Common use of Withholding Tax Exemption Clause in Contracts

Withholding Tax Exemption. At least five Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Bank, 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 each of the Company and the Administrative Agent two duly completed copies of United States Internal Revenue Service Form W-8BEN or W-8ECI, certifying in either case that such Bank is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes. Each Bank which so delivers a Form W-8BEN or W-8ECI further undertakes to deliver to each of the Company and the Administrative Agent two additional copies of such form (or a successor form) on or before the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Company or the 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 any United States federal income taxes, unless an event (including 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 Bank from duly completing and delivering any such form with respect to it and such Bank advises the Company and the Administrative Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

Withholding Tax Exemption. At least five Domestic Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Bank, each Bank that is not incorporated under the laws of the United States of America, America or a state thereof, thereof agrees that it will deliver to each of the Company Borrower and the Administrative Agent two duly completed copies of United States Internal Revenue Service Form W-8BEN 1001 or W-8ECI4224, certifying in either case that such Bank is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes. Each Bank which so delivers a Form W-8BEN 1001 or W-8ECI 4224 further undertakes to deliver to each of the Company Borrower and the Administrative Agent two additional copies of such form (or a successor form) on or before the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms form so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Company Borrower or the 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 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 Bank from duly completing and delivering any such form with respect to it and such Bank advises the Company Borrower and the Administrative Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

Withholding Tax Exemption. (A) At least five Domestic Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Bank, each Bank that is not incorporated under the laws of the United States of America, America or a state thereof, thereof agrees that it will deliver to each of the Company and the Administrative Agent two duly completed copies of United States Internal Revenue Service Form W-8BEN or W-8ECIW-8ECI and any additional forms necessary for claiming complete exemption from United States withholding taxes (or any successor or substitute forms), certifying in either case that such Bank is entitled to receive payments under this Agreement and the Notes Loans without deduction or withholding of any United States federal income taxes. Each Bank which so delivers a Form W-8BEN or W-8ECI and any additional forms necessary for claiming complete exemption from United States withholding taxes (or any successor or substitute forms) further undertakes to deliver to each of the Company and the Administrative Agent two additional copies of such form forms (or a any successor formor substitute forms) on or before the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms form so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Company or the Administrative AgentAgent to the extent it may lawfully do so, in each case certifying that such Bank is entitled to receive payments under this Agreement and the Notes Loans 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 Bank from duly completing and delivering any such form with respect to it and such Bank advises the Company and the Administrative Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

Withholding Tax Exemption. At least five (5) Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Bank, 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 each of the Company Borrower and the Administrative Agent two duly completed copies of United States Internal Revenue Service Form W-8BEN W8BEN or W-8ECIW8ECI, certifying in either case that such Bank is entitled to receive payments under this Agreement and the Revolving Notes without deduction or withholding of any United States federal income taxes. Each Bank which so delivers a Form W-8BEN W8BEN or W-8ECI W8ECI further undertakes to deliver to each of the Company Borrower and the Administrative Agent two additional copies of such form (or a successor form) on or before the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Company Borrower or the Administrative Agent, in each case certifying that such Bank is entitled to receive payments under this Agreement and the Revolving Notes without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Bank from duly completing and delivering any such form with respect to it and such Bank advises the Company Borrower and the Administrative Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

Withholding Tax Exemption. At least five Domestic Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Bank, each Bank that is not incorporated under the laws of the United States of America, America or a state thereof, thereof agrees that it will deliver to each of the Company Borrower and the Administrative Agent two duly completed copies of United States Internal Revenue Service Form W-8 (including Form W-8BEN or W-8ECIW-8EC1), certifying in either case that such Bank is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes. Each Bank which so delivers a Form W-8BEN or W-8ECI W-8EC1 further undertakes to deliver to each of the Company Borrower and the Administrative Agent two additional copies of such form (or a successor form) on or before the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms form so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Company Borrower or the 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 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 Bank from duly completing and delivering any such form with respect to it and such Bank advises the Company Borrower and the Administrative Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.. Section 2.16

Withholding Tax Exemption. At least No later than five Business (5) Banking Days prior to the first date on which interest or fees are payable hereunder for the account of any Bank, each Bank that is not incorporated under the laws of the United States of America, America or a state thereof, thereof agrees that it will deliver to each of the Company Borrowers and the Administrative Agent Operations Agent, two duly completed copies of the United States Internal Revenue Service Form W-8BEN or W-8ECIW-8ECI (or any successor forms), certifying in either case that such Bank is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes. Each Bank which so delivers a Form W-8BEN or W-8ECI further undertakes to deliver to each of the Company Borrowers and the Administrative Operations Agent two additional copies of such form (or a successor form) on or before the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms form so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Company Borrowers or the Administrative Operations Agent, in each case certifying that such Bank is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes, unless an event (including including, without limitation, 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 Bank from duly completing and delivering any such form with respect to it and such Bank advises the Company Borrowers and the Administrative -19- Operations Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

Withholding Tax Exemption. At least five Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Bank, each Bank that is not incorporated under the laws of the United States of America, America or a state thereof, thereof and that has not already done so agrees that it will deliver to each of the Company Borrower and the Administrative Agent two duly completed copies of United States Internal Revenue Service Form W-8BEN 1001 or W-8ECI4224, certifying in either case that such Bank is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes. Each Bank which so delivers a Form W-8BEN 1001 or W-8ECI 4224 further undertakes to deliver to each of the Company Borrower and the Administrative Agent two additional copies of such form (or a successor form) on or before the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms form so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Company Borrower or the 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 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 Bank from duly completing and delivering any such form with respect to it and such Bank advises the Company Borrower and the Administrative Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

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

Withholding Tax Exemption. At least five Domestic Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Bank, each Bank that is not incorporated under the laws of the United States of America, America or a state thereof, thereof agrees that it will deliver to each of the Company Borrower and the Administrative Agent two duly completed copies of United States Internal Revenue Service Form W-8BEN W8-ECI or W-8ECIW8-BEN, certifying in either case that such Bank is entitled to receive payments under this Agreement and the Notes Loan Documents without deduction or withholding of any United States federal income taxes. Each Bank which so delivers a Form W-8BEN W8-ECI or W-8ECI W8-BEN further undertakes to deliver to each of the Company Borrower and the Administrative Agent two additional copies of such form forms (or a successor form) on or before the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms form so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Company Borrower or the Administrative Agent, in each case certifying that such Bank is entitled to receive payments under this Agreement and the Notes Loan Documents without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Bank from duly completing and delivering any such form with respect to it and such Bank advises the Company Borrower and the Administrative Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

Withholding Tax Exemption. At least five Domestic Business Days prior to the first date on which interest or facility fees are payable hereunder for the account of any Bank, each Bank that is not incorporated under the laws of the United States of America, America or a state thereof, thereof agrees that it will deliver to each of the Company Borrower and the Administrative Agent two duly completed copies of United States Internal Revenue Service Form W-8BEN 1001 or W-8ECI4224, certifying in either case that such Bank is entitled to receive payments under this Agreement and the Notes Financing Documents without deduction or withholding of any United States federal income taxes. Each Bank which so delivers a Form W-8BEN 1001 or W-8ECI 4224 further undertakes to deliver to each of the Company Borrower and the Administrative Agent two additional copies of such form (or a successor form) on or before the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms form so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Company Borrower or the Administrative Agent, in each case certifying that such Bank is entitled to receive payments under this Agreement and the Notes Financing 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 Bank from duly completing and delivering any such form with respect to it and such Bank advises the Company Borrower and the Administrative Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

Withholding Tax Exemption. At least five (5) Business Days prior to the first date day on which interest or fees are payable hereunder for the account of any Bank, 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 each of the Company and the Administrative Agent two duly completed copies of United States Internal Revenue Service Form W-8BEN 1001 or W-8ECIForm 4224, certifying in either case that such Bank is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes. Each Bank which so delivers a Form W-8BEN 1001 or W-8ECI Form 4224 further undertakes to deliver to each of the Company and the Administrative Agent two (2) additional copies of such form (or a any applicable successor form) on or before the date that such form expires (currently, three (3) successive calendar years for Form 1001 and one (1) calendar year for Form 4224) or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Company or the 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 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 Bank from duly completing and delivering any such form with respect to it and such Bank advises the Company and the Administrative Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income taxtaxes.

Withholding Tax Exemption. At least five Domestic Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Bank, each Bank that is not incorporated under the laws of the United States of America, America or a state thereof, thereof agrees that it will deliver to each of the Company Borrower and the Administrative Agent two duly completed copies of United States Internal Revenue Service Form W-8BEN 1001 or W-8ECI4224, certifying in either case that such Bank is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes. Each Bank which so delivers a Form W-8BEN 1001 or W-8ECI 4224 further undertakes to deliver to each of the Company Borrower and the Administrative Agent two additional copies of such form forms (or a successor form) on or before the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms form so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by 36 the Company Borrower or the 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 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 Bank from duly completing and delivering any such form with respect to it and such Bank advises the Company Borrower and the Administrative Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.. ARTICLE III

Withholding Tax Exemption. At least five Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Bank, 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 each of the Company and the Administrative Managing Agent two duly completed copies of United States Internal Revenue Service Form W-8BEN 1001 or W-8ECI4224, certifying in either case that such Bank is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes. Each Bank which so delivers a Form W-8BEN 1001 or W-8ECI 4224 further undertakes to deliver to each of the Company and the Administrative Managing Agent two additional copies of such form (or a successor form) on or before the date that such form expires (currently, three successive calendar years for Form 1001 and one calendar year for Form 4224) or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Company or the Administrative Managing Agent, in each case certifying that such Bank is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Bank from duly completing and delivering any such form with respect to it and such Bank advises the Company and the Administrative Managing Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.. ARTICLE III

Withholding Tax Exemption. At least five Business Days prior to the first date on which interest or fees are payable hereunder for the account of any BankLender, each Bank Lender that is not incorporated under the laws of the United States of America, America or a state thereof, thereof agrees that it will deliver to each of the Company and the Administrative Agent two duly completed copies of United States Internal Revenue Service Form W-8BEN 1001 or W-8ECI4224, certifying in either case that such Bank Lender is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes. Each Bank Lender which so delivers a Form W-8BEN 1001 or W-8ECI 4224 further undertakes to deliver to each of the Company and the Administrative Agent two additional copies of such form (or a successor form) on or before the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms form so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Company or the Administrative Agent, in each case certifying that such Bank Lender is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any Credit Agreement ---------------- 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 Bank Lender from duly completing and delivering any such form with respect to it and such Bank Lender advises the Company and the Administrative Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

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

Withholding Tax Exemption. At least five Domestic Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Bank, each Bank that is not incorporated under the laws of the United States of America, America or a state thereof, thereof agrees that it will deliver to each of the Company Borrower and the Administrative Agent (i) two duly completed copies of United States Internal Revenue Service Form W-8BEN or W-8ECIW-8ECI (or, in either case, a successor form), certifying in either case that such Bank is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxestaxes and (ii) if such Bank is subject to backup withholding on the payment of interest, notification to such effect. Each Bank which so delivers a Form W-8BEN or W-8ECI (or, in either case, a successor form) further undertakes to deliver to each of the Company Borrower and the Administrative Agent two additional copies of such form (or a successor form) on or before the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms form so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Company Borrower or the 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 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 Bank from duly completing and delivering any such form with respect to it and such Bank promptly advises the Company Borrower and the Administrative Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

Withholding Tax Exemption. At least five (5) Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Bank, 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 each of the Company Borrowers and the Administrative Agent two (2) duly completed copies of United States Internal Revenue Service Form W-8BEN W8BEN or W-8ECIW8ECI, certifying in either case that such Bank is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes. Each Bank which so delivers a Form W-8BEN W8BEN or W-8ECI W8ECI further undertakes to deliver to each of the Company Borrowers and the Administrative Agent two additional copies of such form (or a successor form) on or before the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Company Borrowers or the 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 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 Bank from duly completing and delivering any such form with respect to it and such Bank advises the Company Borrowers and the Administrative Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

Withholding Tax Exemption. At least five (5) Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Bank, 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 each of the Company and the Administrative Documentation Agent two duly completed copies of United States Internal Revenue Service Form W-8BEN 1001 or W-8ECI4224, certifying in either case that such Bank is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes. Each Bank which so delivers a Form W-8BEN 1001 or W-8ECI 4224 further undertakes to deliver to each of the Company and the Administrative Documentation Agent two additional copies of such form (or a successor form) on or before the date that such form expires (currently, three successive calendar years for Form 1001 and one calendar year for Form 4224) or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Company or the Administrative Documentation Agent, in each case certifying that such Bank is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Bank from duly completing and delivering any such form with respect to it and such Bank advises the Company and the Administrative Documentation Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

Withholding Tax Exemption. At least five Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Bank, each Each Bank that is not incorporated under the laws of the United States of America, America or a state thereof, thereof agrees that it will deliver to each of the Company Borrower and the Administrative Agent two duly completed copies of United States Internal Revenue Service Form W-8BEN 1001 or W-8ECI4224 (or a successor form), certifying in either case that such Bank is entitled to receive payments from the Borrower under this Agreement and the Notes any Loan Document without deduction or withholding of any United States federal income taxes. Each Bank which so delivers a Form W-8BEN 1001 or W-8ECI 4224 further undertakes to deliver to each of the Company Borrower and the Administrative Agent two (2) additional copies of such form (or a successor form) on or before the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms form so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Company Borrower or the Administrative Agent, in each case certifying that such Bank is entitled to receive payments from the Borrower under this Agreement and the Notes any Loan Document without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law law, or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Bank from duly completing and delivering any such form with respect to it and such Bank advises the Company Borrower and the Administrative Agent that it is not capable of receiving such payments without any deduction or withholding of United States federal income tax.

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

Withholding Tax Exemption. At least five Domestic ------------------------- Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Bank, each Bank that is not incorporated under the laws of the United States of America, America or a state thereof, thereof agrees that it will deliver to each of the Company Borrower and the Administrative Agent two duly completed copies of United States Internal Revenue Service Form W-8BEN 1001 or W-8ECI4224, certifying in either case that such Bank is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes. Each Bank which so delivers a Form W-8BEN 1001 or W-8ECI 4224 further undertakes to deliver to each of the Company Borrower and the Administrative Agent two additional copies of such form (or a successor form) on or before the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms form so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Company Borrower or the 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 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 Bank from duly completing and delivering any such form with respect to it and such Bank advises the Company Borrower and the Administrative Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

Withholding Tax Exemption. At least five (5) Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Bank, 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 each of the Company Borrowers and the Administrative Agent two duly completed copies of United States Internal Revenue Service Form W-8BEN W8BEN or W-8ECIW8ECI, certifying in either case that such Bank is entitled to receive payments under this Agreement and the Revolving Notes without deduction or withholding of any United States federal income taxes. Each Bank which so delivers a Form W-8BEN W8BEN or W-8ECI W8ECI further undertakes to deliver to each of the Company Borrowers and the Administrative Agent two additional copies of such form (or a successor form) on or before the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Company Borrowers or the Administrative Agent, in each case certifying that such Bank is entitled to receive payments under this Agreement and the Revolving Notes without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Bank from duly completing and delivering any such form with respect to it and such Bank advises the Company Borrowers and the Administrative Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

Withholding Tax Exemption. At least five Business Days prior to the first date on which interest or fees are payable hereunder for the account of any BankLender, each Bank Lender that is not incorporated under the laws of the United States of America, America or a state thereof, thereof agrees that it will deliver to each of the Company and the Administrative Agent two duly completed copies of United States Internal Revenue Service Form W-8BEN 1001 or W-8ECI4224, certifying in either case that such Bank Lender is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes. Each Bank Lender which so delivers a Form W-8BEN 1001 or W-8ECI 4224 further undertakes to deliver to each of the Company and the Administrative Agent two additional copies of such form (or a successor form) on or before the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms form so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Company or the Administrative Agent, in each case certifying that such Bank Lender is entitled to receive payments under this Agreement and the Notes without deduction or Credit Agreement 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 Bank Lender from duly completing and delivering any such form with respect to it and such Bank Lender advises the Company and the Administrative Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

Withholding Tax Exemption. At least five Domestic Business ------------------------- Days prior to the first date on which interest or fees are payable hereunder for the account of any Bank, each Bank that is not incorporated under the laws of the United States of America, America or a state thereof, thereof agrees that it will deliver to each of the Company Borrower and the Administrative Agent two duly completed copies of United States Internal Revenue Service Form W-8BEN 1001 or W-8ECI4224, certifying in either case that such Bank is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes. Each Bank which so delivers a Form W-8BEN 1001 or W-8ECI 4224 further undertakes to deliver to each of the Company Borrower and the Administrative Agent two additional copies of such form (or a successor form) on or before the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms form so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Company Borrower or the 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 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 Bank from duly completing and delivering any such form with respect to it and such Bank advises the Company Borrower and the Administrative Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

Withholding Tax Exemption. At least five Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Bank, each Bank that is not incorporated under the laws of the United States of America, America or a state thereof, thereof agrees that it will deliver to each of the Company and the Administrative Agent two duly completed copies of United States Internal Revenue Service Form W-8BEN W-8ECI or W-8ECIW-8BEN, certifying in either case that such Bank is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes. Each Bank which so delivers a Form W-8ECI or W-8BEN or W-8ECI further undertakes to deliver to each of the Company and the Administrative Agent two additional copies of such form (or a successor form) on or before the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms form so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Company or the 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 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 Bank from duly completing and delivering any such form with respect to it and such Bank advises the Company and the Administrative Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

Withholding Tax Exemption. At least five Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Bank, each Each Bank that is not incorporated under the laws of the United States of America, America or a state thereof, thereof agrees that it will deliver to each of the Company and the Administrative Agent Agent, at least one Domestic Business Day before interest or fees first become payable hereunder for the account of such Bank, two duly completed copies of United States Internal Revenue Service Form W-8BEN 1001 or W-8ECI4224, certifying in either case certifying that such Bank is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes. Each Bank which so delivers a Form W-8BEN 1001 or W-8ECI 4224 further undertakes to deliver to each of the Company and the Administrative Agent two additional copies of such form (or a successor form) on or before the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms form so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Company or the 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 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 Bank from duly completing and delivering any such form with respect to it and such Bank advises the Company and the Administrative Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

Withholding Tax Exemption. (A) At least five Domestic Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Bank, each Bank that is not incorporated under the laws of the United States of America, America or a state thereof, thereof agrees that it will deliver to each of the Company and the Administrative Agent two duly completed copies of United States Internal Revenue Service Form W-8BEN or W-8ECIW-8ECI and any additional forms necessary for claiming complete exemption from United States withholding taxes (or any successor or substitute forms), certifying in either case that such Bank is entitled to receive payments under this Agreement and the Notes Loans without deduction or withholding of any United States federal income taxes. Each Bank which so delivers a Form W-8BEN or W-8ECI and any additional forms necessary for claiming complete exemption from United States withholding taxes (or any successor or substitute forms) further undertakes to deliver to each of the Company and the Administrative Agent two additional copies of such form forms (or a any successor formor substitute forms) on or before the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms form so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Company or the Administrative AgentAgent to the extent it may lawfully do so, in each case certifying that such Bank is entitled to receive payments under this Agreement and the Notes Loans 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 Bank from duly completing and delivering any such form with respect to it and such Bank advises the Company and the Administrative Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.with

Withholding Tax Exemption. At least five Business Days prior to On the first date on which interest or fees are payable hereunder for the account of any BankEffective Date, each Bank ------------------------- Lender that is not incorporated or organized under the laws of the United States of America, America or a state thereof, thereof agrees that it will deliver to each of the Company Borrower and the Administrative Agent two duly completed copies of United States Internal Revenue Service Form W-8BEN 1001 or W-8ECI4224, certifying in either case that such Bank Lender is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes. Each Bank Lender which so delivers a Form W-8BEN 1001 or W-8ECI 4224 further undertakes to deliver to each of the Company Borrower and the Administrative Agent two additional copies of such form (or a successor form) on or before the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms form so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Company Borrower or the Administrative Agent, in each case certifying that such Bank Lender is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Bank Lender from duly completing and delivering any such form with respect to it and such Bank Lender advises the Company Borrower and the Administrative Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

Withholding Tax Exemption. At least five Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Bank, each Each Bank that is not incorporated under the laws of the United States of America, America or a state thereof, thereof agrees that it such Bank will deliver to each of the [6~Company and the Administrative Agent Agent, at least three (3) Business Days before interest or fees first become payable hereunder for the account of such Bank, two (2) duly completed copies of United States Internal Revenue Service Form W-8BEN 1001 or W-8ECI4224, certifying in either case that certifying whether such Bank is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal Federal income taxes. Each Bank which so delivers a Form W-8BEN 1001 or W-8ECI 4224 further undertakes to deliver to each of the Company and the Administrative Agent two (2) additional copies of such form (or a successor form) on or before the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms form so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Company or the Administrative Agent, in each case certifying that whether such Bank is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal Federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Bank from duly completing and delivering any such form with respect to it and such Bank advises the Company and the Administrative Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.