Common use of Withholding Tax Exemption Clause in Contracts

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 the Borrower and the Agent two duly completed copies of United States Internal Revenue Service Form W8BEN or W8ECI, 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 W8BEN or W8ECI further undertakes to deliver to the Borrower and the Agent two additional copies of such form (or a successor form) on or before the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower or the Agent, in each case certifying that such 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 Borrower and the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

Withholding Tax Exemption. At least five (5) Business Days prior to the first date on which interest or fees are payable hereunder for the account of any 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 Borrower Company and the Administrative Agent two duly completed copies of United States Internal Revenue Service Form W8BEN W-8BEN or W8ECIW-8ECI, 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 W8BEN W-8BEN or W8ECI W-8ECI further undertakes to deliver to each of the Borrower Company and the Administrative Agent two additional copies of such form (or a successor form) on or before the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower Company or the Administrative Agent, in each case certifying that such 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 Borrower Company and the Administrative Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

Withholding Tax Exemption. At least five (5) Business Days prior to the first date on which interest or fees are payable hereunder for the account of any 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 Borrower Company and the 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 W8BEN 1001 or W8ECI4224, certifying in either 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. Each Bank which so delivers a Form W8BEN 1001 or W8ECI 4224 further undertakes to deliver to each of the Borrower Company and the Agent two additional copies of such form (or a successor form) on or before the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms form so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower Company or the Agent, in each case certifying that such 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 Borrower Company and the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

Withholding Tax Exemption. At least five (5) 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 the Borrower and the Administrative Agent (i) two duly completed copies of United States Internal Revenue Service Form W8BEN W-8BEN or W8ECIW-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 Revolving 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 W8BEN W-8BEN or W8ECI W-8ECI (or, in either case, a successor form) 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 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 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 promptly advises the Borrower and the Administrative Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

Withholding Tax Exemption. At least five (5) Business Days prior to the first date day on which interest or fees are payable hereunder for the account of any 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 the Borrower and the Agent two duly completed copies of United States Internal Revenue Service Form W8BEN 1001 or W8ECIForm 4224, 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 W8BEN 1001 or W8ECI Form 4224 further undertakes to deliver to the Borrower and the Agent two (2) additional copies of such form (or a any applicable successor form) on or before the date that such form expires (currently, three (3) successive calendar years for Form 1001 and one (1) calendar year for Form 4224) or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower or the 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 Borrower and the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income taxtaxes.

Withholding Tax Exemption. At least five (5) 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 Borrower and the Agent two duly completed copies of United States Internal Revenue Service Form W8BEN 1001 or W8ECI4224, 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 W8BEN 1001 or W8ECI 4224 further undertakes to deliver to each of the Borrower and the Agent two additional copies of such form (or a successor form) on or before the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms form so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower or the Agent, in each case certifying that such 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 Borrower and the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

Withholding Tax Exemption. At least five (5) Business Days prior to the first date on which interest or fees are payable hereunder for the account of any 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 Borrower Company and the Administrative Agent two duly completed copies of United States Internal Revenue Service Form W8BEN 1001 or W8ECI4224, certifying in either case that such Bank Lender 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 Lender which so delivers a Form W8BEN 1001 or W8ECI 4224 further undertakes to deliver to each of the Borrower Company and the Administrative Agent two additional copies of such form (or a successor form) on or before the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms form so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower Company or the Administrative Agent, in each case certifying that such Bank Lender is entitled to receive payments under this Agreement and the Revolving 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 Borrower Company and the Administrative Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

Withholding Tax Exemption. At least five (5) Business Days prior to the first date on which interest or fees are payable hereunder for the account of any 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 Borrower Borrowers and the Agent two (2) duly completed copies of United States Internal Revenue Service Form W8BEN or W8ECI, 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 W8BEN or W8ECI further undertakes to deliver to each of the Borrower Borrowers and the Agent two additional copies of such form (or a successor form) on or before the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower Borrowers or the Agent, in each case certifying that such 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 Borrower Borrowers and the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

Withholding Tax Exemption. At least five (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 the Borrower Borrowers and the Agent two (2) duly completed copies of United States Internal Revenue Service Form W8BEN W-8ECI or W8ECIW-8BEN (or successor forms), certifying in either case that such Bank Lender is entitled to receive payments payment under this Agreement and the Revolving its Notes without deduction or withholding of any United States federal income taxes. Each Bank Lender which so delivers a Form W8BEN W-8ECI or W8ECI W-8BEN further undertakes to deliver to the Borrower Borrowers and the Agent two (2) additional copies of such form (or a successor form) on or before the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms form so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower Borrowers or the Agent, in each case case, certifying that such Bank Lender is entitled to receive payments under this Agreement and the Revolving its Notes without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which that renders all such forms inapplicable or which that would prevent such Bank Lender from duly completing and delivering any such form with respect to it and such Bank Lender advises the Borrower Borrowers and the Agent that it is not capable of or receiving payments without any deduction or withholding of United States federal income taxtaxes.

Withholding Tax Exemption. At least five (5) 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 Borrower and the Agent two duly completed copies of United States Internal Revenue Service Form W8BEN 1001 or W8ECI4224, certifying in either case that such Bank Lender 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 Lender which so delivers a Form W8BEN 1001 or W8ECI 4224 further undertakes to deliver to each of the Borrower and the Agent two additional copies of such form (or a successor form) on or before the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms form so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower or the Agent, in each case certifying that such Bank Lender 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 Lender from duly completing and delivering any such form with respect to it and such Bank Lender advises the Borrower and the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

Withholding Tax Exemption. At least five (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, America or a state thereof, thereof and that has not already done so agrees that it will deliver to each of the Borrower and the Agent two duly completed copies of United States Internal Revenue Service Form W8BEN 1001 or W8ECI4224, 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 W8BEN 1001 or W8ECI 4224 further undertakes to deliver to each of the Borrower and the Agent two additional copies of such form (or a successor form) on or before the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms form so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower or the Agent, in each case certifying that such 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 Borrower and the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

Withholding Tax Exemption. (a) At least five (5) Business Days prior to the first date on which interest or fees are any 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 the Borrower each of Seller and the Agent two duly a copy of a completed copies of United States Internal Revenue Service Form W8BEN W-8BEN-E, W-8ECI or W8ECIW-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 Revolving Notes without deduction or withholding of any United States federal income taxes. Each Bank which so delivers a Form W8BEN or W8ECI such Purchaser further undertakes to deliver to the Borrower each of Seller and the 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 Borrower Seller or the Agent, in each case certifying that such Bank Purchaser 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 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 Borrower Seller and the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

Withholding Tax Exemption. At least five (5) Business Days prior to the first date on which interest or fees are payable hereunder for the account of any 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 Borrower and the Administrative Agent two duly completed copies of United States Internal Revenue Service Form W8BEN W-8BEN or W8ECIW-8ECI, certifying in either case that such Bank Lender 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 Lender which so delivers a Form W8BEN W-8BEN or W8ECI W-8ECI further undertakes to deliver to each of the Borrower and the Administrative Agent two additional copies of such form (or a successor form) on or before the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower or the Administrative Agent, in each case certifying that such Bank Lender 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 Lender from duly completing and delivering any such form with respect to it and such Bank Lender advises the Borrower and the Administrative Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

Withholding Tax Exemption. At least five (5) 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 Borrower and the Agent two duly completed copies of United States Internal Revenue Service Form W8BEN 1001 or W8ECI4224, 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 W8BEN 1001 or W8ECI 4224 further undertakes to deliver to each of the Borrower and the Agent two Page 58 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 Borrower or the 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 Borrower and the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

Withholding Tax Exemption. At least five (5) Business Days prior to the first date on which interest or fees are payable hereunder for the account of any 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 Borrower Company and the Administrative Agent two duly completed copies of United States Internal Revenue Service Form W8BEN 1001 or W8ECI4224, certifying in either case that such Bank Lender 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 Lender which so delivers a Form W8BEN 1001 or W8ECI 4224 further undertakes to deliver to each of the Borrower Company and the Administrative Agent two additional copies of such form (or a successor form) on or before the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms form so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower Company or the Administrative Agent, in each case certifying that such Bank Lender is entitled to receive payments under this Agreement and the Revolving 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 Borrower Company and the Administrative Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

Withholding Tax Exemption. At least five (5) Business Days prior to the first date on which interest or fees are payable hereunder for the account of any 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 the Borrower and the Administrative Agent two duly completed copies of United States Internal Revenue Service Form W8BEN 1001 or W8ECI4224 (or a successor form), certifying in either case that such Bank is entitled to receive payments from the Borrower under this Agreement and the Revolving Notes any Loan Document without deduction or withholding of any United States federal income taxes. Each Bank which so delivers a Form W8BEN 1001 or W8ECI 4224 further undertakes to deliver to the Borrower and the Administrative Agent two (2) additional copies of such form (or a successor form) on or before the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms form so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower or the Administrative Agent, in each case certifying that such Bank is entitled to receive payments from the Borrower under this Agreement and the Revolving 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 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 No later than five (5) Business 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 the Borrower Borrowers and the Agent Operations Agent, two duly completed copies of the United States Internal Revenue Service Form W8BEN W-8BEN or W8ECIW-8ECI (or any successor forms), 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 W8BEN W-8BEN or W8ECI W-8ECI further undertakes to deliver to the Borrower Borrowers and the Operations Agent two additional copies of such form (or a successor form) on or before the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms form so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower Borrowers or the Operations Agent, in each case certifying that such 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 including, without limitation limitation, any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Bank from duly completing and delivering any such form with respect to it and such Bank advises the Borrower Borrowers and the -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 (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 state thereof, agrees that it will deliver to the Borrower Trust and the Agent two duly completed copies of United States Internal Revenue Service Form W8BEN 1001 or W8ECI4224 or their equivalents, certifying in either case that such Bank Lender 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 Lender which so delivers a Form W8BEN 1001 or W8ECI 4224 or their equivalents further undertakes to deliver to the Borrower Trust and the Agent two additional copies of such form (or a successor form) on or before the date that such form expires (currently, three successive AMENDED AND RESTATED CREDIT AGREEMENT -42- 50 calendar years for Form 1001 and one calendar year for Form 4224 or their equivalents) or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower or the Agent, in each case certifying that such Bank Lender 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 Lender from duly completing and delivering any such form with respect to it and such Bank Lender advises the Borrower Trust and the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

Withholding Tax Exemption. (a) At least five (5) Base Rate Business Days prior to the first date on which interest or fees are payable by any Borrower 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 Borrower Borrowers and the Agent two duly completed copies of United States Internal Revenue Service Form W8BEN Forms X-0 XXX, X-0 ECI or W8ECIW-8 IMY, as applicable (or successor forms), certifying in either each case that such Bank is entitled to receive payments from each Borrower 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 W8BEN X-0 XXX, X-0 ECI or W8ECI W- 8 IMY further undertakes to deliver to each of the Borrower Borrowers and the Agent two additional copies of such form (or a successor form) on or before the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms form so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower Borrowers or the Agent, in each case certifying that such Bank is entitled to receive payments from each Borrower under this Agreement and the Revolving Notes without deduction or withholding of any United States federal income taxes, unless an event (including including, without limitation limitation, any change in any treaty, law or regulationregulation or in the interpretation or administration thereof) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Bank from duly completing and delivering any such form with respect to it and such Bank advises the Borrower Borrowers and the Agent that it is not capable of receiving such payments without any deduction or withholding of United States federal income tax.

Withholding Tax Exemption. (A) At least five (5) Domestic Business Days prior to the first date on which interest or fees are payable hereunder for the account of any 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 Borrower Company and the Agent two duly completed copies of United States Internal Revenue Service Form W8BEN W-8BEN or W8ECIW-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 Revolving Notes Loans without deduction or withholding of any United States federal income taxes. Each Bank which so delivers a Form W8BEN W-8BEN or W8ECI W-8ECI and any additional forms necessary for claiming complete exemption from United States withholding taxes (or any successor or substitute forms) further undertakes to deliver to each of the Borrower Company and the Agent two additional copies of such form forms (or a any successor formor substitute forms) on or before the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms form so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower Company or the AgentAgent to the extent it may lawfully do so, in each case certifying that such Bank is entitled to receive payments under this Agreement and the Revolving 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 Borrower and the 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 (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 the Borrower Borrowers and the Agent two duly completed copies of United States Internal Revenue Service Form W8BEN or W8ECI, 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 W8BEN or W8ECI further undertakes to deliver to the Borrower Borrowers and the Agent two additional copies of such form (or a successor form) on or before the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower Borrowers or the Agent, in each case certifying that such 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 Borrower Borrowers and the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

Withholding Tax Exemption. At least five (5) 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 Borrower and the Administrative Agent two duly completed copies of United States Internal Revenue Service Form W8BEN 1001 or W8ECI4224, certifying in either case that such Bank is entitled to receive payments under this Agreement and the Revolving Notes Financing Documents without deduction or withholding of any United States federal income taxes. Each Bank which so delivers a Form W8BEN 1001 or W8ECI 4224 further undertakes to deliver to each of the Borrower and the Administrative Agent two additional copies of such form (or a successor form) on or before the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms form so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower or the Administrative Agent, in each case certifying that such Bank is entitled to receive payments under this Agreement and the Revolving 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 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 the Borrower and the Managing Agent two duly completed copies of United States Internal Revenue Service Form W8BEN 1001 or W8ECI4224, 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 W8BEN 1001 or W8ECI 4224 further undertakes to deliver to the Borrower and the Managing Agent two additional copies of such form (or a successor form) on or before the date that such form expires (currently, three successive calendar years for Form 1001 and one calendar year for Form 4224) or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower or the Managing 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 Borrower and the 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 (5) 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 Borrower and the Agent two duly completed copies of United States Internal Revenue Service Form W8BEN 1001 or W8ECI4224, 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 W8BEN 1001 or W8ECI 4224 further undertakes to deliver to each of the Borrower and the Agent two additional copies of such form (or a successor form) on or before the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms form so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower or the Agent, in each case certifying that such 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 Borrower and the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

Withholding Tax Exemption. At least five (5) 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 Borrower and the Administrative Agent two duly completed copies of United States Internal Revenue Service Form W8BEN W8-ECI or W8ECIW8-BEN, certifying in either case that such Bank is entitled to receive payments under this Agreement and the Revolving Notes Loan Documents without deduction or withholding of any United States federal income taxes. Each Bank which so delivers a Form W8BEN W8-ECI or W8ECI W8-BEN further undertakes to deliver to each of the 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 Borrower or the Administrative Agent, in each case certifying that such Bank is entitled to receive payments under this Agreement and the Revolving 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 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 the Borrower and the Documentation Agent two duly completed copies of United States Internal Revenue Service Form W8BEN 1001 or W8ECI4224, 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 W8BEN 1001 or W8ECI 4224 further undertakes to deliver to the Borrower and the 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 Borrower or the Documentation 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 Borrower and the 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 (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, America or a state thereof, thereof agrees that it will deliver to each of the Borrower Company and the Administrative Agent two duly completed copies of United States Internal Revenue Service Form W8BEN W-8ECI or W8ECIW-8BEN, 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 W8BEN W-8ECI or W8ECI W-8BEN further undertakes to deliver to each of the Borrower Company and the Administrative Agent two additional copies of such form (or a successor form) on or before the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms form so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower Company or the Administrative Agent, 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 Borrower Company and the Administrative Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

Withholding Tax Exemption. At least five (5) Business Days prior to the first date on which interest or fees are payable hereunder for the account of any 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 Borrower [6~Company and the 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 W8BEN 1001 or W8ECI4224, certifying in either case that certifying whether such Bank is entitled to receive payments under this Agreement and the Revolving Notes without deduction or withholding of any United States federal Federal income taxes. Each Bank which so delivers a Form W8BEN 1001 or W8ECI 4224 further undertakes to deliver to each of the Borrower 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 Borrower Company or the Administrative Agent, in each case certifying that whether such Bank is entitled to receive payments under this Agreement and the Revolving 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 Borrower Company and the Administrative Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.