents two additional copies of such form (or a successor form) on or before the date such form expires or becomes obsolete or after the occurrence of any payment event requiring a change in the most recent form so delivered by a Withholding Agentit, then and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the applicable Withholding Agent shall be US Borrower or the Canadian Borrower, or the Administrative Agents, in each case certifying that such Lender is entitled to make such receive payments from the US Borrower or the Canadian Borrower, as applicable under 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 US Borrower or the Canadian Borrower, as applicable and the Administrative Agents 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 US Borrower or the Canadian Borrower, as applicable shall make payments net of, and after deductions for, taxes and shall timely pay the full amount deducted or withheld not be required to the relevant Governmental Authority in accordance with applicable law. Except as otherwise provided in Section 2.12(c), if increase any Taxes are imposed and required by law to be paid or withheld from any such amount payable to any Bank, but excluding (i) any Tax or branch profits Tax imposed on or measured by the net income of a Bank or its lending office by the jurisdiction in which such Bank is incorporated or has its principal office or such lending office, (ii) any Tax imposed as a result of a present or former connection between such Bank or applicable lending office and the jurisdiction imposing such Tax, other than a connection arising solely under the Loan Documents, (iii) any U.S. federal withholding Tax imposed on amounts payable to or for the account of such Bank with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (x) such Bank becomes a party hereto (other than pursuant to an assignment requested by the Borrowers under Section 2.15) or (y) such Bank changes its lending office, except in each case to the extent non-US Lender that such amounts were payable either to such Bank’s assignor immediately before such Bank became a party hereto or such Bank immediately before it changed its lending office, (iv) any Tax attributable to such Bank’s failure fails to comply with Section 2.12(b), and (v) any U.S. federal withholding Tax imposed under FATCA (each such non-excluded Tax for the purposes of this Section, a “Section 2.12(a) Tax”) imposed by the United States of America, or any political subdivision or taxing authority thereof or therein, then the borrowing Borrower upon the request of such Bank shall increase the amount of such payment so that such Bank will receive a net amount (after deduction of all Section 2.12(a) Taxes) equal to the amount due hereunder and, as promptly as possible thereafter, send such Bank evidence showing payment thereof.

Withholding Tax Exemption. Each Lender which is not a United States person (aas such term is defined in Section 7701(a)(30) All payments hereunder and under any of the other Loan Documents shall be made free Code) agrees to deliver to Borrower and clear of and without any deduction for or on account of any tax, levy, deduction, withholding, or other similar charge of whatever nature (a “Tax”), unless otherwise required by law. If any applicable law (as determined in the good faith discretion of a Borrower or the Administrative Agent (each a “Withholding Agent”), as applicable, and including, for purposes of this Section 2.12, FATCA) requires the deduction on or withholding of any Tax from any payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld prior to the relevant Governmental Authority in accordance with applicable law. Except as otherwise provided in Section 2.12(c), if any Taxes are imposed and required by law to be paid or withheld from any amount payable to any Bank, but excluding Closing Date (i) any Tax two complete executed copies of Internal Revenue Service Form 4224 or branch profits Tax imposed on Form 1001 (or measured by the net income of a Bank successor forms thereto) certifying such Lender's entitlement to an exemption from United States withholding tax with respect to payment to be made under this Agreement or its lending office by the jurisdiction in which such Bank is incorporated or has its principal office or such lending office, (ii) any Tax imposed as if the Lender is not a result "bank" within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Form 4224 or Form 1001, a present certificate in a form approved by the Administrative Agent and two complete executed copies of Internal Revenue Service Form W-8 (or former connection between successor form thereto) certifying such Bank or applicable lending office Lender's entitlement to exemption from such withholding. In addition, each Lender agrees to deliver to Borrower and the jurisdiction imposing Administrative Agent updates or replacements to the foregoing forms and certificates from time to time when due to the lapse of time, the change in circumstances or otherwise, any such Taxform or certificate previously provided under this Section 2.6.4. shall become obsolete or inaccurate. Each Lender agrees to immediately notify Borrower and the Administrative Agent in the event that it is unable to certify that it is entitled to an exemption from withholding as aforesaid. Notwithstanding any provision of Section 2.6.3 or this Section 2.6.4. to the contrary, Borrower shall be entitled, to the extent required by any Requirement of Law, to deduct and withhold income or similar taxes imposed by the United States (or any other than a connection arising solely under the Loan DocumentsGovernmental Authority) from interest, (iii) any U.S. federal withholding Tax imposed on fees or other amounts payable to or hereunder for the account of such Bank with respect to an applicable interest in any Lender which is not a Loan or Commitment pursuant to a law in effect on the date on which United States person (xas defined above) such Bank becomes a party hereto (other than pursuant to an assignment requested by the Borrowers under Section 2.15) or (y) such Bank changes its lending office, except in each case for U.S. Federal income tax purposes to the extent that such Lender has not provided to Borrower forms establishing an exemption therefrom as aforesaid and Borrower shall not be obligated to pay any amounts were payable either to such Bank’s assignor immediately before such Bank became a party hereto under this Section 2.6.4. hereof in respect of income or such Bank immediately before it changed its lending office, (iv) any Tax attributable to such Bank’s failure to comply with Section 2.12(b), and (v) any U.S. federal withholding Tax imposed under FATCA (each such non-excluded Tax for the purposes of this Section, a “Section 2.12(a) Tax”) taxes imposed by the United States if any Lender has not provided the forms required to be provided pursuant to this Section 2.6.4. hereof or, in the case of Americaa payment, or other than interest, to a Lender to the extent that any political subdivision or taxing authority thereof or therein, then the borrowing Borrower upon the request such forms do not establish a complete exemption from withholding of such Bank shall increase the amount of such payment so that such Bank will receive a net amount (after deduction of all Section 2.12(a) Taxes) equal to the amount due hereunder and, as promptly as possible thereafter, send such Bank evidence showing payment thereoftaxes.

Withholding Tax Exemption. (a) All payments hereunder and under any of the other Loan Documents shall be made free and clear of and without any deduction for or on account of any tax, levy, deduction, withholding, or other similar charge of whatever nature (a “"Tax”"), unless otherwise required by law. If any applicable law (as determined in the good faith discretion of a Borrower or the Administrative Agent (each a “"Withholding Agent”"), as applicable, and including, for purposes of this Section 2.12, FATCA) requires the deduction or withholding of any Tax from any payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law. Except as otherwise provided in Section 2.12(c), if any Taxes are imposed and required by law to be paid or withheld from any amount payable to any Bank, but excluding (i) any Tax or branch profits Tax imposed on or measured by the net income (however denominated) of a Bank or its lending office by the jurisdiction in which such Bank is incorporated or has its principal office or such lending office, (ii) any Tax imposed as a result of a present or former connection between such Bank or applicable lending office and the jurisdiction imposing such Tax, other than a connection arising solely under the Loan Documents, (iii) any U.S. federal withholding Tax imposed on amounts payable to or for the account of such Bank with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (x) such Bank becomes a party hereto (other than pursuant to an assignment requested by the Borrowers under Section 2.15) or (y) such Bank changes its lending office, except in each case to the extent that such amounts were payable either to such Bank’s 's assignor immediately before such Bank became a party hereto or such Bank immediately before it changed its lending office, (iv) any Tax attributable to such Bank’s 's failure to comply with Section 2.12(b), and (v) any U.S. federal withholding Tax imposed under FATCA (each such non-excluded Tax for the purposes of this Section, a “"Section 2.12(a) Tax”") imposed by the United States of America, or any political subdivision or taxing authority thereof or therein, then the borrowing Borrower upon the request of such Bank shall increase the amount of such payment so that such Bank will receive a net amount (after deduction of all Section 2.12(a) Taxes) equal to the amount due hereunder and, as promptly as possible thereafter, send such Bank evidence showing payment thereof.

Withholding Tax Exemption. (a) All payments hereunder and Each Lender that is not created or organized under any the laws of the other Loan Documents United States of America or a political subdivision thereof shall deliver to Borrower and Agent no later than the Closing Date (or, in the case of a Lender which becomes a Lender pursuant to Section 10.11, the date upon which such Lender becomes a party hereto) a true and accurate certificate executed in duplicate by a duly authorized officer of such Lender, in a form satisfactory to Borrower and Agent, to the effect that such Lender is capable, under the provisions of an applicable treaty concluded by the United States of America (in which case the certificate shall be made free accompanied by three (3) accurate and clear complete duly executed originals of Form W-8BEN of the Internal Revenue Service) or under Section 1442 of the Internal Revenue Code (in which case the certificate shall be accompanied by three (3) accurate and without any deduction for or on account complete duly executed originals of any tax, levy, deduction, withholding, or other similar charge Form W-8ECI of whatever nature (a “Tax”the Internal Revenue Service), unless otherwise required by law. If any applicable law (as determined in the good faith discretion of a Borrower or the Administrative Agent (each a “Withholding Agent”)receiving payments of principal, as applicable, interest and including, for purposes of this Section 2.12, FATCA) requires the fees hereunder without deduction or withholding of any Tax from any payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable lawUnited States federal income tax. Except as otherwise provided in Section 2.12(c)Further, if at any Taxes are imposed and required by law to be paid or withheld from any amount payable to any Bank, but excluding (i) any Tax or branch profits Tax imposed on or measured by the net income of time a Bank or Lender changes its applicable lending office by the jurisdiction in which such Bank is incorporated or has its principal office or such selects an additional applicable lending office, it shall, at the same time or promptly thereafter, but only to the extent the certificate and forms previously delivered by it hereunder are no longer applicable or effective, deliver to Borrower and Agent in replacement for, or in addition to, the certificate and forms previously delivered by it hereunder, a true and accurate certificate executed in duplicate by a duly authorized officer of such Lender accompanied by three (ii3) any Tax imposed as a result accurate and complete duly executed originals of a present either Form W-8BEN of the Internal Revenue Service or former connection between Form W-8ECI of the Internal Revenue Service, whichever is applicable, indicating that such Bank or applicable lending office Lender is entitled to receive payments of principal, interest and the jurisdiction imposing such Tax, other than a connection arising solely under the Loan Documents, (iii) any U.S. federal withholding Tax imposed on amounts payable to or fees for the account of such Bank with respect changed or additional applicable lending office under this Agreement without deduction or withholding of United States federal tax. Each Lender further agrees to an applicable interest deliver to Borrower and Agent a true and accurate certificate executed in duplicate by a duly authorized officer of such Lender accompanied by three (3) accurate and complete duly executed originals of either Form W-8BEN of the Internal Revenue Service or Form W-8ECI of the Internal Revenue Service, whichever is appropriate, substantially in a Loan form satisfactory to Borrower and Agent, before or Commitment promptly upon the occurrence of any event requiring a change in the most recent certificate or Internal Revenue Service form previously delivered by it to Borrower and Agent pursuant to this Section 2.03(j). Further, each Lender which delivers a law certificate accompanied by Form W-8BEN of the Internal Revenue Service covenants and agrees to deliver to Borrower and Agent within fifteen (15) days prior to January 1, 2003, and every third (3rd) anniversary of such date thereafter, on which this Agreement is still in effect, another such certificate and three (3) accurate and complete original signed copies of Form W-8BEN (or any successor form or forms required under the Internal Revenue Code or the applicable regulations promulgated thereunder), and each Lender that delivers a certificate accompanied by Form W-8ECI of the Internal Revenue Service covenants and agrees to deliver to Borrower and Agent within fifteen (15) days prior to the beginning of each subsequent taxable year of such Lender during which this Agreement is still in effect, another such certificate and three (3) accurate and complete original signed copies of Internal Revenue Service Form W-8ECI (or any successor form or forms required under the Internal Revenue Code or the applicable regulations promulgated hereunder). If (i) any Lender is required under this Section 2.03(j) to provide a certificate or other evidence described above and fails to deliver to Borrower and Agent such certificate or other evidence or (ii) any Lender delivers a certificate to the effect on that, as a result of the adoption of or any change in any law, treaty, rule, regulation, guideline or determination of a Governmental Authority after the date on which (x) such Bank becomes Lender became a party hereto (hereto, such Lender is not capable of receiving payments of interest hereunder without deduction or withholding of United States federal income tax as specified therein and that it is not capable of recovering the full amount of the same from a source other than pursuant to an assignment requested by the Borrowers under Section 2.15) or (y) such Bank changes its lending officeBorrower, except in each case then, to the extent that required by law, as the sole consequence of such amounts were payable either Lender's failure to deliver the certificate described in (i) above or such Lender's delivery of the certificate described in (ii) above, Borrower shall be entitled to deduct or withhold taxes from the payments owed to such Bank’s assignor immediately before such Bank became a party hereto or such Bank immediately before it changed its lending office, (iv) any Tax attributable to such Bank’s failure to comply with Section 2.12(b), and (v) any U.S. federal withholding Tax imposed under FATCA (each such non-excluded Tax for the purposes of this Section, a “Section 2.12(a) Tax”) imposed by the United States of America, or any political subdivision or taxing authority thereof or therein, then the borrowing Borrower upon the request of such Bank shall increase the amount of such payment so that such Bank will receive a net amount (after deduction of all Section 2.12(a) Taxes) equal to the amount due hereunder and, as promptly as possible thereafter, send such Bank evidence showing payment thereofLender.

Withholding Tax Exemption. (a) All payments At least five Business Days prior to the first date for payment of interest or fees hereunder to a Foreign Lender, the Foreign Lender shall, if applicable, deliver to the Borrowers and under any of the other Loan Documents shall be made free and clear of and without any deduction for or on account of any tax, levy, deduction, withholding, or other similar charge of whatever nature (a “Tax”), unless otherwise required by law. If any applicable law (as determined in the good faith discretion of a Borrower or the Administrative Agent two duly completed copies of IRS Form W-8BEN or W-8ECI (each a “Withholding Agent”or any subsequent replacement or substitute form therefor), as applicable, and including, for purposes certifying that such Lender can receive payment of this Section 2.12, FATCA) requires the Obligations without deduction or withholding of any Tax from United States federal income taxes. Each Foreign Lender shall deliver to the Borrowers and the Administrative Agent two additional copies of such form before the preceding form expires or becomes obsolete or after the occurrence of any payment event requiring a change in the form, as well as any amendments, extensions or renewals thereof as may be reasonably requested by a Withholding the Borrowers or the Administrative Agent, then in each case, certifying that the applicable Withholding Agent shall be entitled to make such Foreign Lender can receive payment of Obligations without deduction or withholding of any such taxes, unless an event (including any change in treaty or law) has occurred that renders such forms inapplicable or prevents the Foreign Lender from certifying that it can receive payments without deduction or withholding of such 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, the Administrative Agent may withhold taxes from payments to such Foreign Lender at the applicable statutory and treaty rates, and the Borrowers shall timely not be required to pay the full amount deducted any additional amounts under Section 5.8 or withheld to the relevant Governmental Authority in accordance with applicable law. Except as otherwise provided in this Section 2.12(c), if any Taxes are imposed and required by law to be paid or withheld from any amount payable to any Bank, but excluding (i) any Tax or branch profits Tax imposed on or measured by the net income of a Bank or its lending office by the jurisdiction in which such Bank is incorporated or has its principal office or such lending office, (ii) any Tax imposed 5.9 as a result of a present such withholding. Each Lender or former connection between such Bank or applicable lending office and the jurisdiction imposing such Tax, other than a connection arising solely Agent that is organized under the Loan Documents, (iii) any U.S. federal withholding Tax imposed on amounts payable to or for the account laws of such Bank with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (x) such Bank becomes a party hereto (other than pursuant to an assignment requested by the Borrowers under Section 2.15) or (y) such Bank changes its lending office, except in each case to the extent that such amounts were payable either to such Bank’s assignor immediately before such Bank became a party hereto or such Bank immediately before it changed its lending office, (iv) any Tax attributable to such Bank’s failure to comply with Section 2.12(b), and (v) any U.S. federal withholding Tax imposed under FATCA (each such non-excluded Tax for the purposes of this Section, a “Section 2.12(a) Tax”) imposed by the United States of AmericaStates, or any political subdivision state or taxing authority district thereof or therein, then the borrowing Borrower upon the request of such Bank shall increase the amount of such payment so that such Bank will receive a net amount (after deduction of all Section 2.12(a) Taxes) equal provide to the amount due hereunder andUS Borrower (and in the case of a Lender, to the Administrative Agent) two duly executed copies of IRS Form W-9. In the event that any Lender or any Agent does not comply with the requirements of this Section 5.9, the relevant Borrower may withhold taxes from payments to such Lender or such Agent as promptly required by Applicable Law. In the event of the resignation of the Administrative Agent pursuant to Section 12.8 hereunder, the successor Administrative Agent shall be subject to the provisions of this Section 5.9 in the same manner as possible thereaftera its predecessor Administrative Agent, send and shall be required to provide the appropriate IRS Form W-8BEN or W-8ECI to the US Borrower as required in this Section 5.9. In the event that the successor Administrative Agent does not comply with the requirements of this Section 5.9, the Borrowers may withhold taxes from payments to such Bank evidence showing payment thereofsuccessor Administrative Agent as required by Applicable Law.

Withholding Tax Exemption. (a) All payments hereunder and under any of the other Loan Documents shall be made free and clear of and without any deduction for or on account of any tax, levy, deduction, withholding, or other similar charge of whatever nature (a “Tax”), unless otherwise required by law. If any applicable law (as determined in the good faith discretion of a Borrower or the Administrative Agent (each a “Withholding Agent”), as applicable, and including, for purposes of this Section 2.12, including FATCA) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law. Except as otherwise provided in Section 2.12(c2.13(c), if any Taxes are imposed and required by law to be paid or withheld from any amount payable to any Bank, but excluding (i) any Tax or branch profits Tax imposed on or measured by the net income of a Bank or its lending office by the jurisdiction in which such Bank is incorporated or has its principal office or such lending office, (ii) any Tax imposed as a result of a present or former connection between such Bank or applicable lending office and the jurisdiction imposing such Tax, other than a connection arising solely under the Loan Documents, (iii) any U.S. federal withholding Tax imposed on amounts payable to or for the account of such Bank with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (x) such Bank becomes a party hereto (other than pursuant to an assignment requested by the Borrowers Borrower under Section 2.15) 2.16), or (y) such Bank changes its lending office, except in each case to the extent that such amounts were payable either to such Bank’s assignor immediately before such Bank became a party hereto or such Bank immediately before it changed its lending office, (iv) any Tax attributable to such Bank’s failure to comply with Section 2.12(b2.13(b), and (v) any U.S. federal withholding Tax imposed under FATCA (each such non-excluded Tax for the purposes of this Section, a “Section 2.12(a2.13(a) Tax”) imposed by the United States of America, or any political subdivision or taxing authority thereof or thereintherein (each, for the purposes of this Section, an “Appropriate Taxing Authority”) then the borrowing Borrower upon the request of such Bank shall increase the amount of such payment so that such Bank will receive a net amount (after deduction of all Section 2.12(a2.13(a) Taxes) equal to the amount due hereunder and, and as promptly as possible thereafter, send such Bank evidence showing payment thereof.

Withholding Tax Exemption. (a) All payments hereunder and under If any Lender is a "foreign person" within the meaning of the other Loan Documents Code, such Lender shall be made free deliver to the Agent (i) (A) if such Lender qualifies for an exemption from, or a reduction of, United States withholding tax under a tax treaty, a properly completed and clear of and without any deduction for executed Internal Revenue Service Form 1001 (or on account applicable successor form) before the payment of any taxinterest in the first calendar year and in each succeeding calendar year during which interest may be paid under this Agreement, levy(B) if such Lender qualifies for an exemption from United States withholding tax for interest paid under this Agreement because it is effectively connected with a United States trade or business of such Lender, deductiontwo properly completed and executed copies of Internal Revenue Service Form 4224 (or applicable successor form) before the payment of any interest is due in the first taxable year of such Lender, withholdingand in each succeeding taxable year of such Lender, during which interest may be paid under this Agreement, or other similar charge (C) if such Lender is not a "bank" as defined in Section 881(c)(3)(A) of whatever nature the Code, a properly completed and executed Internal Revenue Service Form W-8 (a “Tax”), unless otherwise required by law. If or applicable successor form) before the payment of any applicable law (as determined interest is due in the good faith discretion first taxable year of such Lender, and in each succeeding taxable year of such Lender, during which interest may be paid under this Agreement, certifying that such Lender is a foreign corporation, partnership, estate or trust, together with a certificate of a Borrower or the Administrative Agent (each duly authorized officer representing that such Lender is not a “Withholding Agent”), as applicable, and including, "bank" for purposes of this Section 2.12881(c) of the Code, FATCAis not a 10% shareholder (within the meaning of Section 871(h)(3)(B) requires of the deduction or withholding Code) of any Tax from any payment by the Borrower and is not a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld controlled foreign corporation related to the relevant Governmental Authority in accordance with applicable law. Except as otherwise provided in Borrower (within the meaning of Section 2.12(c), if any Taxes are imposed and required by law to be paid or withheld from any amount payable to any Bank, but excluding (i864(d)(4) any Tax or branch profits Tax imposed on or measured by of the net income of a Bank or its lending office by the jurisdiction in which such Bank is incorporated or has its principal office or such lending office, (ii) any Tax imposed as a result of a present or former connection between such Bank or applicable lending office and the jurisdiction imposing such Tax, other than a connection arising solely under the Loan Documents, (iii) any U.S. federal withholding Tax imposed on amounts payable to or for the account of such Bank with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (x) such Bank becomes a party hereto (other than pursuant to an assignment requested by the Borrowers under Section 2.15) or (y) such Bank changes its lending office, except in each case to the extent that such amounts were payable either to such Bank’s assignor immediately before such Bank became a party hereto or such Bank immediately before it changed its lending office, (iv) any Tax attributable to such Bank’s failure to comply with Section 2.12(bCode), and (vii) any U.S. federal withholding Tax imposed under FATCA (each such non-excluded Tax for the purposes of this Section, a “Section 2.12(a) Tax”) imposed other form or forms as may be required or reasonably requested by the Agent to establish or substantiate exemption from, or reduction of, United States withholding tax under the Code or other laws of Americathe United States. Each Lender agrees to notify the Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction. If any form or document referred to in this subsection (e) requires the disclosure of information, other than information necessary to compute the tax payable and information required on the date hereof by Internal Revenue Service Form 1001, 4224 or any political subdivision W-8 (or taxing authority applicable successor forms) (or the related certificate described above), that the Lender reasonably considers to be confidential, the Lender shall give notice thereof or therein, then the borrowing Borrower upon the request of such Bank shall increase the amount of such payment so that such Bank will receive a net amount (after deduction of all Section 2.12(a) Taxes) equal to the amount due hereunder and, as promptly as possible thereafter, send Borrower and shall not be obligated to include in such Bank evidence showing payment thereofform or document such confidential information.

Withholding Tax Exemption. Each Lender that is not ------------------------- incorporated or otherwise formed under the laws of the U.S. or a state thereof agrees that it will, prior to or on or about the 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 the Borrower (aon behalf of Mail-Well and the Borrower) All and the Agent two duly completed copies of U.S. Internal Revenue Service Form 1001, 4224 or W-8, as appropriate, certifying in any case that such Lender is entitled to receive payments hereunder from Mail-Well and the Borrower under any of the other Loan Documents shall be made free and clear of and Document without any deduction for or on account of any tax, levy, deduction, withholding, or other similar charge of whatever nature (a “Tax”), unless otherwise required by law. If any applicable law (as determined in the good faith discretion of a Borrower or the Administrative Agent (each a “Withholding Agent”), as applicable, and including, for purposes of this Section 2.12, FATCA) requires the deduction or withholding of any Tax from U.S. federal income taxes. Each Lender which so delivers a Form 1001, 4224 or W-8 further undertakes to deliver to Borrower (on behalf of Mail-Well and the Borrower) and the Agent two additional copies of such form (or a successor form) on or before the date such form expires or becomes obsolete or after the occurrence of any payment event requiring a change in the most recent form so delivered by a Withholding it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower or the Agent, then the applicable Withholding Agent shall be in each case certifying that such Lender is entitled to make such receive payments from Mail-Well and the Borrower under any Loan Document without deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law. Except as otherwise provided in Section 2.12(c), if any Taxes are imposed and required by law to be paid or withheld from any amount payable to any Bank, but excluding (i) any Tax or branch profits Tax imposed on or measured by the net income of a Bank or its lending office by the jurisdiction in which such Bank is incorporated or has its principal office or such lending office, (ii) any Tax imposed as a result of a present or former connection between such Bank or applicable lending office and the jurisdiction imposing such Tax, other than a connection arising solely under the Loan Documents, (iii) any U.S. federal withholding Tax imposed on amounts payable income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to or for the account of such Bank with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (x) any such Bank becomes a party hereto (other than pursuant 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 an assignment requested by it and such Lender advises the Borrowers under Section 2.15) Borrower and the Agent that it is not capable of receiving such payments without any deduction or (y) such Bank changes its lending office, except in each case to the extent that such amounts were payable either to such Bank’s assignor immediately before such Bank became a party hereto or such Bank immediately before it changed its lending office, (iv) any Tax attributable to such Bank’s failure to comply with Section 2.12(b), and (v) any withholding of U.S. federal withholding Tax imposed under FATCA (each such non-excluded Tax for the purposes of this Section, a “Section 2.12(a) Tax”) imposed by the United States of America, or any political subdivision or taxing authority thereof or therein, then the borrowing Borrower upon the request of such Bank shall increase the amount of such payment so that such Bank will receive a net amount (after deduction of all Section 2.12(a) Taxes) equal to the amount due hereunder and, as promptly as possible thereafter, send such Bank evidence showing payment thereofincome tax.

Withholding Tax Exemption. (a) All payments hereunder and under any of the other Loan Documents shall be made free and clear of and without any deduction for or on account of any tax, levy, deduction, withholding, or other similar charge of whatever nature (a “Tax”), unless otherwise required by law. If any applicable law (as determined in the good faith discretion of a Borrower or the Administrative Agent (each a “Withholding Agent”), as applicable, and including, for purposes of this Section 2.12, FATCA) requires the deduction or withholding of any Tax from any payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law. Except as otherwise provided in Section 2.12(c), if any Taxes are imposed and required by law to be paid or withheld from any amount payable to any Bank, but excluding (i) any Tax or branch profits Tax imposed on or measured by the net income of a Bank or its lending office by the jurisdiction in which such Bank Each Lender that is not incorporated or has its principal office or such lending office, (ii) any Tax imposed as a result of a present or former connection between such Bank or applicable lending office and the jurisdiction imposing such Tax, other than a connection arising solely organized under the Loan Documents, (iii) any U.S. federal withholding Tax imposed on amounts payable to or for the account laws of such Bank with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (x) such Bank becomes a party hereto (other than pursuant to an assignment requested by the Borrowers under Section 2.15) or (y) such Bank changes its lending office, except in each case to the extent that such amounts were payable either to such Bank’s assignor immediately before such Bank became a party hereto or such Bank immediately before it changed its lending office, (iv) any Tax attributable to such Bank’s failure to comply with Section 2.12(b), and (v) any U.S. federal withholding Tax imposed under FATCA (each such non-excluded Tax for the purposes of this Section, a “Section 2.12(a) Tax”) imposed by the United States of America, or a state thereof, shall, on or before the date such Lender becomes a party to this Agreement, deliver to each of the Borrowers and the Administrative Agent two duly completed copies of United States Internal Revenue Service Form W 8BEN, W 8ECI or W 8IMY, certifying that such Lender is entitled to receive payments under this Agreement and such Lender’s Revolving Credit Note without deduction or withholding of any political subdivision United States federal income taxes. Each Lender that so delivers a Form W 8BEN, W 8ECI or taxing authority thereof or therein, then W 8IMY further undertakes to deliver to each of the borrowing Borrower upon Borrowers and the request Administrative Agent two additional copies of such Bank shall increase form (or a successor form) on or before the amount date that such form expires, 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 Borrowers or the Administrative Agent, in each case certifying that such Lender is entitled to receive payments under this Agreement and 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 that renders all such forms inapplicable or that would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender promptly advises the Borrowers and the Administrative Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax. Each Lender that is incorporated or organized under the laws of the United States of America or a state thereof shall, within ten (10) days following the date such Lender becomes a party to this Agreement, deliver to the Borrowers and the Administrative Agent two duly completed copies of United States Internal Revenue Service Form W-9, certifying that such Lender is a United States person for United States federal income tax purposes. Each Lender further undertakes to deliver to the Borrowers and the Administrative Agent two additional copies of such payment so form (or a successor form) on or before the date that such Bank will receive a net amount (after deduction of all Section 2.12(a) Taxes) equal to the amount due hereunder andform expires, as promptly as possible thereafter, send such Bank evidence showing payment thereofbecomes obsolete or otherwise becomes ineffective.

Withholding Tax Exemption. (a) All payments hereunder and under any of the other Loan Documents shall be made free and clear of and without any deduction for or on account of any tax, levy, deduction, withholding, or other similar charge of whatever nature (a “Tax”), unless otherwise required by law. If any applicable law (as determined in the good faith discretion of a Borrower or the Administrative Agent (each a “Withholding Agent”), as applicable, and including, for purposes of this Section 2.12, FATCA) requires the deduction or withholding of any Tax from any payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law. Except as otherwise provided in Section 2.12(c), if any Taxes are imposed and required by law to be paid or withheld from any amount payable to any Bank, but excluding (i) any Tax or branch profits Tax imposed on or measured by the net income (however denominated) of a Bank or its lending office by the jurisdiction in which such Bank is incorporated or has its principal office or such lending office, (ii) any Tax imposed as a result of a present or former connection between such Bank or applicable lending office and the jurisdiction imposing such Tax, other than a connection arising solely under the Loan Documents, (iii) any U.S. federal withholding Tax imposed on amounts payable to or for the account of such Bank with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (x) such Bank becomes a party hereto (other than pursuant to an assignment requested by the Borrowers under Section 2.15) or (y) such Bank changes its lending office, except in each case to the extent that such amounts were payable either to such Bank’s assignor immediately before such Bank became a party hereto or such Bank immediately before it changed its lending office, (iv) any Tax attributable to such a Bank’s or Participant’s failure to comply with Section 2.12(b), and (v) any U.S. federal withholding Tax imposed under FATCA (each such non-excluded Tax for the purposes of this Section, a “Section 2.12(a) Tax”) imposed by the United States of America, or any political subdivision or taxing authority thereof or therein, then the borrowing Borrower upon the request of such Bank shall increase the amount of such payment so that such Bank will receive a net amount (after deduction of all Section 2.12(a) Taxes) equal to the amount due hereunder and, as promptly as possible thereafter, send such Bank evidence showing payment thereof.

Withholding Tax Exemption. At least five Business Days prior to the first date for payment of interest or fees hereunder to a Foreign Lender, the Foreign Lender shall deliver to Borrowers and Agent two duly completed copies of IRS Form W-8BEN or W-8ECI (a) All payments hereunder and under or any of the other Loan Documents shall be made free and clear of and without any deduction for subsequent replacement or on account of any tax, levy, deduction, withholding, or other similar charge of whatever nature (a “Tax”substitute form therefor), unless otherwise required by law. If any applicable law (as determined in the good faith discretion certifying that such Lender can receive payment of a Borrower or the Administrative Agent (each a “Withholding Agent”), as applicable, and including, for purposes of this Section 2.12, FATCA) requires the Obligations without deduction or withholding of any Tax from any payment United States federal income taxes. In addition, in the case of a Foreign Lender that is relying on the portfolio interest exemption under Section 881(c) of the IRC, such Foreign Lender shall also deliver at such time described above a form approved by a Withholding the Borrower Agent, then to the applicable Withholding effect that such Foreign Lender is not (A) a “bank” lending in the ordinary course of its trade or business, within the meaning of Section 881(c)(3)(A) of the IRC, (B) a “10 percent shareholder” of any Borrower within the meaning of Section 881(c)(3)(B) of the IRC or (C) a “controlled foreign corporation” related to any Borrower within the meaning of Section 881(3)(c)(C) of the IRC. Each Foreign Lender shall deliver to Borrowers and Agent shall two additional copies of such forms before the preceding forms expire or become obsolete or after the occurrence of any event requiring a change in the forms, as well as any amendments, extensions or renewals thereof as may be entitled to make such reasonably requested by Borrowers or Agent, in each case, certifying that the Foreign Lender can receive payment of Obligations without deduction or withholding of any such taxes unless any change in treaty or law has occurred that renders such forms inapplicable or prevents the Foreign Lender from certifying that it can receive payments without deduction or withholding of such 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 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 timely not be required to pay the full amount deducted any additional amounts under Section 5.8 or withheld to the relevant Governmental Authority in accordance with applicable law. Except as otherwise provided in this Section 2.12(c), if any Taxes are imposed and required by law to be paid or withheld from any amount payable to any Bank, but excluding (i) any Tax or branch profits Tax imposed on or measured by the net income of a Bank or its lending office by the jurisdiction in which such Bank is incorporated or has its principal office or such lending office, (ii) any Tax imposed 5.9 as a result of a present such withholding. Each Lender or former connection between such Bank or applicable lending office and the jurisdiction imposing such Tax, other than a connection arising solely Agent that is organized under the Loan Documents, (iii) any U.S. federal withholding Tax imposed on amounts payable to or for the account laws of such Bank with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (x) such Bank becomes a party hereto (other than pursuant to an assignment requested by the Borrowers under Section 2.15) or (y) such Bank changes its lending office, except in each case to the extent that such amounts were payable either to such Bank’s assignor immediately before such Bank became a party hereto or such Bank immediately before it changed its lending office, (iv) any Tax attributable to such Bank’s failure to comply with Section 2.12(b), and (v) any U.S. federal withholding Tax imposed under FATCA (each such non-excluded Tax for the purposes of this Section, a “Section 2.12(a) Tax”) imposed by the United States of AmericaStates, or any political subdivision state or taxing authority district thereof shall provide to the Borrowers (and in the case of a Lender, to the Agent) two duly executed copies of IRS Form W-9 certifying that such Lender is not subject to U.S. federal backup withholding tax. During any period that a Lender does not or therein, then the borrowing Borrower upon the request is unable to establish that it can receive payments without deduction or withholding of such Bank backup withholding taxes, Agent may withhold taxes from payments to such Lender at the applicable statutory rate, and Borrowers shall increase the amount not be required to pay any additional amounts under Section 5.8 or this Section 5.9 as a result of such payment so withholding. In the event that any Lender or Agent does not comply with the requirements of this Section 5.9, Borrowers may withhold taxes from payments to such Bank will receive a net amount (after deduction Lender or Agent as required by applicable law. In the event of all the resignation or removal of the Agent pursuant to Section 2.12(a) Taxes) equal 12.8 hereunder, the successor Agent shall be subject to the amount due hereunder andprovisions of this Section 5.9 in the same manner as a its predecessor Agent, and shall be required to provide the appropriate documentation to the Borrowers as promptly required in this Section 5.9. In the event that the successor Agent does not comply with the requirements of this Section 5.9, Borrowers may withhold taxes from payments to such successor Agent as possible thereafter, send such Bank evidence showing payment thereofrequired by applicable law.

Withholding Tax Exemption. (a) All payments hereunder and Each Lender that is not incorporated or otherwise formed under any the laws of the other Loan Documents shall be made free and clear of and without any deduction for U.S. or a state thereof agrees that it will, prior to or on account of any taxor 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, levy, deduction, withholding, or other similar charge of whatever nature (a “Tax”), unless otherwise required by law. If any applicable law (as determined in deliver to the good faith discretion of a Borrower or and the Administrative Agent (each a “Withholding Agent”)two duly completed copies of U.S. Internal Revenue Service Form W-8ECI or W-8BEN or other equivalent successor form, as applicableappropriate, and including, for purposes of this Section 2.12, FATCA) requires certifying in any case that such Lender is entitled to receive payments from the Borrower under any Loan Document without deduction or withholding of any Tax from U.S. federal income SECOND AMENDED AND RESTATED CREDIT AGREEMENT - Page 48 taxes. Each Lender which so delivers a Form W-8ECI or W-8BEN or other equivalent successor form, as appropriate, further undertakes to deliver to the Borrower and the Administrative Agent two additional copies of such form (or a successor form) on or before the date such form expires or becomes obsolete or after the occurrence of any payment event requiring a change in the most recent form so delivered by a Withholding it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower or the Administrative Agent, then the applicable Withholding Agent shall be in each case certifying that such Lender is entitled to make such receive payments from the Borrower under any Loan Document without deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law. Except as otherwise provided in Section 2.12(c), if any Taxes are imposed and required by law to be paid or withheld from any amount payable to any Bank, but excluding (i) any Tax or branch profits Tax imposed on or measured by the net income of a Bank or its lending office by the jurisdiction in which such Bank is incorporated or has its principal office or such lending office, (ii) any Tax imposed as a result of a present or former connection between such Bank or applicable lending office and the jurisdiction imposing such Tax, other than a connection arising solely under the Loan Documents, (iii) any U.S. federal withholding Tax imposed on amounts payable income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to or for the account of such Bank with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (x) any such Bank becomes a party hereto (other than pursuant 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 an assignment requested by it and such Lender advises the Borrowers under Section 2.15) Borrower and the Administrative Agent that it is not capable of receiving such payments without any deduction or (y) such Bank changes its lending office, except in each case to the extent that such amounts were payable either to such Bank’s assignor immediately before such Bank became a party hereto or such Bank immediately before it changed its lending office, (iv) any Tax attributable to such Bank’s failure to comply with Section 2.12(b), and (v) any withholding of U.S. federal withholding Tax imposed under FATCA (each such non-excluded Tax for the purposes of this Section, a “Section 2.12(a) Tax”) imposed by the United States of America, or any political subdivision or taxing authority thereof or therein, then the borrowing Borrower upon the request of such Bank shall increase the amount of such payment so that such Bank will receive a net amount (after deduction of all Section 2.12(a) Taxes) equal to the amount due hereunder and, as promptly as possible thereafter, send such Bank evidence showing payment thereofincome tax.