Common use of Withholding Tax Exemption Clause in Contracts

Withholding Tax Exemption. Each Lender and Administrative Agent ------------------------- organized under the laws of a jurisdiction outside the United States, on or prior to the date of its execution and delivery of this Agreement in the case of each Lender listed on the signature pages hereof and on or prior to the date on which it becomes a Lender in the case of each other Lender, and from time to time thereafter if requested in writing by the Borrower or the Administrative Agent (but only so long as such Lender remains lawfully able to do so), shall provide the Borrower and the Administrative Agent with (a) if such Lender is a "bank" within the meaning of Section 881(c)(3)(A) of the Code, (i) Internal Revenue Service Form 1001 or 4224, as appropriate, or any successor form prescribed by the Internal Revenue Service, certifying that such Lender is entitled to benefits under an income tax treaty to which the United States is a party which reduces to zero the rate of withholding tax on payments of interest or certifying that the income receivable pursuant to this Agreement is effectively connected with the conduct of a trade or business in the United States, (ii) Internal Revenue Service Form W-8 or W-9, as appropriate, or any successor form prescribed by the Internal Revenue Service, and (iii) any other form or certificate required by any taxing authority (including any certificate required by Sections 871(h) and 881(c) of the Internal Revenue Code), certifying that such Lender is entitled to a complete exemption from tax on payments pursuant to any of the Loan Documents or (b) if such Lender is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code, a Form W-8, or any subsequent versions thereof or successors thereto (and, if such non-U.S. Lender delivers a Form W-8, a certificate representing that such non-U.S. Lender is not a bank for purposes of Section 881(c) of the Code, is not a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code of the Borrower and is not a controlled foreign corporation related to the Borrower (within the meaning of Section 864(d)(4) of the Code)), properly completed and duly executed by such non-U.S. Lender claiming complete exemption from United States Federal withholding tax on payments of interest by the Borrower under this Agreement and the other Loan Documents. For any period with respect to which a Lender has failed to provide the Borrower and the Administrative Agent with the appropriate form pursuant to this Section 6.7 and thereby to establish complete exemption ----------- from United States withholding tax (unless such failure to establish complete exemption from United States withholding tax is due to a change in treaty, law, or regulation occurring subsequent to the date on which a form originally was required to be provided), (A) the applicable Loan Party shall deduct all required Taxes from any amounts payable to such Lender under any Loan Document, (B) the applicable Loan Party shall pay the full amount allocated to the relevant taxing authority or other authority in accordance with applicable law, (C) the applicable Loan Party shall furnish to the Administrative Agent the original or a certified copy of a receipt evidencing payment thereof and (D) such Lender shall not be entitled to an indemnification or increases in the sum payable under Sections 6.6 or 14.5 with respect to Taxes imposed by the United ------------ ---- States; provided, however, that should a Lender, which is otherwise exempt from -------- ------- or subject to a reduced rate of withholding tax, become subject to Taxes because of its failure to deliver a form required hereunder, the Borrower shall take such steps as such Lender shall reasonably request to assist such Lender to recover such Taxes.

Withholding Tax Exemption. Each If any Lender and Administrative Agent ------------------------- organized under is a "foreign corporation" within the laws meaning of a jurisdiction outside the United StatesCode, on or prior such Lender shall deliver to the date of its execution and delivery of this Agreement in the case of each Lender listed on the signature pages hereof and on or prior to the date on which it becomes a Lender in the case of each other Lender, and from time to time thereafter if requested in writing by the Borrower or the Administrative Agent (but only so long the following, as such Lender remains lawfully able to do so), shall provide the Borrower and the Administrative Agent with applicable: (a) if such Lender is qualifies for an exemption from or a "bank" within the meaning reduction of Section 881(c)(3)(A) of the Code, (i) Internal Revenue Service Form 1001 or 4224, as appropriate, or any successor form prescribed by the Internal Revenue Service, certifying that such Lender is entitled to benefits under an income tax treaty to which the United States is a party which reduces to zero the rate of withholding tax on payments of interest or certifying that the income receivable pursuant to this Agreement is effectively connected with the conduct of under a trade or business in the United Statestax treaty, (ii) a properly completed and executed Internal Revenue Service Form W-8 or W-9, as appropriateBEN, or any successor form prescribed by the Internal Revenue ServiceService form, and (iii) any other form before or certificate required by any taxing authority (including any certificate required by Sections 871(h) and 881(c) of on the Internal Revenue Code), certifying that date such Lender is entitled to becomes a complete exemption from tax on payments pursuant to any of the Loan Documents or Lender under this Agreement, (b) if such Lender is not a "bank" within and to the meaning of Section 881(c)(3)(Aextent that the circumstances described in this clause (b) of the Codeare applicable, a properly completed and executed Internal Revenue Service Form W-8W-8 BEN, or any subsequent versions thereof or successors thereto (andsuccessor Internal Revenue Service form, if such non-U.S. Lender delivers a Form W-8, together with a certificate representing (1) establishing that payments to such non-U.S. Lender qualify as "portfolio interest" exempt from United States withholding tax under Code Sections 871(h) or 881(c), and (2) stating that (A) such Lender is not a bank for purposes of Code Section 881(c) 881(c)(3)(A), or the obligation of the CodeBorrower hereunder is not, with respect to such Lender, a loan agreement entered into in the ordinary course of its trade or business within the meaning of that section, (B) such Lender is not a 10-percent % shareholder (of the Borrower within the meaning of Section 871(h)(3)(BCode Sections 871(h)(3) of the Code of the Borrower or 881(c)(3)(B), and (C) such Lender is not a controlled foreign corporation that is related to the Borrower (within the meaning of Code Section 864(d)(4) of the Code)881(c)(3)(C), properly completed and duly executed by before or on the date such non-U.S. Lender claiming complete becomes a Lender under this Agreement, (c) if such Lender qualifies for an exemption from United States Federal withholding tax on payments of for interest by the Borrower paid under this Agreement and the other Loan Documents. For any period with respect to which a Lender has failed to provide the Borrower and the Administrative Agent with the appropriate form pursuant to this Section 6.7 and thereby to establish complete exemption ----------- from United States withholding tax because it effectively is connected with a United States trade or business of such Lender, a properly completed and executed Internal Revenue Service Form W-8 ECI, or any successor Internal Revenue Service form, before or on the date such Lender becomes a Lender under this Agreement, and (unless d) such failure other form or forms as may be required or reasonably requested by the Administrative Agent to establish complete or substantiate exemption from from, or reduction of, United States withholding tax is due to a change in treatyunder the Code or other laws of the United States, law, or regulation occurring subsequent to the date on which a form originally was required to be provided), (A) the applicable Loan Party shall deduct all required Taxes from any amounts payable to including Internal Revenue Service Forms W-8 IMY and W-8 EXF. Each such Lender under any Loan Document, (B) the applicable Loan Party shall pay the full amount allocated agrees to the relevant taxing authority or other authority in accordance with applicable law, (C) the applicable Loan Party shall furnish to notify the Administrative Agent the original of any change in circumstances that would modify or a certified copy of a receipt evidencing payment thereof and (D) such Lender shall not be entitled to an indemnification render invalid any claimed exemption or increases in the sum payable under Sections 6.6 or 14.5 with respect to Taxes imposed by the United ------------ ---- States; provided, however, that should a Lender, which is otherwise exempt from -------- ------- or subject to a reduced rate of withholding tax, become subject to Taxes because of its failure to deliver a form required hereunder, the Borrower shall take such steps as such Lender shall reasonably request to assist such Lender to recover such Taxesreduction.

Withholding Tax Exemption. Each Lender and Administrative Agent ------------------------- organized under the laws of a jurisdiction outside the United States, on or prior to the date of its execution and delivery of this Agreement in the case of each Lender listed on the signature pages hereof and on or prior to the date on which it becomes a Lender in the case of each other Lender, and from time to time thereafter if requested in writing by the Borrower or the Administrative Agent (but only so long as such Lender remains lawfully able to do so), shall provide the Borrower and the Administrative Agent with (a) if such If any Lender is a "bankforeign person" within the meaning of Section 881(c)(3)(A) of the Code, such Lender shall deliver to the Agent (i) (A) if such Lender qualifies for an exemption from, or a reduction of, United States withholding tax under a tax treaty, a properly completed and executed Internal Revenue Service Form 1001 (or 4224applicable successor form) before the payment of any interest in the first calendar year and in each third succeeding calendar year during which interest may be paid under this Agreement, as appropriate, or any successor form prescribed by the Internal Revenue Service, certifying that (B) if such Lender is entitled to benefits under qualifies for an income tax treaty to which the exemption from United States is a party which reduces to zero the rate of withholding tax on payments of for interest or certifying that the income receivable pursuant to paid under this Agreement because it is effectively connected with the conduct of a United States trade or business in the United Statesof such Lender, (ii) two properly completed and executed copies of Internal Revenue Service Form W-8 4224 (or W-9applicable successor form) before the payment of any interest is due in the first taxable year of such Lender, as appropriateand in each succeeding taxable year of such Lender, during which interest may be paid under this Agreement, or any successor form prescribed by the Internal Revenue Service, and (iii) any other form or certificate required by any taxing authority (including any certificate required by Sections 871(h) and 881(c) of the Internal Revenue Code), certifying that such Lender is entitled to a complete exemption from tax on payments pursuant to any of the Loan Documents or (bC) if such Lender is not a "bank" within the meaning of as defined in Section 881(c)(3)(A) of the Code, a properly completed and executed Internal Revenue Service Form W-8W- 8 (or applicable successor form) before the payment of any interest is due in the first taxable year of such Lender, and in each succeeding taxable year of such Lender, during which interest may be paid under this Agreement, certifying that such Lender is a foreign corporation, partnership, estate or any subsequent versions thereof or successors thereto (andtrust, if such non-U.S. Lender delivers a Form W-8, together with a certificate of a duly authorized officer representing that such non-U.S. Lender is not a bank "bank" for purposes of Section 881(c) of the Code, is not a 10-percent % shareholder (within the meaning of Section 871(h)(3)(B) of the Code Code) of the Borrower and is not a controlled foreign corporation related to the Borrower (within the meaning of Section 864(d)(4) of the Code)), properly completed and duly executed by (ii) such non-U.S. Lender claiming complete exemption from United States Federal withholding tax on payments of interest other form or forms as may be required or reasonably requested by the Borrower under this Agreement and the other Loan Documents. For any period with respect to which a Lender has failed to provide the Borrower and the Administrative Agent with the appropriate form pursuant to this Section 6.7 and thereby to establish complete or substantiate exemption ----------- from from, or reduction of, United States withholding tax (unless such failure under the Code or other laws of the United States. Each Lender agrees to establish complete exemption from United States withholding tax is due to a notify the Agent of any change in treatycircumstances which would modify or render invalid any claimed exemption or reduction. If any form or document referred to in this subsection (e) requires the disclosure of information, lawother than information necessary to compute the tax payable and information required on the date hereof by Internal Revenue Service Form 1001, 4224 or regulation occurring subsequent W-8 (or applicable successor forms) (or the related certificate described above), that the Lender reasonably considers to be confidential, the Lender shall give notice thereof to the date on which a form originally was required to be provided), (A) the applicable Loan Party shall deduct all required Taxes from any amounts payable to such Lender under any Loan Document, (B) the applicable Loan Party shall pay the full amount allocated to the relevant taxing authority or other authority in accordance with applicable law, (C) the applicable Loan Party shall furnish to the Administrative Agent the original or a certified copy of a receipt evidencing payment thereof Borrower and (D) such Lender shall not be entitled obligated to an indemnification include in such form or increases in the sum payable under Sections 6.6 or 14.5 with respect to Taxes imposed by the United ------------ ---- States; provided, however, that should a Lender, which is otherwise exempt from -------- ------- or subject to a reduced rate of withholding tax, become subject to Taxes because of its failure to deliver a form required hereunder, the Borrower shall take document such steps as such Lender shall reasonably request to assist such Lender to recover such Taxesconfidential information.

Withholding Tax Exemption. Each Lender and Administrative Agent ------------------------- organized that is not incorporated under the laws of a jurisdiction outside the United States, on States of America or a state thereof (each a “Non-U.S. Lender”) agrees that (if it has not done so prior to the Closing Date) it will, not more than five (5) Business Days after the date of its execution and delivery this Agreement, (i) deliver to each of this Agreement in the case of each Lender listed on the signature pages hereof and on or prior to the date on which it becomes a Lender in the case of each other Lender, and from time to time thereafter if requested in writing by the Borrower or the Administrative Agent (but only so long as such Lender remains lawfully able to do so), shall provide the Borrower and the Administrative Agent with (a) if such Lender is a "bank" within the meaning two duly completed copies of Section 881(c)(3)(A) of the Code, (i) United States Internal Revenue Service Form 1001 W-8BEN or 4224W-8ECI (or a successor form) or, as appropriate, or in the case of a Lender claiming exemption from withholding of any successor form prescribed by the Internal Revenue Service, certifying that such Lender is entitled to benefits under an income tax treaty to which the United States is a party which reduces to zero the rate of withholding tax on payments of interest or certifying that the federal income receivable pursuant to this Agreement is effectively connected with the conduct of a trade or business in the United States, (ii) Internal Revenue Service Form W-8 or W-9, as appropriate, or any successor form prescribed by the Internal Revenue Service, and (iii) any other form or certificate required by any taxing authority (including any certificate required by Sections taxes under Section 871(h) and or 881(c) of the Internal Revenue Code), certifying that such Lender is entitled Code with respect to a complete exemption from tax on payments pursuant to any of the Loan Documents or (b) if such Lender is not a "bankportfolio interest," within the meaning of Section 881(c)(3)(A) of the Code, a Form W-8, or any subsequent versions thereof or successors thereto (and, if such non-U.S. Lender delivers a Form W-8, a certificate representing that such non-U.S. Lender is not (i) a bank "bank" for purposes of Section 881(c) of the Code, is not (ii) a 10ten-percent shareholder of the Borrower (within the meaning of Section 871(h)(3)(B) of the Code of the Borrower and is not Code), or (iii) a controlled foreign corporation related to the Borrower (within the meaning of Section 864(d)(4) of the Code), and a Form W-8BEN (or a successor form), in all cases properly completed and duly executed by executed, certifying in either case that such non-U.S. Lender claiming complete exemption from United States Federal withholding tax on is entitled to receive payments of interest by the Borrower under this Agreement without deduction or withholding of any United States federal income taxes, and the other Loan Documents. For any period with respect (ii) deliver to which a Lender has failed to provide each of the Borrower and the Administrative Agent with the appropriate form pursuant to this Section 6.7 and thereby to establish complete exemption ----------- from a United States withholding tax (unless such failure Internal Revenue Form W-8 or W-9, as the case may be, and certify that it is entitled to establish complete an exemption from United States backup withholding tax tax. Each Non-U.S. Lender further undertakes to deliver to each of the Borrower and the Administrative Agent (x) renewals or additional copies of such form (or any successor form) on or before the date that such form expires or becomes obsolete, and (y) after the occurrence of any event requiring a change in the most recent forms so delivered by it, such additional forms or amendments thereto as may be reasonably requested by the Borrower or the Administrative Agent. All forms or amendments described in the preceding sentence shall certify that such Lender is due entitled to a receive payments under this Agreement 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 occurring subsequent regulation) has occurred prior to the date on which a form originally was any such delivery would otherwise be required to be provided), (A) the applicable Loan Party shall deduct which renders all required Taxes from any amounts payable to such forms inapplicable or which would prevent such Lender under from duly completing and delivering any Loan Document, (B) such form or amendment with respect to it and such Lender advises the applicable Loan Party shall pay the full amount allocated to the relevant taxing authority or other authority in accordance with applicable law, (C) the applicable Loan Party shall furnish to Borrower and the Administrative Agent the original that it is not capable of receiving payments without any deduction or a certified copy withholding of a receipt evidencing payment thereof and (D) such Lender shall not be entitled to an indemnification or increases in the sum payable under Sections 6.6 or 14.5 with respect to Taxes imposed by the United ------------ ---- States; provided, however, that should a Lender, which is otherwise exempt from -------- ------- or subject to a reduced rate of withholding States federal income tax, become subject to Taxes because of its failure to deliver a form required hereunder, the Borrower shall take such steps as such Lender shall reasonably request to assist such Lender to recover such Taxes.

Withholding Tax Exemption. Each Lender and Administrative Agent ------------------------- organized under the ------------------------- laws of a jurisdiction outside the United StatesU.S., on or prior to the date of its execution and delivery of this Agreement in the case of each Lender listed on the signature pages hereof and on or prior to the date on which it becomes a Lender in the case of each other Lender, and from time to time thereafter if requested in writing by the Borrower or the Administrative Agent (but only so long as such Lender remains lawfully able to do so), shall provide the Borrower and the Administrative Agent with (a) if such Lender is a "bank" within the meaning of Section 881(c)(3)(A) of the Code, (i) Internal Revenue Service Form 1001 or 4224, as appropriate, or any successor form prescribed by the Internal Revenue Service, certifying that such Lender is entitled to benefits under an income tax treaty to which the United States U.S. is a party which reduces to zero the rate of withholding tax on payments of interest or certifying that the income receivable pursuant to this Agreement is effectively connected with the conduct of a trade or business in the United StatesU.S., (ii) Internal Revenue Service Form W-8 or W-9, as appropriate, or any successor form prescribed by the Internal Revenue Service, and (iii) any other form or certificate required by any taxing authority (including any certificate required by Sections 871(h) and 881(c) of the Internal Revenue Code), certifying that such Lender is entitled to a complete exemption from tax on payments pursuant to any of the Loan Documents or (b) if such Lender is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code, a Form W-8, or any subsequent versions thereof or successors thereto (and, if such non-U.S. Lender delivers a Form W-8, a certificate (including any certificate required by Sections 871(h) and 881(c) of the Code) representing that such non-U.S. Lender is not a bank for purposes of Section 881(c) of the Code, is not a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code Code) of the Borrower and is not a controlled foreign corporation related to the Borrower (within the meaning of Section 864(d)(4) of the Code)), properly completed and duly executed by such non-U.S. Lender claiming complete exemption from United States Federal withholding tax on payments of interest by the Borrower under this Agreement and the other Loan Documents. For any period with respect to which a Lender has failed to provide the Borrower and the Administrative Agent with the appropriate form pursuant to this Section 6.7 and ----------- thereby to establish complete exemption ----------- from United States U.S. withholding tax (unless such failure to establish complete exemption from United States U.S. withholding tax is due to a change in treaty, law, or regulation occurring subsequent to the date on which a form originally was required to be provided), (A) the applicable Loan Party shall deduct all required Taxes from any amounts payable to such Lender under any Loan Document, (B) the applicable Loan Party shall pay the full amount allocated to the relevant taxing authority or other authority in accordance with applicable law, (C) the applicable Loan Party shall furnish to the Administrative Agent the original or a certified copy of a receipt evidencing payment thereof thereof, and (D) such Lender shall not be entitled to an indemnification or increases in the sum payable under Sections Section 6.6 or Section 14.5 with respect to Taxes imposed ----------- ------------ by the United ------------ ---- StatesU.S.; provided, however, that should a Lender, which is otherwise exempt from -------- ------- from or subject to a reduced rate of withholding tax, become subject to Taxes because of its failure to deliver a form required hereunder, the Borrower shall take such steps as such Lender shall reasonably request to assist such Lender to recover such Taxes.

Withholding Tax Exemption. Each Lender and Administrative Agent ------------------------- organized under the laws of a jurisdiction outside the United StatesU.S., on or prior to the date of its execution and delivery of this Agreement in the case of each Lender listed on the signature pages hereof and on or prior to the date on which it becomes a Lender in the case of each other Lender, and from time to time thereafter if requested in writing by the Borrower or the Administrative Agent (but only so long as such Lender remains lawfully able to do so), shall provide the Borrower and the Administrative Agent with (a) if such Lender is a "bank" within the meaning of Section 881(c)(3)(A) of the Code, (i) Internal Revenue Service Form 1001 or 4224, as appropriate, or any successor form prescribed by the Internal Revenue Service, certifying that such Lender is entitled to benefits under an income tax treaty to which the United States U.S. is a party which reduces to zero the rate of withholding tax on payments of interest or certifying that the income receivable pursuant to this Agreement is effectively connected with the conduct of a trade or business in the United StatesU.S., (ii) Internal Revenue Service Form W-8 or W-9, as appropriate, or any successor form prescribed by the Internal Revenue Service, and (iii) any other form or certificate required by any taxing authority (including including, without limitation, any certificate required by Sections 871(h) and 881(c) of the Internal Revenue Code), certifying that such Lender is entitled to a complete exemption from tax on payments pursuant to any of the Loan Documents or (b) if such Lender is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code, a Form W-8, or any subsequent versions thereof or successors thereto (and, if such non-U.S. Lender delivers a Form W-8, a certificate (including, without limitation, any certificate required by Sections 871(h) and 881(c) of the Code) representing that such non-U.S. Lender is not a bank for purposes of Section 881(c) of the Code, is not a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code Code) of the Borrower and is not a controlled foreign corporation related to the Borrower (within the meaning of Section 864(d)(4) of the Code)), properly completed and duly executed by such non-U.S. Lender claiming complete exemption from United States Federal withholding tax on payments of interest by the Borrower under this Agreement and the other Loan Documents. For any period with respect to which a Lender has failed to provide the Borrower and the Administrative Agent with the appropriate form pursuant to this Section 6.7 and thereby to establish complete exemption ----------- from United States U.S. withholding tax (unless such failure to establish complete exemption from United States U.S. withholding tax is due to a change in treaty, law, or regulation occurring subsequent to the date on which a form originally was required to be provided), (A) the applicable Loan Party shall deduct all required Taxes from any amounts payable to such Lender under any Loan Document, (B) the applicable Loan Party shall pay the full amount allocated to the relevant taxing authority or other authority in accordance with applicable law, (C) the applicable Loan Party shall furnish to the Administrative Agent the original or a certified copy of a receipt evidencing payment thereof thereof, and (D) such Lender shall not be entitled to an indemnification or increases in the sum payable under Sections Section 6.6 or 14.5 Section 15.7 with respect to Taxes imposed by the United ------------ ---- StatesU.S.; provided, however, that should a Lender, which is otherwise exempt from -------- ------- or subject to a reduced rate of withholding tax, become subject to Taxes because of its failure to deliver a form required hereunder, the Borrower shall take such steps as such Lender shall reasonably request to assist such Lender to recover such Taxes.

Withholding Tax Exemption. Each Lender and Administrative Agent ------------------------- organized under the laws of a jurisdiction outside the United StatesU.S., on or prior to the date of its execution and delivery of this Agreement in the case of each Lender listed on the signature pages hereof and on or prior to the date on which it becomes a Lender in the case of each other Lender, and from time to time thereafter if requested in writing by the Borrower or the Administrative Agent (but only so long as such Lender remains lawfully able to do so), shall provide the Borrower and the Administrative Agent with (a) if such Lender is a "bank" within the meaning of Section 881(c)(3)(A) of the Code, (i) Internal Revenue Service Form 1001 or 4224, as appropriate, or any successor form prescribed by the Internal Revenue Service, certifying that such Lender is entitled to benefits under an income tax treaty to which the United States U.S. is a party which reduces to zero the rate of withholding tax on payments of interest or certifying that the income receivable pursuant to this Agreement is effectively connected with the conduct of a trade or business in the United StatesU.S., (ii) Internal Revenue Service Form W-8 or W-9, as appropriate, or any successor form prescribed by the Internal Revenue Service, and (iii) any other form or certificate required by any taxing authority (including including, without limitation, any certificate required by Sections 871(h) and 881(c) of the Internal Revenue Code), certifying that such Lender is entitled to a complete exemption from tax on payments pursuant to any of the Loan Documents or (b) if such Lender is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code, a Form W-8, or o r any subsequent versions thereof or successors thereto (and, if such non-U.S. Lender delivers a Form W-8, a certificate (including, without limitation, any certificate required by Section 871(h) and Section 881(c) of the Code) representing that such non-U.S. Lender is not a bank for purposes of Section 881(c) of the Code, is not a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code Code) of the Borrower and is not a controlled foreign corporation related to the Borrower (within the meaning of Section 864(d)(4) of the Code)), properly completed and duly executed by such non-U.S. Lender claiming complete exemption from United States Federal U.S. federal withholding tax on payments of interest by the Borrower under this Agreement and the other Loan Documents. For any period with respect to which a Lender has failed to provide the Borrower and the Administrative Agent with the appropriate form pursuant to this Section 6.7 and thereby to establish complete exemption ----------- from United States U.S. withholding tax (unless such failure to establish complete exemption from United States U.S. withholding tax is due to a change in treaty, law, or regulation occurring subsequent to the date on which a form originally was required to be provided), (A) the applicable Loan Party Borrower or Guarantor, as applicable, shall deduct all required Taxes from any amounts payable to such Lender under any Loan Document, (B) the applicable Loan Party Borrower or Guarantor, as applicable, shall pay the full amount allocated to the relevant taxing authority or other authority in accordance with applicable law, (C) the applicable Loan Party Borrower or Guarantor, as applicable, shall furnish to the Administrative Agent the original or a certified copy of a receipt evidencing payment thereof thereof, and (D) such Lender shall not be entitled to an indemnification or increases in the sum payable under Sections 6.6 Section 5.6 or 14.5 Section 14.2 with respect to Taxes imposed by the United ------------ ---- StatesU.S.; provided, however, that should a Lender, which is otherwise exempt from -------- ------- or subject to a reduced rate of withholding tax, become subject to Taxes because of its failure to deliver a form required hereunder, the Borrower shall take such steps as such Lender shall reasonably request to assist such Lender to recover such Taxes.

Withholding Tax Exemption. Each At least five Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender and Administrative Agent ------------------------- or Lending Installation, such Lender or Lending Installation that is not organized under the laws of a jurisdiction outside the United StatesStates of America, on or prior a state thereof, agrees that it will deliver to the date each of its execution and delivery of this Agreement in the case of each Lender listed on the signature pages hereof and on or prior to the date on which it becomes a Lender in the case of each other Lender, and from time to time thereafter if requested in writing by the Borrower or the Administrative Agent (but only so long as such Lender remains lawfully able to do so), shall provide the Borrower and the Administrative Agent with (a) if such Lender is a "bank" within the meaning two duly completed copies of Section 881(c)(3)(A) of the Code, (i) United States Internal Revenue Service Form 1001 W-8BEN or 4224, as appropriate, W-8ECI (or any successor form prescribed by the Internal Revenue Service) or, certifying in the case of a Lender claiming exemption from the withholding of United States federal income tax under Section 871(h) or 881(c) of the Code with respect to payments of "portfolio interest," a certificate representing that such Lender is entitled to benefits under an income tax treaty to which the United States is a party which reduces to zero the rate of withholding tax on payments of interest or certifying that the income receivable pursuant to this Agreement is effectively connected with the conduct of a trade or business in the United States, not (iii) Internal Revenue Service Form W-8 or W-9, as appropriate, or any successor form prescribed by the Internal Revenue Service, and (iii) any other form or certificate required by any taxing authority (including any certificate required by Sections 871(h) and 881(c) of the Internal Revenue Code), certifying that such Lender is entitled to a complete exemption from tax on payments pursuant to any of the Loan Documents or (b) if such Lender is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code, a Form W-8, or any subsequent versions thereof or successors thereto (and, if such non-U.S. Lender delivers a Form W-8, a certificate representing that such non-U.S. Lender is not a bank for purposes of Section 881(c) of the Code, is not Code or an Affiliate of such a 10"bank," (ii) a ten-percent shareholder of the Borrower (within the meaning of Section 871(h)(3)(B) of the Code of the Borrower and is not Code) or (iii) a controlled foreign corporation related to the Borrower (within the meaning of Section 864(d)(4) of the Code)), properly and a Form W-8BEN, certifying in either case that such Lender is entitled to receive payments under this Agreement and its Notes, if applicable, without deduction or withholding of any United States federal income taxes. Each such Lender further undertakes to deliver to each of the Borrower and the Agent two additional copies of the applicable Internal Revenue Service form (or any successor form) on or before the date that such form expires (generally three successive calendar years for Form W8BEN and Form W-8ECI) or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower or the Agent, in each case certifying that such Lender is entitled to receive payments under this Agreement and its Notes, if applicable, without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises the Borrower and the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax. Additionally, each Lender that is organized under the laws of the United States of America, or a state thereof, agrees that at the request of the Agent it will deliver to the Agent and the Borrower two duly completed and duly executed copies of Internal Revenue Service Form W-9 (or any successor form prescribed by the Internal Revenue Service) certifying that such non-U.S. Lender claiming is entitled to a complete exemption from United States Federal backup withholding tax on payments of interest by the Borrower under this Agreement and the other Loan Documents. For any period with respect to which a Lender has failed to provide the Borrower and the Administrative Agent with the appropriate form pursuant to this Section 6.7 and thereby to establish complete exemption ----------- from United States withholding tax (unless such failure to establish complete exemption from United States withholding tax is due to a change in treaty, law, or regulation occurring subsequent to the date on which a form originally was required to be provided), (A) the applicable Loan Party shall deduct all required Taxes from any amounts payable to such Lender under any Loan Document, (B) the applicable Loan Party shall pay the full amount allocated to the relevant taxing authority or other authority in accordance with applicable law, (C) the applicable Loan Party shall furnish to the Administrative Agent the original or a certified copy of a receipt evidencing payment thereof and (D) such Lender shall not be entitled to an indemnification or increases in the sum payable under Sections 6.6 or 14.5 with respect to Taxes imposed by the United ------------ ---- States; provided, however, that should a Lender, which is otherwise exempt from -------- ------- or subject to a reduced rate of withholding tax, become subject to Taxes because of its failure to deliver a form required hereunder, the Borrower shall take such steps as such Lender shall reasonably request to assist such Lender to recover such TaxesAgreement.

Withholding Tax Exemption. Each Lender and Administrative Agent ------------------------- organized under the laws of a jurisdiction outside the United States, on or prior to the date of its execution and delivery of this Agreement in the case of each Lender listed on the signature pages hereof and on or prior to the date on which it becomes a Lender in the case of each other Lender, and from time to time thereafter if requested in writing by the Borrower or the Administrative Agent (but only so long as such Lender remains lawfully able to do so), shall provide the Borrower and the Administrative Agent with (a) if such If any Lender is a "bankforeign person" within the meaning of Section 881(c)(3)(A) of the Code, such Lender shall deliver to the Agent (i) (A) if such Lender qualifies for an exemption from, or a reduction of, United States withholding tax under a tax treaty, a properly completed and executed Internal Revenue Service Form 1001 (or 4224applicable successor form) before the payment of any interest in the first calendar year and in each third succeeding calendar year during which interest may be paid under this Agreement, as appropriate, or any successor form prescribed by the Internal Revenue Service, certifying that (B) if such Lender is entitled to benefits under qualifies for an income tax treaty to which the exemption from United States is a party which reduces to zero the rate of withholding tax on payments of for interest or certifying that the income receivable pursuant to paid under this Agreement because it is effectively connected with the conduct of a United States trade or business in the United Statesof such Lender, (ii) two properly completed and executed copies of Internal Revenue Service Form W-8 4224 (or W-9applicable successor form) before the payment of any interest is due in the first taxable year of such Lender, as appropriateand in each succeeding taxable year of such Lender, during which interest may be paid under this Agreement, or any successor form prescribed by the Internal Revenue Service, and (iii) any other form or certificate required by any taxing authority (including any certificate required by Sections 871(h) and 881(c) of the Internal Revenue Code), certifying that such Lender is entitled to a complete exemption from tax on payments pursuant to any of the Loan Documents or (bC) if such Lender is not a "bank" within the meaning of as defined in Section 881(c)(3)(A) of the Code, a properly completed and executed Internal Revenue Service Form W-8W-8 (or applicable successor form) before the payment of any interest is due in the first taxable year of such Lender, and in each succeeding taxable year of such Lender, during which interest may be paid under this Agreement, certifying that such Lender is a foreign corporation, partnership, estate or any subsequent versions thereof or successors thereto (andtrust, if such non-U.S. Lender delivers a Form W-8, together with a certificate of a duly authorized officer representing that such non-U.S. Lender is not a bank "bank" for purposes of Section 881(c) of the Code, is not a 10-percent % shareholder (within the meaning of Section 871(h)(3)(B) of the Code Code) of the Borrower and is not a controlled foreign corporation related to the Borrower (within the meaning of Section 864(d)(4) of the Code)), properly completed and duly executed by (ii) such non-U.S. Lender claiming complete exemption from United States Federal withholding tax on payments of interest other form or forms as may be required or reasonably requested by the Borrower under this Agreement and the other Loan Documents. For any period with respect to which a Lender has failed to provide the Borrower and the Administrative Agent with the appropriate form pursuant to this Section 6.7 and thereby to establish complete or substantiate exemption ----------- from from, or reduction of, United States withholding tax (unless such failure under the Code or other laws of the United States. Each Lender agrees to establish complete exemption from United States withholding tax is due to a notify the Agent of any change in treatycircumstances which would modify or render invalid any claimed exemption or reduction. If any form or document referred to in this subsection (e) requires the disclosure of information, lawother than information necessary to compute the tax payable and information required on the date hereof by Internal Revenue Service Form 1001, 4224 or regulation occurring subsequent W-8 (or applicable successor forms) (or the related certificate described above), that the Lender reasonably considers to be confidential, the Lender shall give notice thereof to the date on which a form originally was required to be provided), (A) the applicable Loan Party shall deduct all required Taxes from any amounts payable to such Lender under any Loan Document, (B) the applicable Loan Party shall pay the full amount allocated to the relevant taxing authority or other authority in accordance with applicable law, (C) the applicable Loan Party shall furnish to the Administrative Agent the original or a certified copy of a receipt evidencing payment thereof Borrower and (D) such Lender shall not be entitled obligated to an indemnification include in such form or increases in the sum payable under Sections 6.6 or 14.5 with respect to Taxes imposed by the United ------------ ---- States; provided, however, that should a Lender, which is otherwise exempt from -------- ------- or subject to a reduced rate of withholding tax, become subject to Taxes because of its failure to deliver a form required hereunder, the Borrower shall take document such steps as such Lender shall reasonably request to assist such Lender to recover such Taxesconfidential information.

Withholding Tax Exemption. Each Lender and Administrative Agent ------------------------- organized under the laws of a jurisdiction outside the United States, on or prior to the date of its execution and delivery of this Agreement in the case of each Lender listed on the signature pages hereof and on or prior to the date on which it becomes a Lender in the case of each other Lender, and from time to time thereafter if requested in writing by the Borrower or the Administrative Agent (but only so long as such Lender remains lawfully able to do so), shall provide the Borrower and the Administrative Agent with (a) if such Lender is a "bank" within the meaning of Section 881(c)(3)(ASection881(c)(3)(A) of the Code, (i) Internal Revenue Service Form 1001 or 4224, as appropriate, or any successor form prescribed by the Internal Revenue Service, certifying that such Lender is entitled to benefits under an income tax treaty to which the United States is a party which reduces to zero the rate of withholding tax on payments of interest or certifying that the income receivable pursuant to this Agreement is effectively connected with the conduct of a trade or business in the United States, (ii) Internal Revenue Service Form W-8 or W-9, as appropriate, or any successor form prescribed by the Internal Revenue Service, and (iii) any iii)any other form or certificate required by any taxing authority (including any certificate required by Sections 871(h) and 881(c) of the Internal Revenue Code), certifying that such Lender is entitled to a complete exemption from tax on payments pursuant to any of the Loan Documents or (b) if such Lender is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code, a Form W-8, or any subsequent versions thereof or successors thereto (and, if such non-U.S. Lender delivers a Form W-8FormW-8, a certificate representing that such non-U.S. Lender is not a bank for purposes of Section 881(c) of the Code, is not a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code of the Borrower and is not a controlled foreign corporation related to the Borrower (within the meaning of Section 864(d)(4) of the Code)), properly completed and duly executed by such non-U.S. Lender claiming complete exemption from United States Federal withholding tax on payments of interest by the Borrower under this Agreement and the other Loan Documents. For any period with respect to which a Lender has failed to provide the Borrower and the Administrative Agent with the appropriate form pursuant to this Section 6.7 and thereby to establish complete exemption ----------- from United States withholding tax (unless such failure to establish complete exemption from United States withholding tax is due to a change in treaty, law, or regulation occurring subsequent to the date on which a form originally was required to be provided), (A) the applicable Loan Obligated Party shall deduct all required Taxes from any amounts payable to such Lender under any Loan Document, (B) the applicable Loan Obligated Party shall pay the full amount allocated to the relevant taxing authority or other authority in accordance with applicable law, (C) the applicable Loan Obligated Party shall furnish to the Administrative Agent the original or a certified copy of a receipt evidencing payment thereof and (D) such Lender shall not be entitled to an indemnification or increases in the sum payable under Sections 6.6 or 14.5 14.2 with respect to Taxes imposed by the United ------------ ---- States; provided, however, that should a Lender, which is otherwise exempt from -------- ------- or subject to a reduced rate of withholding tax, become subject to Taxes because of its failure to deliver a form required hereunder, the Borrower shall shall, at the expense of such Lender, take such steps as such Lender shall reasonably request to assist such Lender to recover such Taxes.

Withholding Tax Exemption. Each Lender of the Agent, any Bank or Eligible Assignee that is a Non-U.S. Person (as defined below) and Administrative that is, or becomes, a party hereto hereby represents and warrants that, as of the date it becomes a party to this Agreement, payments made to it hereunder are exempt from withholding of U.S. Federal income taxes (i) because such payments are effectively connected with a United States trade or business conducted by such Non-U.S. Person or (ii) pursuant to the terms of an income tax treaty between the United States and such Non-U.S. Person's country of residence. Each of the Agent ------------------------- organized and any Bank or Eligible Assignee that is not incorporated or otherwise formed under the laws of a jurisdiction outside the United StatesStates of America or a state thereof (a "Non-U.S. Person") agrees that, on or prior to the date of its execution and delivery of this Agreement or, if later, the date it becomes a party to this Agreement, it will deliver to the Agent and the Borrower two duly completed copies of United States Internal Revenue Service Form 1001 or 4224, or any successor applicable form (a "Form 1001 or 4224"), as the case may be, certifying in each case that such Bank, the Agent or Eligible Assignee is entitled to receive payments payable to it hereunder without deduction or withholding of any United States Federal income taxes. Each of the Agent, or any Bank or Eligible Assignee that delivers to the Borrower and the Agent two copies of Form 1001 or 4224 pursuant to the immediately preceding sentence further undertakes to deliver to the Borrower and the Agent further copies of such Form 1001 or 4224, as the case may be, or other manner of certification reasonably satisfactory to the Borrower and the Agent, on or before the date that any such form expires or becomes obsolete or on the occurrence of any event requiring a change in the most recent form or certification previously delivered by it to the Borrower or the Agent, and such extensions or renewals thereof as may reasonably be requested by the Borrower or the Agent, certifying that such Agent, Bank or Eligible Assignee, as the case may be, is entitled to receive payments hereunder without deduction or withholding of each Lender listed on any United States Federal income taxes, or, to the signature pages hereof and extent applicable following a Regulatory Change, subject to a reduced rate thereof. Notwithstanding the foregoing provisions of Section 2.26, if on or prior to the date on which it becomes any delivery of such Form 1001 or 4224 providing for a Lender in complete exemption from withholding of any United States Federal income taxes ("Complete Exemption Forms"), as the case may be, would otherwise be required, there has occurred any Regulatory Change that renders all such Complete Exemption Forms inapplicable or ineffective for the Agent, such Bank or Eligible Assignee, as the case may be, or which would prevent any of each other Lenderthem from duly completing and delivering any such Complete Exemption Form or certification with respect to it, and from time to time thereafter if requested in writing by the Agent, or such Bank or Eligible Assignee, as the case may be, shall advise the Borrower that it shall be subject to withholding of United States Federal income tax at the full statutory rate or the Administrative Agent at a reduced rate thereof (but only so long as such Lender remains lawfully able whichever is applicable). Each Non-U.S. Person shall have an obligation under this paragraph to do so), shall provide furnish a Complete Exemption Form to the Borrower and the Administrative Agent with (a) if until a Regulatory Change occurs which would render such Lender is a "bank" within form inapplicable or ineffective or prevent such Non-U.S. Person from providing any such form. Notwithstanding any provision of this Agreement to the meaning of Section 881(c)(3)(A) of contrary, the CodeBorrower shall have no obligation to pay any Taxes or to indemnify any Bank, (i) Internal Revenue Service Form 1001 or 4224, as appropriate, the Agent or any successor form prescribed by the Internal Revenue Service, certifying that Eligible Assignee for such Lender is entitled to benefits under an income tax treaty to which the United States is a party which reduces to zero the rate of withholding tax on payments of interest or certifying that the income receivable Taxes pursuant to this Agreement is effectively connected to the extent that such Taxes result from (i) the failure of any Bank, Agent, or Eligible Assignee to comply with the conduct of a trade its obligations pursuant to this paragraph or business in the United States, (ii) Internal Revenue Service any representation made in the first sentence of this paragraph or on Form W-8 1001 or W-94224 or successor applicable form or certification by any Bank, as appropriatethe Agent, or Eligible Assignee incurring such Taxes proving to have been incorrect, false or misleading in any successor form prescribed by the Internal Revenue Service, and (iii) any other form material respect when so made or certificate required by any taxing authority (including any certificate required by Sections 871(h) and 881(c) of the Internal Revenue Code), certifying that such Lender is entitled to a complete exemption from tax on payments pursuant to any of the Loan Documents or (b) if such Lender is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code, a Form W-8, or any subsequent versions thereof or successors thereto (and, if such non-U.S. Lender delivers a Form W-8, a certificate representing that such non-U.S. Lender is not a bank for purposes of Section 881(c) of the Code, is not a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code of the Borrower and is not a controlled foreign corporation related to the Borrower (within the meaning of Section 864(d)(4) of the Code)), properly completed and duly executed by such non-U.S. Lender claiming complete exemption from United States Federal withholding tax on payments of interest by the Borrower under this Agreement and the other Loan Documents. For any period with respect to which a Lender has failed to provide the Borrower and the Administrative Agent with the appropriate form pursuant to this Section 6.7 and thereby to establish complete exemption ----------- from United States withholding tax (unless such failure to establish complete exemption from United States withholding tax is due to a change in treaty, law, or regulation occurring subsequent to the date on which a form originally was required deemed to be provided), (A) the applicable Loan Party shall deduct all required Taxes from any amounts payable to such Lender under any Loan Document, (B) the applicable Loan Party shall pay the full amount allocated to the relevant taxing authority or other authority in accordance with applicable law, (C) the applicable Loan Party shall furnish to the Administrative Agent the original or a certified copy of a receipt evidencing payment thereof and (D) such Lender shall not be entitled to an indemnification or increases in the sum payable under Sections 6.6 or 14.5 with respect to Taxes imposed by the United ------------ ---- States; provided, however, that should a Lender, which is otherwise exempt from -------- ------- or subject to a reduced rate of withholding tax, become subject to Taxes because of its failure to deliver a form required hereunder, the Borrower shall take such steps as such Lender shall reasonably request to assist such Lender to recover such Taxesmade.

Withholding Tax Exemption. Each At least five Domestic Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender, each Lender and Administrative Agent ------------------------- that is not incorporated or organized under the laws of a jurisdiction outside the United States, on States of America or prior a state thereof agrees that it will deliver to the date each of its execution and delivery of this Agreement in the case of each Lender listed on the signature pages hereof and on or prior to the date on which it becomes a Lender in the case of each other Lender, and from time to time thereafter if requested in writing by the Borrower or the Administrative Agent (but only so long as such Lender remains lawfully able to do so), shall provide the Borrower and the Administrative Agent with (a) if such Lender is a "bank" within the meaning two duly and properly completed copies of Section 881(c)(3)(A) of the Code, (i) United States Internal Revenue Service Form 1001 or 42244224 (or any successor form, as appropriatein either case), certifying in either case that such Lender is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes or (ii) solely if such Lender is claiming exemption from United States withholding tax under Section 871(h) or 881(c) of the Internal Revenue Code with respect to payments of "portfolio interest", a Form W-8, or any successor form prescribed by the Internal Revenue Service, certifying that such Lender is entitled to benefits under an income tax treaty to which the United States is a party which reduces to zero the rate of withholding tax on payments of interest or certifying that the income receivable pursuant to this Agreement is effectively connected with the conduct of a trade or business in the United States, (ii) Internal Revenue Service Form W-8 or W-9, as appropriate, or any successor form prescribed by the Internal Revenue Service, and (iii) any other form or certificate required by any taxing authority (including any certificate required by Sections 871(h) and 881(c) of the Internal Revenue Code), certifying that such Lender is entitled to a complete exemption from tax on payments pursuant to any of the Loan Documents or (b) if such Lender is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code, a Form W-8, or any subsequent versions thereof or successors thereto (and, if such non-U.S. Lender delivers a Form W-8, a certificate representing that such non-U.S. Lender is not a bank for purposes of Section 881(c) of the Internal Revenue Code, is not a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code Internal Revenue Code) of the Borrower and is not a controlled foreign corporation related to the Borrower (within the meaning of Section 864(d)(4) of the Internal Revenue Code)), properly completed ) and duly executed by such non-U.S. Lender claiming complete exemption from United States Federal withholding tax on payments of interest by other documentation as the Borrower under this Agreement and may reasonably require to permit it to determine that such Lender is entitled to the other Loan Documentsexemption. For Each Lender which so delivers a Form 1001 or 4224, or Form W-8 (or any period with respect successor form, in either case) further undertakes to which a Lender has failed deliver to provide each of the Borrower and the Administrative Agent with two additional copies of such form (or a successor form) on or before the appropriate date that such form pursuant expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower or the Administrative Agent, in each case certifying that such Lender is entitled to receive payments under this Section 6.7 Agreement and thereby to establish complete exemption ----------- from the Notes without deduction or withholding of any United States withholding tax federal income taxes, unless an event (unless such failure to establish complete exemption from United States withholding tax is due to a including without limitation any change in treaty, law, law or regulation occurring subsequent regulation) has occurred prior to the date on which a form originally was any such delivery would otherwise be required to be provided), (A) the applicable Loan Party shall deduct which renders all required Taxes from any amounts payable to such forms inapplicable or which would prevent such Lender under from duly completing and delivering any Loan Document, (B) such form with respect to it and such Lender advises the applicable Loan Party shall pay the full amount allocated to the relevant taxing authority or other authority in accordance with applicable law, (C) the applicable Loan Party shall furnish to Borrower and the Administrative Agent the original that it is not capable of receiving payments without any deduction or a certified copy withholding of a receipt evidencing payment thereof and (D) such Lender shall not be entitled to an indemnification or increases in the sum payable under Sections 6.6 or 14.5 with respect to Taxes imposed by the United ------------ ---- States; provided, however, that should a Lender, which is otherwise exempt from -------- ------- or subject to a reduced rate of withholding States federal income tax, become subject to Taxes because of its failure to deliver a form required hereunder, the Borrower shall take such steps as such Lender shall reasonably request to assist such Lender to recover such Taxes.

Withholding Tax Exemption. Each Lender and Administrative Agent ------------------------- organized under the laws of a jurisdiction outside the United StatesU.S., on or prior to the date of its execution and delivery of this Agreement in the case of each Lender listed on the signature pages hereof and on or prior to the date on which it becomes a Lender in the case of each other Lender, and from time to time thereafter if requested in writing by the Borrower or the Administrative Agent (but only so long as such Lender remains lawfully able to do so), shall provide the Borrower and the Administrative Agent with (a) if such Lender is a "bank" within the meaning of Section 881(c)(3)(A) of the Code, (i) Internal Revenue Service Form 1001 or 4224, as appropriate, or any successor form prescribed by the Internal Revenue Service, certifying that such Lender is entitled to benefits under an income tax treaty to which the United States U.S. is a party which reduces to zero the rate of withholding tax on payments of interest or certifying that the income receivable pursuant to this Agreement is effectively connected with the conduct of a trade or business in the United StatesU.S., (ii) Internal Revenue Service Form W-8 or W-9, as appropriate, or any successor form prescribed by the Internal Revenue Service, and (iii) any other form or certificate required by any taxing authority (including any certificate required by Sections 871(h) and 881(c) of the Internal Revenue Code), certifying that such Lender is entitled to a complete exemption from tax on payments pursuant to any of the Loan Documents or (b) if such Lender is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code, a Form W-8, or any subsequent versions thereof or successors thereto (and, if such non-U.S. Lender delivers a Form W-8, a certificate (including any certificate required by Sections 871(h) and 881(c) of the Code) representing that such non-U.S. Lender is not a bank for purposes of Section 881(c) of the Code, is not a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code Code) of the Borrower and is not a controlled foreign corporation related to the Borrower (within the meaning of Section 864(d)(4) of the Code)), properly completed and duly executed by such non-U.S. Lender claiming complete exemption from United States Federal withholding tax on payments of interest by the Borrower under this Agreement and the other Loan Documents. For any period with respect to which a Lender has failed to provide the Borrower and the Administrative Agent with the appropriate form pursuant to this Section 6.7 SECTION 5.7 and thereby to establish complete exemption ----------- from United States U.S. withholding tax (unless such failure to establish complete exemption from United States U.S. withholding tax is due to a change in treaty, lawLaw, or regulation occurring subsequent to the date on which a form originally was required to be provided), (A) the applicable Loan Party shall deduct all required Taxes from any amounts payable to such Lender under any Loan Document, (B) the applicable Loan Party shall pay the full amount allocated to the relevant taxing authority or other authority in accordance with applicable lawLaw, (C) the applicable Loan Party shall furnish to the Administrative Agent the original or a certified copy of a receipt evidencing payment thereof thereof, and (D) such Lender shall not be entitled to an indemnification or increases in the sum payable under Sections 6.6 SECTION 5.6 or 14.5 SECTION 13.5 with respect to Taxes imposed by the United ------------ ---- StatesU.S.; providedPROVIDED, howeverHOWEVER, that should a Lender, which is otherwise exempt from -------- ------- or subject to a reduced rate of withholding tax, become subject to Taxes because of its failure to deliver a form required hereunder, the Borrower shall take such steps as such Lender shall reasonably request to assist such Lender to recover such Taxes.

Withholding Tax Exemption. Each Lender and Administrative Agent ------------------------- organized under the laws of a jurisdiction outside the United States, on or prior to the date of its execution and delivery of this Agreement in the case of each Lender listed on the signature pages hereof and on or prior to the date on which it becomes a Lender in the case of each other Lender, and from time to time thereafter if requested in writing by the Borrower or the Administrative Agent (but only so long as such Lender remains lawfully able to do so), shall provide the Borrower and the Administrative Agent with (a) if such Lender is a "bank" within the meaning of Section 881(c)(3)(A) of the Code, (i) Internal Revenue Service Form 1001 or 4224, as appropriate, or any successor form prescribed by the Internal Revenue Service, certifying that such Lender is entitled to benefits under an income tax treaty to which the United States is a party which reduces to zero the rate of withholding tax on payments of interest or certifying that the income receivable pursuant to this Agreement is effectively connected with the conduct of a trade or business in the United States, (ii) Internal Revenue Service Form W-8 or W-9, as appropriate, or any successor form prescribed by the Internal Revenue Service, and (iii) any other form or certificate required by any taxing authority (including any certificate required by Sections 871(h) and 881(c) of the Internal Revenue Code), certifying that such Lender is entitled to a complete exemption from tax on payments pursuant to any of the Loan Documents or (b) if such Lender is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code, a Form W-8, or any subsequent versions thereof or successors thereto (and, if such non-U.S. Lender delivers a Form W-8, a certificate representing that such non-U.S. Lender is not a bank for purposes of Section 881(c) of the Code, is not a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code of the Borrower and is not a controlled foreign corporation related to the Borrower (within the meaning of Section 864(d)(4) of the Code)), properly completed and duly executed by such non-U.S. Lender claiming complete exemption from United States Federal withholding tax on payments of interest by the Borrower under this Agreement and the other Loan Documents. For any period with respect to which a Lender has failed to provide the Borrower and the Administrative Agent with the appropriate form pursuant to this Section 6.7 SECTION 5.7 and thereby to establish complete exemption ----------- from United States withholding tax (unless such failure to establish complete exemption from United States withholding tax is due to a change in treaty, law, or regulation occurring subsequent to the date on which a form originally was required to be provided), (A) the Borrower or the applicable Loan Party Subsidiary shall deduct all required Taxes from any amounts payable to such Lender under any Loan Document, (B) the Borrower or the applicable Loan Party Subsidiary shall pay the full amount allocated to the relevant taxing authority or other authority in accordance with applicable law, (C) the Borrower or the applicable Loan Party Subsidiary shall furnish to the Administrative Agent the original or a certified copy of a receipt evidencing payment thereof and (D) such Lender shall not be entitled to an indemnification or increases in the sum payable under Sections 6.6 SECTIONS 5.6 or 14.5 12.5 with respect to Taxes imposed by the United ------------ ---- States; providedPROVIDED, howeverHOWEVER, that should a Lender, which is otherwise exempt from -------- ------- or subject to a reduced rate of withholding tax, become subject to Taxes because of its failure to deliver a form required hereunder, the Borrower shall take such steps as such Lender shall reasonably request to assist such Lender to recover such Taxes.

Withholding Tax Exemption. Each Lender and Administrative Agent ------------------------- organized under the laws of a jurisdiction outside the United StatesU.S., on or prior to the date of its execution and delivery of this Agreement in the case of each Lender listed on the signature pages hereof and on or prior to the date on which it becomes a Lender in the case of each other Lender, and from time to time thereafter if requested in writing by the Borrower or the Administrative Agent (but only so long as such Lender remains lawfully able to do so), shall provide the Borrower and the Administrative Agent with (a) if such Lender is a "bank" within the meaning of Section 881(c)(3)(A) of the Code, (i) Internal Revenue Service Form 1001 or 4224, as appropriate, or any successor form prescribed by the Internal Revenue Service, certifying that such Lender is entitled to benefits under an income tax treaty to which the United States U.S. is a party which reduces to zero the rate of withholding tax on payments of interest or certifying that the income receivable pursuant to this Agreement is effectively connected with the conduct of a trade or business in the United StatesU.S., (ii) Internal Revenue Service Form W-8 or W-9, as appropriate, or any successor form prescribed by the Internal Revenue Service, and (iii) any other form or certificate required by any taxing authority (including any certificate required by Sections 871(h) and 881(c) of the Internal Revenue Code), certifying that such Lender is entitled to a complete exemption from tax on payments pursuant to any of the Loan Documents or (b) if such Lender is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code, a Form W-8, or any subsequent versions thereof or successors thereto (and, if such non-U.S. Lender delivers a Form W-8, a certificate (including any certificate required by Sections 871(h) and 881(c) of the Code) representing that such non-U.S. Lender is not a bank for purposes of Section 881(c) of the Code, is not a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code Code) of the Borrower and is not a controlled foreign corporation related to the Borrower (within the meaning of Section 864(d)(4) of the Code)), properly completed and duly executed by such non-U.S. Lender claiming complete exemption from United States U.S. Federal withholding tax on payments of interest by the Borrower under this Agreement and the other Loan Documents. For any period with respect to which a Lender has failed to provide the Borrower and the Administrative Agent with the appropriate form pursuant to this Section SECTION 6.7 and thereby to establish complete exemption ----------- from United States U.S. withholding tax (unless such failure to establish complete exemption from United States U.S. withholding tax is due to a change in treaty, law, or regulation occurring subsequent to the date on which a form originally was required to be provided), (A) the applicable Loan Party shall deduct all required Taxes from any amounts payable to such Lender under any Loan Document, (B) the applicable Loan Party shall pay the full amount allocated to the relevant taxing authority or other authority in accordance with applicable law, (C) the applicable Loan Party shall furnish to the Administrative Agent the original or a certified copy of a receipt evidencing payment thereof thereof, and (D) such Lender shall not be entitled to an indemnification or increases in the sum payable under Sections SECTION 6.6 or SECTION 14.5 with respect to Taxes imposed by the United ------------ ---- StatesU.S.; providedPROVIDED, howeverHOWEVER, that should a Lender, which is otherwise exempt from -------- ------- or subject to a reduced rate of withholding tax, become subject to Taxes because of its failure to deliver a form required hereunder, the Borrower shall take such steps as such Lender shall reasonably request to assist such Lender to recover such Taxes.

Withholding Tax Exemption. Each Lender and Administrative Agent ------------------------- organized under the laws of a jurisdiction outside the United StatesU.S., on or prior to the date of its execution and delivery of this Agreement in the case of each Lender listed on the signature pages hereof and on or prior to the date on which it becomes a Lender in the case of each other Lender, and from time to time thereafter if requested in writing by the Borrower or the Administrative Agent (but only so long as such Lender remains lawfully able to do so), shall provide the Borrower and the Administrative Agent with (a) if such Lender is a "bank" within the meaning of Section 881(c)(3)(A) of the Code, (i) Internal Revenue Service Form 1001 W-8ECI or 4224W-8BEN, as appropriate, or any successor form prescribed by the Internal Revenue Service, certifying that such Lender is entitled to benefits under an income tax treaty to which the United States U.S. is a party which reduces to zero the rate of withholding tax on payments of interest or certifying that the income receivable pursuant to this Agreement is effectively connected with the conduct of a trade or business in the United StatesU.S., (ii) Internal Revenue Service Form W-8 or W-9, as appropriate, or any successor form prescribed by the Internal Revenue Service, and (iii) any other form or certificate required by any taxing authority (including any certificate required by Sections 871(h) and 881(c) of the Internal Revenue Code), certifying that such Lender is entitled to a complete exemption from tax on payments pursuant to any of the Loan Documents or (b) if such Lender is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code, a Form W-8, or any subsequent versions thereof or successors thereto (and, if such non-U.S. Lender delivers a Form W-8, a certificate (including any certificate required by Sections 871(h) and 881(c) of the Code) representing that such non-U.S. Lender is not a bank for purposes of Section 881(c) of the Code, is not a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code Code) of the Borrower and is not a controlled foreign corporation related to the Borrower (within the meaning of Section 864(d)(4) of the Code)), properly completed and duly executed by such non-U.S. Lender claiming complete exemption from United States U.S. Federal withholding tax on payments of interest by the Borrower under this Agreement and the other Loan Documents. For any period with respect to which a Lender has failed to provide the Borrower and the Administrative Agent with the appropriate form pursuant to this Section 6.7 5.2 and thereby to establish complete exemption ----------- from United States U.S. withholding tax (unless such failure to establish complete exemption from United States U.S. withholding tax is due to a change in treaty, law, or regulation occurring subsequent to the date on which a form originally was required to be provided), (A) the applicable Loan Party shall deduct all required Taxes from any amounts payable to such Lender under any Loan Document, (B) the applicable Loan Party shall pay the full amount allocated to the relevant taxing authority or other authority in accordance with applicable law, (C) the applicable Loan Party shall furnish to the Administrative Agent the original or a certified copy of a receipt evidencing payment thereof thereof, and (D) such Lender shall not be entitled to an indemnification or increases in the sum payable under Sections 6.6 Section 5.1 or 14.5 Section 13.5 with respect to Taxes imposed by the United ------------ ---- StatesU.S.; provided, however, that should a Lender, which is otherwise exempt from -------- ------- or subject to a reduced rate of withholding tax, become subject to Taxes because of its failure to deliver a form required hereunder, the Borrower shall take such steps as such Lender shall reasonably request to assist such Lender to recover such Taxes.

Withholding Tax Exemption. Each Lender and Administrative Agent ------------------------- organized under the ------------------------- laws of a jurisdiction outside the United StatesU.S., on or prior to the date of its execution and delivery of this Agreement in the case of each Lender listed on the signature pages hereof and on or prior to the date on which it becomes a Lender in the case of each other Lender, and from time to time thereafter if requested in writing by the Borrower or the Administrative Agent (but only so long as such Lender remains lawfully able to do so), shall provide the Borrower and the Administrative Agent with (a) if such Lender is a "bank" within the meaning of Section 881(c)(3)(A) of the Code, (i) Internal Revenue Service Form 1001 or 4224, as appropriate, or any successor form prescribed by the Internal Revenue Service, certifying that such Lender is entitled to benefits under an income tax treaty to which the United States U.S. is a party which reduces to zero the rate of withholding tax on payments of interest or certifying that the income receivable pursuant to this Agreement is effectively connected with the conduct of a trade or business in the United StatesU.S., (ii) Internal Revenue Service Form W-8 or W-9, as appropriate, or any successor form prescribed by the Internal Revenue Service, and (iii) any other form or certificate required by any taxing authority (including any certificate required by Sections 871(h) and 881(c) of the Internal Revenue Code), certifying that such Lender is entitled to a complete exemption from tax on payments pursuant to any of the Loan Documents or (b) if such Lender is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code, a Form W-8, or any subsequent versions thereof or successors thereto (and, if such non-U.S. Lender delivers a Form W-8, a certificate (including any certificate required by Sections 871(h) and 881(c) of the Code) representing that such non-U.S. Lender is not a bank for purposes of Section 881(c) of the Code, is not a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code Code) of the Borrower and is not a controlled foreign corporation related to the Borrower (within the meaning of Section 864(d)(4) of the Code)), properly completed and duly executed by such non-U.S. Lender claiming complete exemption from United States Federal withholding tax on payments of interest by the Borrower under this Agreement and the other Loan Documents. For any period with respect to which a Lender has failed to provide the Borrower and the Administrative Agent with the appropriate form pursuant to this Section 6.7 and thereby to establish complete exemption from U.S. ----------- from United States withholding tax (unless such failure to establish complete exemption from United States U.S. withholding tax is due to a change in treaty, law, or regulation occurring subsequent to the date on which a form originally was required to be provided), (A) the applicable Loan Party shall deduct all required Taxes from any amounts payable to such Lender under any Loan Document, (B) the applicable Loan Party shall pay the full amount allocated to the relevant taxing authority or other authority in accordance with applicable law, (C) the applicable Loan Party shall furnish to the Administrative Agent the original or a certified copy of a receipt evidencing payment thereof thereof, and (D) such Lender shall not be entitled to an indemnification or increases in the sum payable under Sections Section 6.6 or Section ----------- ------- 14.5 with respect to Taxes imposed by the United ------------ ---- StatesU.S.; provided, however, that should a ---- -------- ------- Lender, which is otherwise exempt from -------- ------- or subject to a reduced rate of withholding tax, become subject to Taxes because of its failure to deliver a form required hereunder, the Borrower shall take such steps as such Lender shall reasonably request to assist such Lender to recover such Taxes.