Common use of Withholding Tax Clause in Contracts

Withholding Tax. (a) If any Lender is a “foreign corporation, partnership, or trust” within the meaning of the Code and such Lender claims exemption from, or a reduction of, U.S. withholding tax under Sections 1441 or 1442 of the Code, such Lender agrees with and in favor of the Agents, to deliver to the Agents and Xxxxx: (i) if such Lender claims an exemption from, or a reduction of, withholding tax under a U.S. tax treaty, two properly completed and executed IRS Form W-8BEN before the payment of any interest in the first calendar year during which interest may be paid under this Agreement (and thereafter as reasonably requested by the Administrative Agent, the Collateral Agent or Xxxxx, but only if such Lender is then lawfully permitted to do so); (ii) if such Lender claims that interest paid under this Agreement is exempt from U.S. withholding tax because it is effectively connected with a U.S. trade or business of such Lender, two properly completed and executed copies of IRS Form W-8ECI before the payment of any interest is due in the first taxable year of such Lender during which interest may be paid under this Agreement (and thereafter as reasonably requested by the Administrative Agent, the Collateral Agent or Xxxxx, but only if such Lender is then lawfully permitted to do so), and IRS Form W-9; and (iii) such other form or forms as may be required under the Code or other laws of the U.S. as a condition to exemption from, or reduction of, U.S. withholding tax. Such Lender agrees to promptly notify the Agents and Xxxxx of any change in circumstances that would modify or render invalid any claimed exemption or reduction. (b) If any Lender claims exemption from, or reduction of, withholding tax under a U.S. tax treaty by providing IRS Form W-8BEN and such Lender sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations owing to such Lender, such Lender agrees to notify the Agents and Xxxxx of the percentage amount in which it is no longer the beneficial owner of Obligations owing to such Lender. To the extent of such percentage amount, the Agents and the Borrowers will treat such Lender’s IRS Form W-8BEN as no longer valid. (c) If any Lender claiming exemption from U.S. withholding tax by filing IRS Form W-8ECI with the Agents sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations owing to such Lender, such Lender agrees to undertake sole responsibility for complying with the withholding tax requirements imposed by Sections 1441 and 1442 of the Code. (d) If any Lender is entitled to a reduction in the applicable withholding tax, the Administrative Agent, the Collateral Agent or any Borrower, as appropriate, may withhold from any interest payment to such Lender an amount equivalent to the applicable withholding tax after taking into account such reduction. If the forms or other documentation required by clause (a) preceding are not delivered to the Agents and Xxxxx, then the applicable Agent or any Borrower, as appropriate, may withhold from any interest payment to such Lender not providing such forms or other documentation an amount equivalent to the applicable withholding tax. (e) If the IRS or any other Governmental Authority of the U.S. or other jurisdiction asserts a claim that an Agent or any Borrower did not properly withhold tax from amounts paid to or for the account of any Lender (because the appropriate form was not delivered, was not properly executed, or because such Lender failed to notify the Agents or any Borrower of a change in circumstances that rendered the exemption from, or reduction of, withholding tax ineffective, or for any other reason) such Lender shall indemnify each of the Agents and any Borrower fully for all amounts paid, directly or indirectly, by any of them as tax or otherwise, including penalties and interest, and including any taxes imposed by any jurisdiction on the amounts payable to either of the Agents or the Borrowers under this Section 14.10, together with all costs and expenses (including Attorney Costs). The obligation of the Lenders under this clause (e) shall survive the payment of all Obligations and the resignation or replacement of either Agent.

Withholding Tax. (a) If any Lender (including a Lender that becomes a party to this Agreement by assignment in accordance with Section 10.07) is not a “foreign corporation, partnership, or trust” within the meaning "United Stated Person" for U.S. federal income tax purposes as defined in Section 7701(a)(30) of the Code and such Lender claims exemption from, or a reduction of, U.S. withholding tax under Sections 1441 or 1442 of the Code, such Lender agrees with and in favor of the Agents, Agent and the Company to deliver to the Agents Agent and Xxxxxthe Company: (i) if such Lender claims an exemption from, or a reduction of, withholding tax under a U.S. United States tax treaty, two properly completed and executed copies of IRS Form W-8BEN (or any successor form) before the payment of any interest in the first calendar year and before the payment of any interest in each third succeeding calendar year during which interest may be paid under this Agreement (and thereafter as reasonably requested by the Administrative Agent, the Collateral Agent or Xxxxx, but only if such Lender is then lawfully permitted to do so)Agreement; (ii) if such Lender claims that interest paid under this Agreement is exempt from U.S. United States withholding tax because it is effectively connected with a U.S. United States trade or business of such Lender, two properly completed and executed copies of IRS Form W-8ECI (or any successor form) before the payment of any interest is due in the first taxable year of such Lender and in each third succeeding taxable year of such Lender during which interest may be paid under this Agreement (and thereafter as reasonably requested by the Administrative Agent, the Collateral Agent or Xxxxx, but only if such Lender is then lawfully permitted to do so), and IRS Form W-9Agreement; and (iii) such other form or forms as may be required under the Code or other laws of the U.S. United States as a condition to exemption from, or reduction of, U.S. United States withholding tax. Such Lender agrees to promptly notify the Agents Agent and Xxxxx the Company of any change in circumstances that which would modify or render invalid any claimed exemption or reduction. (b) If any Lender claims exemption from, or reduction of, withholding tax under a U.S. United States tax treaty by providing an IRS Form W-8BEN W-8BEN, W-8ECI or other required form and such Lender sells, assigns, grants a participation xxxxxx x xxxticipation in, or otherwise transfers all or part of the Obligations owing of the Company to such Lender, such Lender agrees to notify the Agents Agent and Xxxxx the Company of the percentage amount in which it is no longer the beneficial owner of Obligations owing of the Company to such Lender. To the extent of such percentage amount, the Agents Agent and the Borrowers Company will treat such Lender’s 's IRS Form W-8BEN W-8BEN, W-8ECI or other required form as no longer valid. (cx) If any Lender Xx xxx Xxnder claiming exemption from U.S. United States withholding tax by filing IRS Form W-8ECI with the Agents Agent sells, assigns, grants a participation in, in or otherwise transfers all or part of the Obligations owing of the Company to such Lender, such Lender agrees to undertake sole responsibility for complying with the withholding tax requirements imposed by Sections 1441 and 1442 of the Code. (d) If any Lender is entitled to a reduction in the applicable withholding tax, the Administrative Agent, the Collateral Agent or any Borrower, as appropriate, Company may withhold from any interest payment to such Lender (or the Agent) an amount equivalent to the applicable withholding tax after taking into account such reduction. If However, if the forms or other documentation required by clause subsection (a) preceding of this Section are not delivered to the Agents Company and Xxxxxthe Agent, or if any Lender is not entitled to submit such forms or other documentation, then the applicable Agent or any Borrower, as appropriate, Company may withhold from any interest payment to such Lender not providing such forms (or other documentation the Agent) an amount equivalent to the applicable withholding taxtax imposed by Sections 1441 and 1442 of the Code, without reduction. If the Company withholds tax from any interest payment, it shall deliver to the Agent on the Interest Payment Date a written notice setting forth in reasonable detail the amount of withholding made and the reason for said calculation of such amount. (e) If the IRS or any other Governmental Authority of the U.S. United States or other jurisdiction asserts a claim that an the Company or the Agent or any Borrower did not properly withhold tax from amounts paid to or for the account of any Lender (because the appropriate form was not delivered, delivered or was not properly executed, or because such Lender failed to notify the Agents Company or any Borrower the Agent of a change in circumstances that which rendered the exemption from, or reduction of, withholding tax ineffective, ineffective or for any other reason) such Lender shall indemnify each of the Agents and any Borrower Company or the Agent, as the case may be, fully for all amounts paid, directly or indirectly, by any of them the Company or the Agent as tax or otherwise, including penalties and interest, interest and including any taxes imposed by any jurisdiction on the amounts payable to either of the Agents Company or the Borrowers Agent under this Section 14.10Section, together with all costs and expenses (including Attorney Costs). The obligation of the Lenders under this clause (e) subsection shall survive the payment of all Obligations and the resignation or replacement of either the Agent. (f) Any amounts withheld from a Lender as a result of the failure of such Lender to claim an exemption from withholding available to it or otherwise to comply with this Section 9.12 shall not be subject to indemnification under Section 3.01, Section 10.05 or otherwise.

Withholding Tax. (a) If any Lender Bank is a “"foreign corporation, partnership, partnership or trust” " within the meaning of the Code and such Lender Bank claims exemption from, or a reduction of, U.S. withholding tax under Sections 1441 or 1442 of the Code, such Lender Bank agrees with and in favor of the AgentsAdministrative Agent, to deliver to the Agents Administrative Agent and XxxxxCompany: (i) if such Lender Bank claims an exemption from, or a reduction of, withholding tax under a U.S. United States tax treaty, two properly completed and executed copies of IRS Form W-8BEN 1001 (or any successor form) before the payment of any interest in the first calendar year and before the payment of any interest in each third succeeding calendar year during which interest may be paid under this Agreement (and thereafter as reasonably requested by the Administrative Agent, the Collateral Agent or Xxxxx, but only if such Lender is then lawfully permitted to do so)Agreement; (ii) if such Lender Bank claims that interest paid under this Agreement is exempt from U.S. United States withholding tax because it is effectively connected with a U.S. United States trade or business of such LenderBank, two properly completed and executed copies of IRS Form W-8ECI 4224 (or any successor form) before the payment of any interest is due in the first taxable year of such Lender Bank and in each succeeding taxable year of such Bank during which interest may be paid under this Agreement (and thereafter as reasonably requested by the Administrative Agent, the Collateral Agent or Xxxxx, but only if such Lender is then lawfully permitted to do so), and IRS Form W-9Agreement; and (iii) such other form or forms as may be required under the Code or other laws of the U.S. United States as a condition to exemption from, or reduction of, U.S. United States withholding tax. Such Lender Bank agrees to promptly notify the Agents and Xxxxx Administrative Agent of any change in circumstances that which would modify or render invalid any claimed exemption or reduction. (b) If any Lender Bank claims exemption from, or reduction of, withholding tax under a U.S. United States tax treaty by providing IRS Form W-8BEN 1001 (or any successor form) and such Lender Bank sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations owing of Company to such LenderBank, such Lender Bank agrees to notify the Agents and Xxxxx Administrative Agent of the percentage amount in which it is no longer the beneficial owner of Obligations owing of Company to such LenderBank. To the extent of such percentage amount, the Agents and the Borrowers Administrative Agent will treat such Lender’s Bank's IRS Form W-8BEN 1001 (or any successor form) as no longer valid. (c) If any Lender Bank claiming exemption from U.S. United States withholding tax by filing IRS Form W-8ECI 4224 (or any successor form) with the Agents Administrative Agent sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations owing of Company to such LenderBank, such Lender Bank agrees to undertake sole responsibility for complying with the withholding tax requirements imposed by Sections 1441 and 1442 of the Code. (d) If any Lender Bank is entitled to a reduction in the applicable withholding tax, the Administrative Agent, the Collateral Agent or any Borrower, as appropriate, may withhold from any interest payment to such Lender Bank an amount equivalent to the applicable withholding tax after taking into account such reduction. If However, if the forms or other documentation required by clause subsection (a) preceding of this Section are not delivered to the Agents and XxxxxAdministrative Agent, then the applicable Administrative Agent or any Borrower, as appropriate, may withhold from any interest payment to such Lender Bank not providing such forms or other documentation an amount equivalent to the applicable withholding taxtax imposed by Sections 1441 and 1442 of the Code, without reduction. (e) If the IRS or any other Governmental Authority of the U.S. United States or other jurisdiction asserts a claim that an Administrative Agent or any Borrower did not properly withhold tax from amounts paid to or for the account of any Lender Bank (because the appropriate form was not delivered, delivered or was not properly executed, or because such Lender Bank failed to notify the Agents or any Borrower Administrative Agent of a change in circumstances that which rendered the exemption from, or reduction of, withholding tax ineffective, or for any other reason) such Lender Bank shall indemnify each of the Agents and any Borrower Administrative Agent fully for all amounts paid, directly or indirectly, by any of them Administrative Agent as tax or otherwise, including penalties and interest, and including any taxes imposed by any jurisdiction on the amounts payable to either of the Agents or the Borrowers Administrative Agent under this Section 14.10Section, together with all costs and expenses (including Attorney Professional Costs). The obligation of the Lenders Banks under this clause (e) subsection shall survive the payment of all Obligations and the resignation or replacement of either Administrative Agent.

Withholding Tax. (a) If On or prior to the date of execution and delivery of this Agreement in the case of each initial Bank, and on or prior to the date of the assignment pursuant to which it becomes a party to this Agreement in the case of an assignee Bank, and from time to time thereafter if requested by the Agent or either Borrower, any Lender Bank that is a “"foreign corporation, partnership, partnership or trust” " within the meaning of the Code and such Lender claims exemption from, or a reduction of, U.S. withholding tax under Sections 1441 or 1442 of the Code, such Lender agrees with and in favor of the Agents, Agent and the Borrowers to deliver to the Agents Agent and Xxxxx: (i) if such Lender claims an exemption from, or a reduction of, withholding tax under a U.S. tax treatythe Borrowers IRS Form 1001 and IRS Form W-8, two properly completed and executed IRS Form W-8BEN before the payment of any interest in the first calendar year during which interest may be paid under this Agreement (and thereafter as reasonably requested by the Administrative Agent, the Collateral Agent or Xxxxx, but only if such Lender is then lawfully permitted to do so); (ii) if such Lender claims that interest paid under this Agreement is exempt from U.S. withholding tax because it is effectively connected with a U.S. trade or business of such Lender, two properly completed and executed copies of IRS Form W-8ECI before the payment of 4224, as appropriate, or any interest is due in the first taxable year of such Lender during which interest may be paid under this Agreement (and thereafter as reasonably requested by the Administrative Agent, the Collateral Agent or Xxxxx, but only if such Lender is then lawfully permitted to do so), and IRS Form W-9; and (iii) such other successor form or forms as may be required under the Code or other laws of the U.S. United States as a condition to exemption from, or reduction of, U.S. United States withholding tax. A Bank providing IRS Forms 1001 and W-8 shall also provide to the Agent and Borrowers properly completed IRS Forms 1001 and W-8 in each third succeeding calendar year during which interest may be paid under this Agreement. A Bank providing IRS Form 4224 shall also provide to the Agent and Borrowers two properly completed IRS Forms 4224 before the payment of interest is due in each succeeding taxable year of such Bank during which interest may be paid under this Agreement. Such Lender Bank agrees to promptly notify the Agents Agent and Xxxxx the Borrowers of any change in circumstances that would modify or render invalid any claimed exemption or reduction. If the IRS form provided by a Bank at the time such Bank first becomes a party to this Agreement indicates a United States withholding tax in excess of zero, withholding tax at such rate shall be considered excluded from Taxes and Other Taxes unless and until such Bank provides the appropriate form certifying that a lesser rate applies, whereupon withholding tax at such lesser rate only shall be considered excluded from Taxes and Other Taxes for the period governed by such form; provided, however, that, if at the date of an assignment pursuant to which an assignee becomes a party to this Agreement, the Bank assignor was entitled to payments under Section 3.1 in respect of United States withholding tax with respect to interest paid at such date, then, to such extent, the term Taxes shall include United States withholding tax, if any, applicable with respect to the Bank assignee on such date. For any period with respect to which a Bank that is a "foreign corporation, partnership or trust" within the meaning of the Code has failed to provide the Agent and Borrowers with the appropriate IRS forms described above (other than if such failure is due to a change in law occurring subsequent to the date on which a Bank, or an assignee thereof, becomes a party to this Agreement), such Bank shall not be entitled to indemnification under Section 3.1 with respect to withholding taxes imposed by the United States; provided, however, that should a Bank become subject to withholding taxes because of its failure to deliver a form required hereunder, the Borrowers shall take such steps as the Bank shall reasonably request to assist the Bank to recover such Taxes. (b) If any Lender Bank claims exemption from, from or reduction of, of withholding tax under a U.S. United States tax treaty by providing IRS Form W-8BEN 1001 and such Lender Bank sells, assigns, grants a participation in, in or otherwise transfers all or part of the Obligations owing of a Borrower to such LenderBank, such Lender Bank agrees to notify the Agents Agent and Xxxxx such Borrower of the percentage amount in which it is no longer the beneficial owner of Obligations owing to such Lender. To the extent of such percentage amount, the Agents and the Borrowers will treat such Lender’s IRS Form W-8BEN as no longer valid. (c) If any Lender claiming exemption from U.S. withholding tax by filing IRS Form W-8ECI with the Agents sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations owing to such Lender, such Lender agrees to undertake sole responsibility for complying with the withholding tax requirements imposed by Sections 1441 and 1442 of the Code. (d) If any Lender is entitled to a reduction in the applicable withholding tax, the Administrative Agent, the Collateral Agent or any Borrower, as appropriate, may withhold from any interest payment to such Lender an amount equivalent to the applicable withholding tax after taking into account such reduction. If the forms or other documentation required by clause (a) preceding are not delivered to the Agents and Xxxxx, then the applicable Agent or any Borrower, as appropriate, may withhold from any interest payment to such Lender not providing such forms or other documentation an amount equivalent to the applicable withholding tax. (e) If the IRS or any other Governmental Authority of the U.S. or other jurisdiction asserts a claim that an Agent or any Borrower did not properly withhold tax from amounts paid to or for the account of any Lender (because the appropriate form was not delivered, was not properly executed, or because such Lender failed to notify the Agents or any Borrower of a change in circumstances that rendered the exemption from, or reduction of, withholding tax ineffective, or for any other reason) such Lender shall indemnify each of the Agents and any Borrower fully for all amounts paid, directly or indirectly, by any of them as tax or otherwise, including penalties and interest, and including any taxes imposed by any jurisdiction on the amounts payable to either of the Agents or the Borrowers under this Section 14.10, together with all costs and expenses (including Attorney Costs). The obligation of the Lenders under this clause (e) shall survive the payment of all Obligations and the resignation or replacement of either Agent.to

Withholding Tax. (a) If any Lender is a “foreign corporation, partnership, partnership or trust” within the meaning of the Code and such Lender claims exemption from, or a reduction of, U.S. withholding tax under Sections 1441 or 1442 of the Code, such Lender agrees with and in favor of the AgentsAgent and the Company, to deliver to the Agents Agent and Xxxxxthe Company: (i) if such Lender claims an exemption from, or a reduction of, withholding tax under a U.S. United States tax treaty, two properly completed and executed copies of IRS Form W-8BEN 1001 (or its successor) before the payment of any interest in the first calendar year and before the payment of any interest in each third succeeding calendar year during which interest may be paid under this Agreement (and thereafter as reasonably requested by the Administrative Agent, the Collateral Agent or Xxxxx, but only if such Lender is then lawfully permitted to do so)Agreement; (ii) if such Lender claims that interest paid under this Agreement is exempt from U.S. United States withholding tax because it is effectively connected with a U.S. United States trade or business of such Lender, two properly completed and executed copies of IRS Form W-8ECI 4224 (or its successor) 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 (and thereafter as reasonably requested by the Administrative Agent, the Collateral Agent or Xxxxx, but only if such Lender is then lawfully permitted to do so), and IRS Form W-9Agreement; and (iii) such other form or forms as may be required under the Code or other laws of the U.S. United States as a condition to exemption from, or reduction of, U.S. United States withholding tax. Such Lender agrees to promptly notify the Agents Agent and Xxxxx the Company of any change in circumstances that which would modify or render invalid any claimed exemption or reduction. (b) If any Lender claims exemption from, or reduction of, withholding tax under a U.S. United States tax treaty by providing IRS Form W-8BEN 1001 (or its successor) and such Lender sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations owing of the Company to such Lender, such Lender agrees to notify the Agents and Xxxxx Agent of the percentage amount in which it is no longer the beneficial owner of Obligations owing of the Company to such Lender. To the extent of such percentage amount, the Agents and the Borrowers Agent will treat such Lender’s IRS Form W-8BEN 1001 (or its successor) as no longer valid. (c) If any Lender claiming exemption from U.S. United States withholding tax by filing IRS Form W-8ECI 4224 (or its successor) with the Agents Agent sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations owing of the Company to such Lender, such Lender agrees to undertake sole responsibility for complying with the withholding tax requirements imposed by Sections 1441 and 1442 of the Code. (d) If any Lender is entitled to a reduction in the applicable withholding tax, the Administrative Agent, the Collateral Agent or any Borrower, as appropriate, may withhold from any interest payment to such Lender an amount equivalent to the applicable withholding tax after taking into account such reduction. If However, if the forms or other documentation required by clause subsection (a) preceding of this Section are not delivered to the Agents and XxxxxAgent, then the applicable Agent or any Borrower, as appropriate, may withhold from any interest payment to such Lender not providing such forms or other documentation an amount equivalent to the applicable withholding taxtax imposed by Sections 1441 and 1442 of the Code, without reduction. (e) If the IRS or any other Governmental Authority of the U.S. United States or other jurisdiction asserts a claim that an the Agent or any Borrower did not properly withhold tax from amounts paid to or for the account of any Lender (because the appropriate form was not delivered, delivered or was not properly executed, or because such Lender failed to notify the Agents or any Borrower Agent of a change in circumstances that which rendered the exemption from, or reduction of, withholding tax ineffective, or for any other reason) such Lender shall indemnify each of the Agents and any Borrower Agent fully for all amounts paid, directly or indirectly, by any of them the Agent as tax or otherwise, including penalties and interest, and including any taxes imposed by any jurisdiction on the amounts payable to either of the Agents or the Borrowers Agent under this Section 14.10Section, together with all costs and expenses (including Attorney Costs). The obligation of the Lenders under this clause (e) subsection shall survive the payment of all Obligations and the resignation or replacement of either the Agent.

Withholding Tax. (a) If any Lender is a “foreign corporation, partnership, partnership or trust” within the meaning of the Code and such Lender claims exemption from, or a reduction of, U.S. withholding tax under Sections 1441 or 1442 of the Code, such Lender agrees with and in favor of the AgentsAgent and the Borrowers, to deliver to the Agents Agent and Xxxxxthe Borrowers: (i) if such Lender claims an exemption from, or a reduction of, withholding tax under a U.S. United States tax treaty, two properly completed and executed copies of IRS Form W-8BEN 1001 before the payment of any interest in the first calendar year and before the payment of any interest in each third succeeding calendar year during which interest may be paid under this Agreement (and thereafter as reasonably requested by the Administrative Agent, the Collateral Agent or Xxxxx, but only if such Lender is then lawfully permitted to do so)Agreement; (ii) if such Lender claims that interest paid under this Agreement is exempt from U.S. United States withholding tax because it is effectively connected with a U.S. United States trade or business of such Lender, two properly completed and executed copies of IRS Form W-8ECI 4224 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 (and thereafter as reasonably requested by the Administrative Agent, the Collateral Agent or Xxxxx, but only if such Lender is then lawfully permitted to do so), and IRS Form W-9Agreement; and (iii) such other form or forms as may be required under the Code or other laws of the U.S. United States as a condition to exemption from, or reduction of, U.S. United States withholding tax. Such Lender agrees to promptly notify the Agents Agent and Xxxxx the Borrowers of any change in circumstances that which would modify or render invalid any claimed exemption or reduction. (b) If any foreign Lender claims exemption from U.S. federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, such Lender agrees with and in favor of the Agent and the Borrowers to deliver to the Agent and the Borrowers a Form W-8, or any subsequent versions thereof or successors thereto (and, if such Lender delivers a Form W-8, a certificate representing that such Lender is not a “bank” for purposes of Section 881(c) of the Code, is not a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Borrowers and is not a controlled foreign corporation related to the Borrowers (within the meaning of Section 864(d)(4) of the Code)). (c) If any Lender claims exemption from, or reduction of, withholding tax under a U.S. United States tax treaty by providing IRS Form W-8BEN 1001 and such Lender sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations owing of the Borrowers to such Lender, such Lender agrees to notify the Agents and Xxxxx Agent of the percentage amount in which it is no longer the beneficial owner of Obligations owing of the Borrowers to such Lender. To the extent of such percentage amount, the Agents and the Borrowers Agent will treat such Lender’s IRS Form W-8BEN 1001 as no longer valid. (cd) If any Lender claiming exemption from U.S. United States withholding tax by filing IRS Form W-8ECI 4224 with the Agents Agent sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations owing of the Borrowers to such Lender, such Lender agrees to undertake sole responsibility for complying with the withholding tax requirements imposed by Sections 1441 and 1442 of the Code. (de) If any Lender is entitled to a reduction in the applicable withholding tax, the Administrative Agent, the Collateral Agent or any Borrower, as appropriate, may withhold from any interest payment to such Lender an amount equivalent to the applicable withholding tax after taking into account such reduction. If However, if the forms or other documentation required by clause Subsection (a) preceding of this Section are not delivered to the Agents and XxxxxAgent, then the applicable Agent or any Borrower, as appropriate, may withhold from any interest payment to such Lender not providing such forms or other documentation an amount equivalent to the applicable withholding taxtax imposed by Sections 1441 and 1442 of the Code, without reduction. (ef) If the IRS or any other Governmental Authority of the U.S. United States or other jurisdiction asserts a claim that an the Agent or any Borrower did not properly withhold tax from amounts paid to or for the account of any Lender (because the appropriate form was not delivered, delivered or was not properly executed, or because such Lender failed to notify the Agents or any Borrower Agent of a change in circumstances that which rendered the exemption from, or reduction of, withholding tax ineffective, or for any other reason) such Lender shall indemnify each of the Agents and any Borrower Agent fully for all amounts paid, directly or indirectly, by any of them the Agent as tax or otherwise, including penalties and interest, and including any taxes imposed by any jurisdiction on the amounts payable to either of the Agents or the Borrowers Agent under this Section 14.10Section, together with all costs and expenses (including Attorney Costs). The obligation of the Lenders under this clause (e) Subsection shall survive the payment of all Obligations and the resignation or replacement of either the Agent.

Withholding Tax. (a) If any Lender Bank is a “"foreign corporation, partnership, partnership or trust” " within the meaning of the Code and such Lender Bank claims exemption from, or a reduction of, U.S. withholding tax under Sections 1441 or 1442 of the Code, such Lender Bank agrees with and in favor of the AgentsAdministrative Agent, to deliver to the Agents and XxxxxAdministrative Agent: (i) if such Lender Bank claims an exemption from, or a reduction of, withholding tax under a U.S. United States tax treaty, two properly completed IRS Forms 1001 and executed IRS Form W-8BEN W-8 (or any successor forms) before the payment of any interest in the first calendar year and before the payment of any interest in each third succeeding calendar year during which interest may be paid under this Agreement (and thereafter as reasonably requested by the Administrative Agent, the Collateral Agent or Xxxxx, but only if such Lender is then lawfully permitted to do so)Agreement; (ii) if such Lender Bank claims that interest paid under this Agreement is exempt from U.S. United States withholding tax because it is effectively connected with a U.S. United States trade or business of such LenderBank, two properly completed and executed copies of IRS Form W-8ECI 4224 (or any successor form) before the payment of any interest is due in the first taxable year of such Lender Bank and in each succeeding taxable year of such Bank during which interest may be paid under this Agreement (and thereafter as reasonably requested by the Administrative Agent, the Collateral Agent or Xxxxx, but only if such Lender is then lawfully permitted to do so)Agreement, and IRS Form W-9W-9 (or any successor form); and (iii) such other form or forms as may be required under the Code or other laws of the U.S. United States as a condition to exemption from, or reduction of, U.S. United States withholding tax. Such Lender Bank agrees to promptly notify the Agents and Xxxxx Administrative Agent of any change in circumstances that which would modify or render invalid any claimed exemption or reduction. (b) If any Lender Bank claims exemption from, or reduction of, withholding tax under a U.S. United States tax treaty by providing IRS Form W-8BEN 1001 and such Lender Bank sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations owing of the Borrower to such LenderBank, such Lender Bank agrees to notify the Agents and Xxxxx Administrative Agent of the percentage amount in which it is no longer the beneficial owner of Obligations owing of the Borrower to such LenderBank. To the extent of such percentage amount, the Agents and the Borrowers Administrative Agent will treat such Lender’s Bank's IRS Form W-8BEN 1001 as no longer valid. (c) If any Lender Bank claiming exemption from U.S. United States withholding tax by filing IRS Form W-8ECI 4224 with the Agents Administrative Agent sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations owing of the Borrower to such LenderBank, such Lender Bank agrees to undertake sole responsibility for complying with the withholding tax requirements imposed by Sections 1441 and 1442 of the Code. (d) If any Lender Bank is entitled to a reduction in the applicable withholding tax, the Administrative Agent, the Collateral Agent or any Borrower, as appropriate, may withhold from any interest payment to such Lender Bank an amount equivalent to the applicable withholding tax after taking into account such reduction. If the forms or other documentation required by clause subsection (a) preceding of this Section are not delivered to the Agents and XxxxxAdministrative Agent, then the applicable Administrative Agent or any Borrower, as appropriate, may withhold from any interest payment to such Lender Bank not providing such forms or other documentation an amount equivalent to the applicable withholding tax. (e) If the IRS or any other Governmental Authority of the U.S. United States or other jurisdiction asserts a claim that an the Administrative Agent or any Borrower did not properly withhold tax from amounts paid to or for the account of any Lender Bank (because the appropriate form was not delivered, was not properly executed, or because such Lender Bank failed to notify the Agents or any Borrower Administrative Agent of a change in circumstances that which rendered the exemption from, or reduction of, withholding tax ineffective, or for any other reason) such Lender Bank shall indemnify each of the Agents and any Borrower Administrative Agent fully for all amounts paid, directly or indirectly, by any of them the Administrative Agent as tax or otherwise, including penalties and interest, and including any taxes imposed by any jurisdiction on the amounts payable to either of the Agents or the Borrowers Administrative Agent under this Section 14.10Section, together with all costs and expenses (including Attorney Costs). The obligation of the Lenders Banks under this clause (e) subsection shall survive the payment of all Obligations and the resignation or replacement of either the Administrative Agent.

Withholding Tax. (a) If any Lender Bank is a “foreign corporation, partnership, foreign partnership or trust” foreign trust within the meaning of the Code and such Lender Bank claims exemption from, or a reduction of, U.S. United States withholding tax under Sections 1441 or 1442 of the Code, such Lender Bank agrees with and in favor of the AgentsAgent, to deliver to the Agents and XxxxxAgent: (i) if such Lender Bank claims an exemption from, or a reduction of, withholding tax under a U.S. United States tax treaty, two properly completed and executed IRS Form W-8BEN Forms 1001 and W-8 at least 30 days before the payment of any interest is due in the first calendar year and at least 30 days before the payment of any interest in the first each third succeeding calendar year during which interest may be paid under this Agreement (and thereafter as reasonably requested by the Administrative Agent, the Collateral Agent or Xxxxx, but only if such Lender is then lawfully permitted to do so)Agreement; (ii) if such Lender Bank claims that interest paid under this Agreement is exempt from U.S. United States withholding tax because it is effectively connected with a U.S. United States trade or business of such LenderBank, two properly completed and executed copies of IRS Form W-8ECI 4224 at least 30 days before the payment of any interest is due in the first taxable year of such Lender Bank and in each succeeding taxable year of such Bank during which interest may be paid under this Agreement (and thereafter as reasonably requested by the Administrative Agent, the Collateral Agent or Xxxxx, but only if such Lender is then lawfully permitted to do so), and IRS Form W-9Agreement; and (iii) such other form or forms as may be required under the Code or other laws of the U.S. United States as a condition to exemption from, or reduction of, U.S. United States withholding tax. The Agent shall deliver one copy of each such form to the Company. Such Lender Bank agrees to promptly notify the Agents and Xxxxx Agent of any change in circumstances that which would modify or render invalid any claimed exemption or reduction. (b) If any Lender Bank claims exemption from, or reduction of, withholding tax under a U.S. United States tax treaty by providing IRS Form W-8BEN 1001 and such Lender Bank sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations owing of the Company to such LenderBank, such Lender Bank agrees to notify the Agents and Xxxxx Agent (which in turn shall notify the Company) of the percentage amount in which it is no longer the beneficial owner of Obligations owing of the Company to such LenderBank. To the extent of such percentage amount, the Agents Agent (and the Borrowers Company) will treat such Lender’s Bank's IRS Form W-8BEN 1001 as no longer valid. (c) If any Lender Bank claiming exemption from U.S. United States withholding tax by filing IRS Form W-8ECI 4224 with the Agents Agent sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations owing of the Company to such LenderBank, such Lender Bank agrees to undertake sole responsibility for complying with notify the withholding tax requirements imposed by Sections 1441 and 1442 Agent (which in turn shall notify the Company) of the Codepercentage amount in which it is no longer the beneficial owner of Obligations of the Company to such Bank. To the extent of such percentage amount, the Agent (and the Company) will treat such Bank's Form 4224 as no longer valid. (d) If any Lender Bank is entitled to a reduction in the applicable withholding tax, the Administrative Agent, the Collateral Agent or any Borrower, as appropriate, may withhold from any interest payment to such Lender Bank an amount equivalent to the applicable withholding tax after taking into account such reduction. If the forms or other documentation required by clause subsection (a) preceding of this Section are not delivered to the Agents and XxxxxAgent, then the applicable Agent or any Borrower, as appropriate, may withhold from any interest payment to such Lender Bank not providing such forms or other documentation an amount equivalent to the applicable withholding taxtax (without taking into account such reduction). (e) If the IRS or any other Governmental Authority of the U.S. United States or other jurisdiction asserts a claim that an the Agent or any Borrower did not properly withhold tax from amounts paid to or for the account of any Lender Bank (because the appropriate form was not delivered, was not properly executed, or because such Lender Bank failed to notify the Agents or any Borrower Agent of a change in circumstances that which rendered the exemption from, or reduction of, withholding tax ineffective, or for any other reason) such Lender Bank shall indemnify each of the Agents and any Borrower Agent fully for all amounts paid, directly or indirectly, by any of them the Agent as tax or otherwise, including penalties and interest, and including any taxes imposed by any jurisdiction on the amounts payable to either of the Agents or the Borrowers Agent under this Section 14.10Section, together with all costs and expenses (including Attorney Costs). The obligation of the Lenders Banks under this clause (e) subsection shall survive the payment of all Obligations and the resignation or replacement of either the Agent.

Withholding Tax. (a) If any Lender Bank is a “"foreign corporation, partnership, partnership or trust” " within the meaning of the Code and such Lender Bank claims exemption from, or a reduction of, U.S. withholding tax under Sections 1441 or 1442 of the Code, such Lender Bank agrees with and in favor of the AgentsAgent, to deliver to the Agents Agent and XxxxxCompany: (i) if such Lender Bank claims an exemption from, or a reduction of, withholding tax under a U.S. United States tax treaty, two properly completed and executed copies of IRS Form W-8BEN 1001 (or any successor form) before the payment of any interest in the first calendar year and before the payment of any interest in each third succeeding calendar year during which interest may be paid under this Agreement (and thereafter as reasonably requested by the Administrative Agent, the Collateral Agent or Xxxxx, but only if such Lender is then lawfully permitted to do so)Agreement; (ii) if such Lender Bank claims that interest paid under this Agreement is exempt from U.S. United States withholding tax because it is effectively connected with a U.S. United States trade or business of such LenderBank, two properly completed and executed copies of IRS Form W-8ECI 4224 (or any successor form) before the payment of any interest is due in the first taxable year of such Lender Bank and in each succeeding taxable year of such Bank during which interest may be paid under this Agreement (and thereafter as reasonably requested by the Administrative Agent, the Collateral Agent or Xxxxx, but only if such Lender is then lawfully permitted to do so), and IRS Form W-9Agreement; and (iii) such other form or forms as may be required under the Code or other laws of the U.S. United States as a condition to exemption from, or reduction of, U.S. United States withholding tax. Such Lender Bank agrees to promptly notify the Agents and Xxxxx Agent of any change in circumstances that which would modify or render invalid any claimed exemption or reduction. (b) If any Lender Bank claims exemption from, or reduction of, withholding tax under a U.S. United States tax treaty by providing IRS Form W-8BEN 1001 (or any successor form) and such Lender Bank sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations owing of Company to such LenderBank, such Lender Bank agrees to notify the Agents and Xxxxx Agent of the percentage amount in which it is no longer the beneficial owner of Obligations owing of Company to such LenderBank. To the extent of such percentage amount, the Agents and the Borrowers Agent will treat such Lender’s Bank's IRS Form W-8BEN 1001 (or any successor form) as no longer valid. (c) If any Lender Bank claiming exemption from U.S. United States withholding tax by filing IRS Form W-8ECI 4224 (or any successor form) with the Agents Agent sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations owing of Company to such LenderBank, such Lender Bank agrees to undertake sole responsibility for complying with the withholding tax requirements imposed by Sections 1441 and 1442 of the Code. (d) If any Lender Bank is entitled to a reduction in the applicable withholding tax, the Administrative Agent, the Collateral Agent or any Borrower, as appropriate, may withhold from any interest payment to such Lender Bank an amount equivalent to the applicable withholding tax after taking into account such reduction. If However, if the forms or other documentation required by clause subsection (a) preceding of this Section are not delivered to the Agents and XxxxxAgent, then the applicable Agent or any Borrower, as appropriate, may withhold from any interest payment to such Lender Bank not providing such forms or other documentation an amount equivalent to the applicable withholding taxtax imposed by Sections 1441 and 1442 of the Code, without reduction. (e) If the IRS or any other Governmental Authority of the U.S. United States or other jurisdiction asserts a claim that an Agent or any Borrower did not properly withhold tax from amounts paid to or for the account of any Lender Bank (because the appropriate form was not delivered, delivered or was not properly executed, or because such Lender Bank failed to notify the Agents or any Borrower Agent of a change in circumstances that which rendered the exemption from, or reduction of, withholding tax ineffective, or for any other reason) such Lender Bank shall indemnify each of the Agents and any Borrower Agent fully for all amounts paid, directly or indirectly, by any of them Agent as tax or otherwise, including penalties and interest, and including any taxes imposed by any jurisdiction on the amounts payable to either of the Agents or the Borrowers Agent under this Section 14.10Section, together with all costs and expenses (including Attorney Professional Costs). The obligation of the Lenders Banks under this clause (e) subsection shall survive the payment of all Obligations and the resignation or replacement of either Agent.

Withholding Tax. (ai) If any Lender is a “"foreign corporation, partnership, partnership or trust” " within the meaning of the Code and such Lender claims exemption from, or a reduction of, U.S. withholding tax under Sections 1441 or 1442 of the Code, such Lender agrees with and in favor of the AgentsAgent, to deliver to the Agents and XxxxxAgent: (i1) if such Lender claims an exemption from, or a reduction of, withholding tax under a U.S. United States tax treaty, two properly completed IRS Forms 1001 and executed IRS Form W-8BEN W-8 before the payment of any interest in the first calendar year and before the payment of any interest in each third succeeding calendar year during which interest may be paid under this Agreement (and thereafter as reasonably requested by the Administrative Agent, the Collateral Agent or Xxxxx, but only if such Lender is then lawfully permitted to do so)Agreement; (ii2) if such Lender claims that interest paid under this Agreement is exempt from U.S. United States withholding tax because it is effectively connected with a U.S. United States trade or business of such Lender, two properly completed and executed copies of IRS Form W-8ECI 4224 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 (and thereafter as reasonably requested by the Administrative Agent, the Collateral Agent or Xxxxx, but only if such Lender is then lawfully permitted to do so)Agreement, and IRS Form W-9; and; (iii3) such other form or forms as may be required under the Code or other laws of the U.S. United States as a condition to exemption from, or reduction of, U.S. United States withholding tax; and (4) in the case of any Lender claiming exemption from U.S. Withholding Tax under Section 871(b) or 881(c) of the Code, with respect to payments of "Portfolio Interest" a Form W-8, or any subsequent versions thereof or successors thereto and if the Lender delivers a Form W-8, a certificate representing that such Lender is not a bank for purposes of Section 881(c) of the Code, is not a ten percent (10%) shareholder (within the meaning of Section 871(h)(3)(b) of the Code) of the Borrower thereof, and is not a controlled foreign corporation related to the Borrower (within the meaning of Section 864(d)(4) of the Code). Each such certificate and form shall be properly completed and duly executed by such Lender claiming complete exemption from a reduced rate of U.S. Withholding Tax on payments by the Borrower under this Agreement and other Lender Agreements. Such Lender agrees to promptly notify the Agents and Xxxxx Agent of any change in circumstances that which would modify or render invalid any claimed exemption or reduction. (b) If any Lender claims exemption from, or reduction of, withholding tax under a U.S. tax treaty by providing IRS Form W-8BEN and such Lender sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations owing to such Lender, such Lender agrees to notify the Agents and Xxxxx of the percentage amount in which it is no longer the beneficial owner of Obligations owing to such Lender. To the extent of such percentage amount, the Agents and the Borrowers will treat such Lender’s IRS Form W-8BEN as no longer valid. (c) If any Lender claiming exemption from U.S. withholding tax by filing IRS Form W-8ECI with the Agents sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations owing to such Lender, such Lender agrees to undertake sole responsibility for complying with the withholding tax requirements imposed by Sections 1441 and 1442 of the Code. (d) If any Lender is entitled to a reduction in the applicable withholding tax, the Administrative Agent, the Collateral Agent or any Borrower, as appropriate, may withhold from any interest payment to such Lender an amount equivalent to the applicable withholding tax after taking into account such reduction. If the forms or other documentation required by clause (a) preceding are not delivered to the Agents and Xxxxx, then the applicable Agent or any Borrower, as appropriate, may withhold from any interest payment to such Lender not providing such forms or other documentation an amount equivalent to the applicable withholding tax. (e) If the IRS or any other Governmental Authority of the U.S. or other jurisdiction asserts a claim that an Agent or any Borrower did not properly withhold tax from amounts paid to or for the account of any Lender (because the appropriate form was not delivered, was not properly executed, or because such Lender failed to notify the Agents or any Borrower of a change in circumstances that rendered the exemption from, or reduction of, withholding tax ineffective, or for any other reason) such Lender shall indemnify each of the Agents and any Borrower fully for all amounts paid, directly or indirectly, by any of them as tax or otherwise, including penalties and interest, and including any taxes imposed by any jurisdiction on the amounts payable to either of the Agents or the Borrowers under this Section 14.10, together with all costs and expenses (including Attorney Costs). The obligation of the Lenders under this clause (e) shall survive the payment of all Obligations and the resignation or replacement of either Agent.

Withholding Tax. (a) If With respect to any Lender Loan to the Company, --------------- JMII or any Additional Borrower that is organized in the United States, any Bank that is a “"foreign corporation, partnership, or trust” " within the meaning of the Code and such Lender claims exemption from, or a reduction of, U.S. withholding tax under Sections 1441 or 1442 of the Code, such Lender agrees with and in favor of the Agents, to shall deliver to the Agents Agent and Xxxxx: (i) if such Lender claims an exemption fromthe Borrowers' Designee on or prior to the date of its execution and delivery of this Agreement in the case of each Bank listed on the signature pages hereof and on or prior to the date on which it becomes a Bank in the case of each other Bank, or a reduction of, withholding tax under a U.S. tax treaty, two properly completed and executed IRS Form W-8BEN before the payment of any interest or fees in the first each third succeeding calendar year during which interest or fees may be paid under this Agreement (and thereafter as reasonably requested by the Administrative Agent, the Collateral Agent or Xxxxx, but only if before such Lender is then lawfully permitted to do so);form expires or becomes obsolete: (iii) if such Lender claims that interest paid under this Agreement is exempt from U.S. withholding tax because it is effectively connected with a U.S. trade or business of such Lender, two properly completed and executed copies of IRS Form W-8ECI before 1001 (or successor form), certifying that such Bank is entitled to benefits under an income tax treaty to which the payment United States is a party which completely exempts the Bank from United States withholding tax on payments of any interest is due in for the first taxable year account of such Lender during which interest may be paid Bank under this Agreement or the Notes; (ii) two properly completed and thereafter as reasonably requested by the Administrative Agent, the Collateral Agent executed copies of IRS Form 4224 (or Xxxxx, but only if such Lender is then lawfully permitted to do sosuccessor form), certifying that income receivable by such Bank pursuant to this Agreement or the Notes is effectively connected with the conduct of such Bank's trade or business in the United States and IRS Form W-9such income is completely exempt from United States withholding tax; andor (iii) such other form or forms as may be required under the Code or other laws of the U.S. United States as a condition to complete exemption from, from United States withholding tax with respect to any interest payment hereunder or reduction of, U.S. withholding tax. under the Notes; Such Lender Bank agrees to promptly notify the Agents and Xxxxx Agent of any change in circumstances that which would modify or render invalid any claimed exemption or reductionexemption. (b) If any Lender Bank claims exemption from, or reduction of, from withholding tax under a U.S. United States tax treaty by providing IRS Form W-8BEN 1001 (or successor form) and such Lender Bank sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations of any Borrower owing to such LenderBank, such Lender Bank agrees to notify the Agents and Xxxxx Agent of the percentage amount in which it is no longer the beneficial owner of Obligations of such Borrower owing to such LenderBank. To the extent of such percentage amount, the Agents and the Borrowers Agent will treat such Lender’s Bank's IRS Form W-8BEN 1001 (or successor form) as no longer valid. (c) If any Lender Bank claiming exemption from U.S. United States withholding tax by filing IRS Form W-8ECI 4224 (or successor form) with the Agents Agent sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations of any Borrower owing to such LenderBank, such Lender Bank agrees to undertake sole responsibility for complying with the withholding tax requirements imposed by Sections 1441 and 1442 of the Code. (d) If any Lender is entitled the forms or other documentation required by subsection (a) of this Section are not timely delivered to a reduction in the applicable withholding tax, the Administrative Agent, then the Collateral Agent or any Borrower, as appropriate, may withhold from any interest payment to such Lender an amount equivalent to the applicable withholding tax after taking into account such reduction. If the forms or other documentation required by clause (a) preceding are not delivered to the Agents and Xxxxx, then the applicable Agent or any Borrower, as appropriate, may withhold from any interest payment to such Lender Bank not providing such forms or other documentation an amount equivalent to the applicable withholding taxtax imposed by Sections 1441 and 1442 of the Code, without reduction. (e) If the IRS or any other Governmental Authority of the U.S. United States or other jurisdiction asserts a claim that an the Agent or any Borrower did not properly withhold tax from amounts paid to or for the account of any Lender Bank (because the appropriate form was not delivered, delivered or was not properly executed, or because such Lender Bank failed to notify the Agents or any Borrower Agent of a change in circumstances that which rendered the exemption from, or reduction of, from withholding tax ineffective, or for any other reason) such Lender Bank shall indemnify each of the Agents and any Borrower Agent fully for all amounts paid, directly or indirectly, by any of them the Agent as tax or otherwise, including penalties and interest, and including any taxes imposed by any jurisdiction on the amounts payable to either of the Agents or the Borrowers Agent under this Section 14.10Section, together with all costs and expenses (including Attorney Costs). The obligation of the Lenders Banks under this clause (e) subsection shall survive the termination of the Commitments, the termination or expiration of all Letters of Credit, the payment of all other Obligations hereunder and the resignation or replacement of either the Agent.

Withholding Tax. (a) If On or prior to the date of execution and delivery of this Agreement in the case of each initial Bank, and on or prior to the date of the assignment pursuant to which it becomes a party to this Agreement in the case of an assignee Bank, and from time to time thereafter if requested by the Agent or either Borrower, any Lender Bank that is a “"foreign corporation, partnership, partnership or trust” " within the meaning of the Code and such Lender claims exemption from, or a reduction of, U.S. withholding tax under Sections 1441 or 1442 of the Code, such Lender agrees with and in favor of the Agents, Agent and the Borrowers to deliver to the Agents Agent and Xxxxx: (i) if such Lender claims an exemption from, or a reduction of, withholding tax under a U.S. tax treatythe Borrowers IRS Form 1001 and IRS Form W-8, two properly completed and executed IRS Form W-8BEN before the payment of any interest in the first calendar year during which interest may be paid under this Agreement (and thereafter as reasonably requested by the Administrative Agent, the Collateral Agent or Xxxxx, but only if such Lender is then lawfully permitted to do so); (ii) if such Lender claims that interest paid under this Agreement is exempt from U.S. withholding tax because it is effectively connected with a U.S. trade or business of such Lender, two properly completed and executed copies of IRS Form W-8ECI before the payment of 4224, as appropriate, or any interest is due in the first taxable year of such Lender during which interest may be paid under this Agreement (and thereafter as reasonably requested by the Administrative Agent, the Collateral Agent or Xxxxx, but only if such Lender is then lawfully permitted to do so), and IRS Form W-9; and (iii) such other successor form or forms as may be required under the Code or other laws of the U.S. United States as a condition to exemption from, or reduction of, U.S. United States withholding tax. A Bank providing IRS Forms 1001 and W-8 shall also provide to the Agent and Borrowers properly completed IRS Forms 1001 and W-8 in each third succeeding calendar year during which interest may be paid under this Agreement. A Bank providing IRS Form 4224 shall also provide to the Agent and Borrowers two properly completed IRS Forms 4224 before the payment of interest is due in each succeeding taxable year of such Bank during which interest may be paid under this Agreement. Such Lender Bank agrees to promptly notify the Agents Agent and Xxxxx the Borrowers of any change in circumstances that would modify or render invalid any claimed exemption or reduction. If the IRS form provided by a Bank at the time such Bank first becomes a party to this Agreement indicates a United States withholding tax in excess of zero, withholding tax at such rate shall be considered excluded from Taxes and Other Taxes unless and until such Bank provides the appropriate form certifying that a lesser rate applies, whereupon withholding tax at such lesser rate only shall be considered excluded from Taxes and Other Taxes for the period governed by such form; provided, however, that, if at the date of an assignment pursuant to which an assignee becomes a party to this Agreement, the Bank assignor was entitled to payments under Section 3.1 in respect of United States withholding tax with respect to interest paid at such date, then, to such extent, the term Taxes shall include United States withholding tax, if any, applicable with respect to the Bank assignee on such date. For any period with respect to which a Bank that is a "foreign corporation, partnership or trust" within the meaning of the Code has failed to provide the Agent and Borrowers with the appropriate IRS forms described above (other than if such failure is due to a change in law occurring subsequent to the date on which a Bank, or an assignee thereof, becomes a party to this Agreement), such Bank shall not be entitled to indemnification under Section 3.1 with respect to withholding taxes imposed by the United States; provided, however, that should a Bank become subject to withholding taxes because of its failure to deliver a form required hereunder, the Borrowers shall take such steps as the Bank shall reasonably request to assist the Bank to recover such Taxes. (b) If any Lender Bank claims exemption from, from or reduction of, of withholding tax under a U.S. United States tax treaty by providing IRS Form W-8BEN 1001 and such Lender Bank sells, assigns, grants a participation in, in or otherwise transfers all or part of the Obligations owing of a Borrower to such LenderBank, such Lender Bank agrees to notify the Agents Agent and Xxxxx such Borrower of the percentage amount in which it is no longer the beneficial owner of Obligations owing of such Borrower to such LenderBank. To the extent of such percentage amount, the Agents Agent and the Borrowers relevant Borrower will treat such Lender’s Bank's IRS Form W-8BEN 1001 as no longer valid. (c) If any Lender Bank claiming exemption from U.S. United States withholding tax by filing IRS Form W-8ECI 4224 with the Agents Agent sells, assigns, grants a participation in, in or otherwise transfers all or part of the Obligations owing of a Borrower to such LenderBank, such Lender Bank agrees to undertake sole responsibility for complying with the withholding tax requirements imposed by Sections 1441 and 1442 of the Code. (d) If any Lender is entitled to a reduction in the applicable withholding tax, the Administrative Agent, the Collateral Agent or any Borrower, as appropriate, may withhold from any interest payment to such Lender an amount equivalent to the applicable withholding tax after taking into account such reduction. If the forms or other documentation required by clause (a) preceding are not delivered to the Agents and Xxxxx, then the applicable Agent or any Borrower, as appropriate, may withhold from any interest payment to such Lender not providing such forms or other documentation an amount equivalent to the applicable withholding tax. (e) If the IRS or any other Governmental Authority of the U.S. United States or other jurisdiction asserts a claim that an the Agent or any a Borrower did not properly withhold tax from amounts paid to or for the account of any Lender Bank (because the appropriate form was not delivered, was not properly executed, or because such Lender Bank failed to notify the Agents Agent or any the relevant Borrower of a change in circumstances that which rendered the exemption from, or reduction of, withholding tax ineffective, or for any other reason) ), such Lender Bank shall indemnify each of the Agents Agent and any the relevant Borrower fully for all amounts paid, directly or indirectly, by any of them the Agent or the Borrower as tax or otherwise, including penalties and interest, and including any taxes imposed by any jurisdiction on the amounts payable to either of the Agents Agent or the Borrowers Borrower under this Section 14.10Section, together with all costs and expenses (including Attorney Costs). The obligation of the Lenders Banks under this clause (e) subsection shall survive the payment of all Obligations and the resignation or replacement of either the Agent.

Withholding Tax. (a) If any Lender Bank is a “"foreign corporation, partnership, partnership or trust” " within the meaning of the Code and such Lender Bank claims exemption from, or a reduction of, U.S. withholding tax under Sections 1441 or 1442 of the Code, such Lender Bank agrees with and in favor of the AgentsAgent and the Company, to deliver to the Agents and XxxxxAgent: (i) if such Lender Bank claims an exemption from, or a reduction of, withholding tax under a U.S. United States tax treaty, two properly completed and executed copies of IRS Form W-8BEN 1001 before the payment of any interest in the first calendar year and before the payment of any interest in each third succeeding calendar year during which interest may be paid under this Agreement (and thereafter as reasonably requested by the Administrative Agent, the Collateral Agent or Xxxxx, but only if such Lender is then lawfully permitted to do so)Agreement; (ii) if such Lender Bank claims that interest paid under this Agreement is exempt from U.S. United States withholding tax because it is effectively connected with a U.S. United States trade or business of such LenderBank, two properly completed and executed copies of IRS Form W-8ECI 4224 before the payment of any interest is due in the first taxable year of such Lender Bank and in each succeeding taxable year of such Bank during which interest may be paid under this Agreement (and thereafter as reasonably requested by the Administrative Agent, the Collateral Agent or Xxxxx, but only if such Lender is then lawfully permitted to do so), and IRS Form W-9Agreement; and (iii) to the extent it is legally able to do so, such other form or forms as may be required under the Code or other laws of the U.S. United States as a condition to exemption from, or reduction of, U.S. United States withholding tax. Such Lender Bank agrees to promptly notify the Agents Agent and Xxxxx the Company of any change in circumstances that which would modify or render invalid any claimed exemption or reduction. (b) If any Lender Bank claims exemption from, or reduction of, withholding tax under a U.S. United States tax treaty by providing IRS Form W-8BEN 1001 and such Lender Bank sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations owing of the Company to such LenderBank, such Lender Bank agrees to notify the Agents and Xxxxx Agent of the percentage amount in which it is no longer the beneficial owner of Obligations owing of the Company to such LenderBank. To the extent of such percentage amount, the Agents and the Borrowers Agent will treat such Lender’s Bank's IRS Form W-8BEN 1001 as no longer valid. (c) If any Lender Bank claiming exemption from U.S. United States withholding tax by filing IRS Form W-8ECI 4224 with the Agents sells, assigns, Agent grants a participation in, or otherwise transfers in all or part of the Obligations owing of the Company to such Lenderoriginating Bank, such Lender originating Bank agrees to undertake sole responsibility for complying with the withholding tax requirements imposed by Sections 1441 and 1442 of the CodeCode with respect to its participant. (d) If any Lender Bank is entitled to a reduction in the applicable withholding tax, the Administrative Agent, the Collateral Agent or any Borrower, as appropriate, may withhold from any interest payment to such Lender Bank an amount equivalent to the applicable withholding tax after taking into account such reduction. If However, if the forms or other documentation required by clause subsection (a) preceding of this Section are not delivered to the Agents and XxxxxAgent, then the applicable Agent or any Borrower, as appropriate, may withhold from any interest payment to such Lender Bank not providing such forms or other documentation an amount equivalent to the applicable withholding taxtax imposed by Sections 1441 and 1442 of the Code, without reduction. (e) If the IRS or any other Governmental Authority of the U.S. United States or other jurisdiction asserts a claim that an the Agent or any Borrower the Company did not properly withhold tax from amounts paid to or for the account of any Lender Bank (because the appropriate form was not delivered, was not properly executed, or because such Lender Bank failed to notify the Agents or any Borrower Agent of a change in circumstances that which rendered the exemption from, or reduction of, withholding tax ineffective, or for any other reason) such Lender Bank shall indemnify each of the Agents Agent and any Borrower the Company fully for all amounts paid, directly or indirectly, by any of them the Agent or the Company as tax or otherwise, including penalties and interest, and including any taxes imposed by any jurisdiction on the amounts payable to either of the Agents or the Borrowers Agent under this Section 14.10Section, together with all costs and expenses (including Attorney Costs). The obligation of the Lenders Banks under this clause (e) subsection shall survive the payment of all Obligations and the resignation or replacement of either the Agent.

Withholding Tax. (a) If any Lender Bank is a “"foreign corporation, partnership, partnership or trust” " within the meaning of the Code and such Lender Bank claims exemption from, or a reduction of, U.S. withholding tax under Sections 1441 or 1442 of the Code, such Lender Bank agrees with and in favor of the AgentsAgent and the Company, to deliver to the Agents Agent and Xxxxxthe Company: (i) if such Lender Bank claims an exemption from, or a reduction of, withholding tax under a U.S. United States tax treaty, two properly completed and executed copies of IRS Form W-8BEN 1001 before the payment of any interest in the first calendar year and before the payment of any interest in each third succeeding calendar year during which interest may be paid under this Agreement (and thereafter as reasonably requested by the Administrative Agent, the Collateral Agent or Xxxxx, but only if such Lender is then lawfully permitted to do so)Agreement; (ii) if such Lender Bank claims that interest paid under this Agreement is exempt from U.S. United States withholding tax because it is effectively connected with the conduct of a U.S. United States trade or business of by such LenderBank, two properly completed and executed copies of IRS Form W-8ECI 4224 before the payment of any interest is due in the first taxable year of such Lender Bank and in each succeeding taxable year of such Bank during which interest may be paid under this Agreement (and thereafter as reasonably requested by the Administrative Agent, the Collateral Agent or Xxxxx, but only if such Lender is then lawfully permitted to do so), and IRS Form W-9Agreement; and (iii) such other form or forms as may be required under the Code or other laws of the U.S. United States as a condition to exemption from, or reduction of, U.S. United States withholding tax. Such Lender Bank agrees to promptly notify the Agents Agent and Xxxxx the Company of any change in circumstances that which would modify or render invalid any claimed exemption or reduction. (b) If any Lender Bank claims exemption from, or reduction of, withholding tax under a U.S. United States tax treaty by providing IRS Form W-8BEN 1001 and such Lender Bank sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations owing of the Company to such LenderBank, such Lender Bank agrees to notify the Agents Agent and Xxxxx the Company of the percentage amount in which it is no longer the beneficial owner of Obligations owing of the Company to such LenderBank. To the extent of such percentage amount, the Agents Agent and the Borrowers Company will treat such Lender’s Bank's IRS Form W-8BEN 1001 as no longer valid. (c) If any Lender Bank claiming exemption from U.S. United States withholding tax by filing IRS Form W-8ECI 4224 with the Agents Agent sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations owing of the Company to such LenderBank, such Lender Bank agrees to undertake sole responsibility for complying with the withholding tax requirements imposed by Sections 1441 and 1442 of the Code. (d) If any Lender Bank is entitled to a reduction in the applicable withholding tax, the Administrative Agent, the Collateral Agent or any Borrower, as appropriate, the Company may withhold from any interest payment to such Lender Bank an amount equivalent to the applicable withholding tax after taking into account such reduction. If However, if the forms or other documentation required by clause subsection (a) preceding of this Section 10.10 are not delivered to the Agents and XxxxxAgent or the Company, then the applicable Agent or any Borrower, as appropriate, the Company may withhold from any interest payment to such Lender Bank not providing such forms or other documentation an amount equivalent to the applicable withholding taxtax imposed by Sections 1441 and 1442 of the Code, without reduction. (e) If the IRS or any other Governmental Authority of the U.S. United States or other jurisdiction asserts a claim that an the Agent or any Borrower the Company did not properly withhold tax from amounts paid to or for the account of any Lender Bank (because the appropriate form was not delivered, delivered or was not properly executed, or because such Lender Bank failed to notify the Agents Agent or any Borrower the Company of a change in circumstances that which rendered the exemption from, or reduction of, withholding tax ineffective, or for any other reason) such Lender Bank shall indemnify each of the Agents Agent and any Borrower the Company fully for all amounts paid, directly or indirectly, by any of them the Agent or the Company as tax or otherwise, including penalties and interest, and including any taxes imposed by any jurisdiction on the amounts payable to either of the Agents Agent or the Borrowers Company under this Section 14.1010.10, together with all costs and expenses (including Attorney Costs). The obligation of the Lenders Banks under this clause (e) subsection shall survive the payment of all Obligations and the resignation or replacement of either the Agent.

Withholding Tax. (a) If any U.S. Lender is a “"foreign corporation, partnership, partnership or trust” " within the meaning of the Code and such U.S. Lender claims exemption from, or a reduction of, U.S. withholding tax under Sections 1441 or 1442 of the Code, such U.S. Lender agrees with and in favor of the AgentsAdministrative Agent, to deliver to the Agents and XxxxxAdministrative Agent: (i) if such U.S. Lender claims an exemption from, or a reduction of, withholding tax under a U.S. United States tax treaty, two properly completed and executed IRS Form W-8BEN (or any successor forms) before the payment of any interest in the first calendar year and before the payment of any interest in each third succeeding calendar year during which interest may be paid under this Agreement (and thereafter as reasonably requested by the Administrative Agent, the Collateral Agent or Xxxxx, but only if such Lender is then lawfully permitted to do so)Agreement; (ii) if such U.S. Lender claims that interest paid under this Agreement is exempt from U.S. United States withholding tax because it is effectively connected with a U.S. United States trade or business of such U.S. Lender, two properly completed and executed copies of IRS Form W-8ECI (or any successor form) before the payment of any interest is due in the first taxable year of such U.S. Lender and in each succeeding taxable year of such U.S. Lender during which interest may be paid under this Agreement (and thereafter as reasonably requested by the Administrative Agent, the Collateral Agent or Xxxxx, but only if such Lender is then lawfully permitted to do so), and IRS Form W-9Agreement; and (iii) such other form or forms as may be required under the Code or other laws of the U.S. United States as a condition to exemption from, or reduction of, U.S. United States withholding tax. Such Each such U.S. Lender agrees to promptly notify the Agents and Xxxxx Administrative Agent of any change in circumstances that which would modify or render invalid any claimed exemption or reduction. (b) If any U.S. Lender claims exemption from, or reduction of, withholding tax under a U.S. United States tax treaty by providing IRS Form W-8BEN (or any successor form) and such U.S. Lender sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations owing of the Company to such U.S. Lender, such U.S. Lender agrees to notify the Agents and Xxxxx Administrative Agent of the percentage amount in which it is no longer the beneficial owner of Obligations owing of the Company to such U.S. Lender. To the extent of such percentage amount, the Agents and the Borrowers Administrative Agent will treat such U.S. Lender’s 's IRS Form W-8BEN (or any successor form) as no longer valid. (c) If any U.S. Lender claiming exemption from U.S. United States withholding tax by filing IRS Form W-8ECI (or any successor form) with the Agents Administrative Agent sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations owing of the Company to such U.S. Lender, such U.S. Lender agrees to undertake sole responsibility for complying with the withholding tax requirements imposed by Sections 1441 and 1442 of the Code. (d) If any U.S. Lender is entitled to a reduction in the applicable withholding tax, the Administrative Agent, the Collateral Agent or any Borrower, as appropriate, may withhold from any interest payment to such U.S. Lender an amount equivalent to the applicable withholding tax after taking into account such reduction. If the forms or other documentation required by clause subsection (a) preceding of this Section are not delivered to the Agents and XxxxxAdministrative Agent, then the applicable Administrative Agent or any Borrower, as appropriate, may withhold from any interest payment to such U.S. Lender not providing such forms or other documentation an amount equivalent to the applicable withholding tax. (e) If the IRS or the Canada Customs and Revenue Agency or any other Governmental Authority of the U.S. United States, Canada or any other jurisdiction asserts a claim that an Agent or any Borrower did not properly withhold tax from amounts paid to or for the account of any Lender (because the appropriate form was not delivered, delivered or was not properly executed, or because such Lender failed to notify the Agents or any Borrower applicable Agent of a change in circumstances that which rendered the exemption from, or reduction of, withholding tax ineffective, or for any other reason) such Lender shall indemnify each of the Agents and any Borrower such Agent fully for all amounts paid, directly or indirectly, by any of them such Agent as tax or otherwise, including penalties and interest, and including any taxes imposed by any jurisdiction on the amounts payable to either of the Agents or the Borrowers such Agent under this Section 14.10Section, together with all costs and expenses (including Attorney Costs). The obligation of the Lenders under this clause (e) subsection shall survive the payment of all Obligations and the resignation or replacement of either Agent.

Withholding Tax. Prior to the first interest payment date on the Notes, the Investor or any permitted assignee of the Investor which is not organized under the laws of the United States or a state thereof shall deliver to the Company (ax) If any Lender a certificate in form reasonably acceptable to the Company that such Person is not a “foreign corporation, partnership, or trustbank” within the meaning of Section 881(c)(3)(A) of the Code and is not, nor is any of such Lender claims exemption fromPerson’s beneficial owners, or a reduction of, U.S. withholding tax under Sections 1441 or 1442 “10-percent shareholder” within the meaning of Section 871(h)(3)(B) of the Code, such Lender agrees with and in favor (y) two accurate and complete original signed copies of the Agentsappropriate series of United States Internal Revenue Service Form W-8 (or successor form), or (z) the documentation required in clause (y) or such other certification, forms or documents reasonably satisfactory to the Company, establishing the entitlement of the Investor and its beneficial owners, as applicable to a complete exemption from the above-referenced deduction or withholding. The Investor and any permitted assignee of the Investor further agrees thereafter (i) promptly to notify the Company of any change of circumstances which would prevent such Person and its beneficial owners, as applicable, from receiving payments under the Notes without any deduction or withholding of United States federal income taxes and (ii) if such Person has not so notified the Company of any change of circumstances which would prevent such Person and its beneficial owners, as applicable, from receiving payments hereunder without any deduction or withholding of United States federal income taxes, then on or before the date that any certificate or other form previously delivered hereunder expires or becomes obsolete, or after the occurrence of any event requiring a change in the most recent such certificate or form previously delivered, to deliver to the Agents Company a new certificate or form, certifying that such Person and Xxxxx: (i) if such Lender claims an exemption fromits beneficial owners, or a reduction ofas applicable, withholding tax under a U.S. tax treaty, two properly completed and executed IRS Form W-8BEN before the payment of any interest in the first calendar year during which interest may be paid are entitled to receive payments under this Agreement (and thereafter as reasonably requested by without deduction of United States federal income taxes. In the Administrative Agentabsence of such valid certificates or forms, the Collateral Agent or Xxxxx, but only if such Lender is then lawfully permitted Company shall be entitled to do so); (ii) if such Lender claims that interest paid under this Agreement is exempt from U.S. withholding tax because it is effectively connected with a U.S. trade or business of such Lender, two properly completed deduct and executed copies of IRS Form W-8ECI before the payment of withhold any interest is due in the first taxable year of such Lender during which interest may be paid under this Agreement (and thereafter as reasonably requested by the Administrative Agent, the Collateral Agent or Xxxxx, but only if such Lender is then lawfully permitted to do so), and IRS Form W-9; and (iii) such other form or forms amounts as may be required under the Code or other laws of the U.S. as a condition to exemption from, or reduction of, U.S. withholding tax. Such Lender agrees to promptly notify the Agents and Xxxxx of any change in circumstances that would modify or render invalid any claimed exemption or reductionby applicable law. (b) If any Lender claims exemption from, or reduction of, withholding tax under a U.S. tax treaty by providing IRS Form W-8BEN and such Lender sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations owing to such Lender, such Lender agrees to notify the Agents and Xxxxx of the percentage amount in which it is no longer the beneficial owner of Obligations owing to such Lender. To the extent of such percentage amount, the Agents and the Borrowers will treat such Lender’s IRS Form W-8BEN as no longer valid. (c) If any Lender claiming exemption from U.S. withholding tax by filing IRS Form W-8ECI with the Agents sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations owing to such Lender, such Lender agrees to undertake sole responsibility for complying with the withholding tax requirements imposed by Sections 1441 and 1442 of the Code. (d) If any Lender is entitled to a reduction in the applicable withholding tax, the Administrative Agent, the Collateral Agent or any Borrower, as appropriate, may withhold from any interest payment to such Lender an amount equivalent to the applicable withholding tax after taking into account such reduction. If the forms or other documentation required by clause (a) preceding are not delivered to the Agents and Xxxxx, then the applicable Agent or any Borrower, as appropriate, may withhold from any interest payment to such Lender not providing such forms or other documentation an amount equivalent to the applicable withholding tax. (e) If the IRS or any other Governmental Authority of the U.S. or other jurisdiction asserts a claim that an Agent or any Borrower did not properly withhold tax from amounts paid to or for the account of any Lender (because the appropriate form was not delivered, was not properly executed, or because such Lender failed to notify the Agents or any Borrower of a change in circumstances that rendered the exemption from, or reduction of, withholding tax ineffective, or for any other reason) such Lender shall indemnify each of the Agents and any Borrower fully for all amounts paid, directly or indirectly, by any of them as tax or otherwise, including penalties and interest, and including any taxes imposed by any jurisdiction on the amounts payable to either of the Agents or the Borrowers under this Section 14.10, together with all costs and expenses (including Attorney Costs). The obligation of the Lenders under this clause (e) shall survive the payment of all Obligations and the resignation or replacement of either Agent.

Withholding Tax. (a) If any Lender Bank is a “"foreign corporation, partnership, partnership or trust” " within the meaning of the Code and such Lender Bank claims exemption from, or a reduction of, U.S. withholding tax under Sections 1441 or 1442 of the Code, such Lender Bank agrees with and in favor of the Agents, to deliver to the Agents and XxxxxAdministrative Agent: (i) if such Lender Bank claims an exemption from, or a reduction of, withholding tax under a U.S. United States tax treaty, two properly completed Internal Revenue Service ("IRS") Forms 1001 and executed IRS Form W-8BEN W-8 before the payment of any interest in the first calendar year and before the payment of any interest in each third succeeding calendar year during which interest may be paid under this Agreement (and thereafter as reasonably requested by the Administrative Agent, the Collateral Agent or Xxxxx, but only if such Lender is then lawfully permitted to do so)Agreement; (ii) if such Lender Bank claims that interest paid under this Agreement is exempt from U.S. United States withholding tax because it is effectively connected with a U.S. United States trade or business of such LenderBank, two properly completed and executed copies of IRS Form W-8ECI 4224 before the payment of any interest is due in the first taxable year of such Lender Bank and in each succeeding taxable year of such Bank during which interest may be paid under this Agreement (and thereafter as reasonably requested by the Administrative Agent, the Collateral Agent or Xxxxx, but only if such Lender is then lawfully permitted to do so)Agreement, and IRS Form W-9; and (iii) such other form or forms as may be required under the Code or other laws of the U.S. United States as a condition to exemption from, or reduction of, U.S. United States withholding tax. Such Lender Bank agrees to promptly notify the Agents and Xxxxx Administrative Agent of any change in circumstances that which would modify or render invalid any claimed exemption or reduction. (b) If any Lender Bank claims exemption from, or reduction of, withholding tax under a U.S. United States tax treaty by providing IRS Form W-8BEN 1001 and such Lender Bank sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations owing obligations of the Company to such LenderBank, such Lender Bank agrees to notify the Agents and Xxxxx Administrative Agent of the percentage amount in which it is no longer the beneficial owner of Obligations owing to such Lenderobligations of the Company hereunder. To the extent of such percentage amount, the Agents and the Borrowers Administrative Agent will treat such Lender’s Bank's IRS Form W-8BEN 1001 as no longer valid. (c) If any Lender Bank claiming exemption from U.S. United States withholding tax by filing IRS Form W-8ECI 4224 with the Agents Administrative Agent sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations owing obligations of the Company to such LenderBank hereunder, such Lender Bank agrees to undertake sole responsibility for complying with the withholding tax requirements imposed by Sections 1441 and 1442 of the Code. (d) If any Lender Bank is entitled to a reduction in the applicable withholding tax, the Administrative Agent, the Collateral Agent or any Borrower, as appropriate, may withhold from any interest payment to such Lender Bank an amount equivalent to the applicable withholding tax after taking into account such reduction. If the forms or other documentation required by clause SUBSECTION (aA) preceding of this Section are not delivered to the Agents and XxxxxAdministrative Agent, then the applicable Administrative Agent or any Borrower, as appropriate, may withhold from any interest payment to such Lender Bank not providing such forms or other documentation an amount equivalent to the applicable withholding tax. (e) If the IRS or any other Governmental Authority governmental authority of the U.S. United States or any other jurisdiction asserts a claim that an the Administrative Agent or any Borrower did not properly withhold tax from amounts paid to or for the account of any Lender Bank (because the appropriate form was not delivered, delivered or was not properly executed, or because such Lender Bank failed to notify the Agents or any Borrower Administrative Agent of a change in circumstances that which rendered the exemption from, or reduction of, withholding tax ineffective, or for any other reason) such Lender Bank shall indemnify each of the Agents and any Borrower Administrative Agent fully for all amounts paid, directly or indirectly, by any of them the Administrative Agent as tax or otherwise, including penalties and interest, and including any taxes imposed by any jurisdiction on the amounts payable to either of the Agents or the Borrowers Administrative Agent under this Section 14.10Section, together with all costs and expenses (including Attorney Costsreasonable fees of attorneys for the Administrative Agent (including the allocable costs of internal legal services and all disbursements of internal counsel)). The obligation of the Lenders Banks under this clause (e) subsection shall survive the payment repayment of all Obligations the Loans, cancellation of the Notes, any termination of this Agreement and the resignation or replacement of either the Administrative Agent.

Withholding Tax. (a) If any Lender Bank is a “"foreign corporation, partnership, partnership or trust” " within the meaning of the Code and such Lender Bank claims exemption from, or a reduction of, U.S. withholding tax under Sections 1441 or 1442 of the Code, such Lender Bank agrees with and in favor of the AgentsAgent, to deliver to the Agents and Xxxxx:Agent (with a copy to the Company): (i) if such Lender Bank claims an exemption from, or a reduction of, withholding tax under a U.S. United States tax treaty, two properly completed and executed copies of IRS Form W-8BEN 1001 before the payment of any interest in the first calendar year and before the payment of any interest in each third succeeding calendar year during which interest may be paid under this Agreement (and thereafter as reasonably requested by the Administrative Agent, the Collateral Agent or Xxxxx, but only if such Lender is then lawfully permitted to do so)Agreement; (ii) if such Lender Bank claims that interest paid under this Agreement is exempt from U.S. United States withholding tax because it is effectively connected with a U.S. United States trade or business of such LenderBank, two properly completed and executed copies of IRS Form W-8ECI 4224 before the payment of any interest is due in the first taxable year of such Lender Bank and in each succeeding taxable year of such Bank during which interest may be paid under this Agreement (and thereafter as reasonably requested by the Administrative Agent, the Collateral Agent or Xxxxx, but only if such Lender is then lawfully permitted to do so), and IRS Form W-9Agreement; and (iii) such other form or forms as may be required under the Code or other laws of the U.S. United States as a condition to exemption from, or reduction of, U.S. United States withholding tax. Such Lender Bank agrees to notify promptly notify the Agents and Xxxxx Agent of any change in circumstances that which would modify or render invalid any claimed exemption or reduction. (b) If any Lender Bank claims exemption from, or reduction of, withholding tax under a U.S. United States tax treaty by providing IRS Form W-8BEN 1001 and such Lender Bank sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations owing of the Company to such LenderBank, such Lender Bank agrees to notify the Agents and Xxxxx Agent of the percentage amount in which it is no longer the beneficial owner of Obligations owing of the Company to such LenderBank. To the extent of such percentage amount, the Agents and the Borrowers Agent will treat such Lender’s Bank's IRS Form W-8BEN 1001 as no longer valid. (c) If any Lender Bank claiming exemption from U.S. United States withholding tax by filing IRS Form W-8ECI 4224 with the Agents Agent sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations owing of the Company to such LenderBank, such Lender Bank agrees to undertake sole responsibility for complying with the withholding tax requirements imposed by Sections 1441 and 1442 of the Code. (d) If any Lender Bank is entitled to a reduction in the applicable withholding tax, the Administrative Agent, the Collateral Agent or any Borrower, as appropriate, may withhold from any interest payment to such Lender Bank an amount equivalent to the applicable withholding tax after taking into account such reduction. If However, if the forms or other documentation required by clause Section (a) preceding of this Section are not delivered to the Agents and XxxxxAgent, then the applicable Agent or any Borrower, as appropriate, may withhold from any interest payment to such Lender Bank not providing such forms or other documentation an amount equivalent to the applicable withholding taxtax imposed by Sections 1441 and 1442 of the Code, without reduction. (e) If the IRS or any other Governmental Authority of the U.S. United States or other jurisdiction asserts a claim that an the Agent or any Borrower did not properly withhold tax from amounts paid to or for the account of any Lender Bank (because the appropriate form was not delivered, delivered or was not properly executed, or because such Lender Bank failed to notify the Agents or any Borrower Agent of a change in circumstances that which rendered the exemption from, or reduction of, withholding tax ineffective, or for any other reason) such Lender Bank shall indemnify each of the Agents and any Borrower Agent fully for all amounts paid, directly or indirectly, by any of them the Agent as tax or otherwise, including penalties and interest, and including any taxes imposed by any jurisdiction on the amounts payable to either of the Agents or the Borrowers Agent under this Section 14.10Section, together with all costs and expenses (including Attorney Costs). The obligation of the Lenders Banks under this clause (e) Section shall survive the payment of all Obligations and the resignation or replacement of either the Agent.

Withholding Tax. (a) If any Lender Bank is a “"foreign corporation, partnership, partnership or trust” " within the meaning of the Code and such Lender Bank claims exemption from, or a reduction of, U.S. withholding tax under Sections 1441 or 1442 of the Code, such Lender Bank agrees with and in favor of the AgentsAdministrative Agent, to deliver to the Agents and XxxxxAdministrative Agent: (i) if such Lender Bank claims an exemption from, or a reduction of, withholding tax under a U.S. United States tax treaty, two properly completed and executed copies of IRS Form W-8BEN on or before the payment of any interest in the first calendar year and before the payment of any interest in each third succeeding calendar year during which interest may be paid under this Agreement (and thereafter as reasonably requested by the Administrative Agent, the Collateral Agent or Xxxxx, but only if such Lender is then lawfully permitted to do so)Agreement; (ii) if such Lender Bank claims that interest paid under this Agreement is exempt from U.S. United States withholding tax because it is effectively connected with a U.S. United States trade or business of such LenderBank, two properly completed and executed copies of IRS Form W-8ECI before the payment of any interest is due in the first taxable year of such Lender Bank and in each succeeding taxable year of such Bank during which interest may be paid under this Agreement (and thereafter as reasonably requested by the Administrative Agent, the Collateral Agent or Xxxxx, but only if such Lender is then lawfully permitted to do so), and IRS Form W-9Agreement; and (iii) if such Bank is a foreign partnership or other intermediary and its partners claim an exemption from, or a reduction of, withholding tax under a United States tax treaty or if its partners claim that interest paid under this Agreement is exempt from Untied States withholding tax because it is effectively connected with the conduct with a United States trade or business, two properly completed and executed copies of IRS Form W-8IMY on or before the payment of any interest in the first calendar year and before the payment of any interest in each third succeeding calendar year during which interest may be paid under this Agreement; (iv) such other form or forms as may be required under the Code or other laws of the U.S. United States as a condition to exemption from, or reduction of, U.S. United States withholding tax. Such Lender Bank agrees to promptly notify the Agents and Xxxxx Administrative Agent of any change in circumstances that which would modify or render invalid any claimed exemption or reduction. (b) If any Lender Bank claims exemption from, or reduction of, withholding tax under a U.S. United States tax treaty by providing IRS Form W-8BEN W- 8BEN and such Lender Bank sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations owing of the Borrower to such LenderBank, such Lender Bank agrees to notify the Agents and Xxxxx Administrative Agent of the percentage amount in which it is no longer the beneficial owner of Obligations owing of the Borrower to such LenderBank. To the extent of such percentage amount, the Agents and the Borrowers Administrative Agent will treat such Lender’s Bank's IRS Form W-8BEN as no longer valid. (c) If any Lender Bank claiming exemption from U.S. United States withholding tax by filing IRS Form W-8ECI with the Agents Administrative Agent sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations owing of the Borrower to such LenderBank, such Lender Bank agrees to undertake sole responsibility for complying with the withholding tax requirements imposed by Sections 1441 and 1442 of the Code. (d) If any Lender bank is a foreign partnership or other intermediary and its partners claim exemption from, or reduction of, withholding tax under a Untied States tax treaty by providing IRS Form W-8BEN or its partners claim exemption from Untied States withholding tax by filing IRS Form W-8ECI, and any of its partners sell, assign, grant a participation in, or otherwise transfer all or part of the Obligations of the Borrower to such Bank, such Bank agrees to notify the Administrative Agent of the percentage amount in which the partner is no longer the beneficial owner of Obligations of the Borrower to such Bank. To the extent of such percentage amount, the Administrative Agent will treat such partner's IRS Form W-8BEN or W-8ECI as no longer valid. (e) If any Bank is entitled to a reduction in the applicable withholding tax, the Administrative Agent, the Collateral Agent or any Borrower, as appropriate, may withhold from any interest payment to such Lender Bank an amount equivalent to the applicable withholding tax after taking into account such reduction. If However, if the forms or other documentation required by clause (aSection 9.10(a) preceding are not delivered to the Agents and XxxxxAdministrative Agent, then the applicable Administrative Agent or any Borrower, as appropriate, may withhold from any interest payment to such Lender Bank not providing such forms or other documentation an amount equivalent to the applicable withholding taxtax imposed by Sections 1441 and 1442 of the Code, without reduction. (ef) If the IRS or any other Governmental Authority of the U.S. United States or other jurisdiction asserts a claim that an the Administrative Agent or any Borrower did not properly withhold tax from amounts paid to or for the account of any Lender Bank (because the appropriate form was not delivered, was not properly executed, or because such Lender Bank failed to notify the Agents or any Borrower Administrative Agent of a change in circumstances that which rendered the exemption from, or reduction of, withholding tax ineffective, or for any other reason) such Lender Bank shall indemnify each of the Agents and any Borrower Administrative Agent fully for all amounts paid, directly or indirectly, by any of them the Administrative Agent as tax or otherwise, including penalties and interest, and including any taxes imposed by any jurisdiction on the amounts payable to either of the Agents or the Borrowers Administrative Agent under this Section 14.10Section, together with all costs and expenses (including Attorney Costs). The obligation of the Lenders Banks under this clause (eSection 9.10(e) shall survive the payment of all Obligations and the resignation or replacement of either the Administrative Agent.

Withholding Tax. (a) If any Lender Bank is a “"foreign corporation, partnership, partnership or trust” " within the meaning of the Code and such Lender Bank claims exemption from, or a reduction of, U.S. withholding tax under Sections 1441 or 1442 of the Code, such Lender Bank agrees with and in favor of the AgentsAdministrative Agent, to deliver to the Agents and XxxxxAdministrative Agent: (i) if such Lender Bank claims an exemption from, or a reduction of, withholding tax under a U.S. United States tax treaty, two properly completed and executed copies of IRS Form W-8BEN 1001 before the payment of any interest in the first calendar year and before the payment of any interest in each third succeeding calendar year during which interest may be paid under this Agreement (and thereafter as reasonably requested by the Administrative Agent, the Collateral Agent or Xxxxx, but only if such Lender is then lawfully permitted to do so)Agreement; (ii) if such Lender Bank claims that interest paid under this Agreement is exempt from U.S. United States withholding tax because it is effectively connected with a U.S. United States trade or business of such LenderBank, two properly completed and executed copies of IRS Form W-8ECI 4224 before the payment of any interest is due in the first taxable year of such Lender Bank and in each succeeding taxable year of such Bank during which interest may be paid under this Agreement (and thereafter as reasonably requested by the Administrative Agent, the Collateral Agent or Xxxxx, but only if such Lender is then lawfully permitted to do so), and IRS Form W-9Agreement; and (iii) such other form or forms as may be required under the Code or other laws of the U.S. United States as a condition to exemption from, or reduction of, U.S. United States withholding tax. Such Lender Bank agrees to promptly notify the Agents and Xxxxx Administrative Agent of any change in circumstances that which would modify or render invalid any claimed exemption or reduction. (b) If any Lender Bank claims exemption from, or reduction of, withholding tax under a U.S. United States tax treaty by providing IRS Form W-8BEN 1001 and such Lender Bank sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations owing of the Borrower to such LenderBank, such Lender Bank agrees to notify the Agents and Xxxxx Administrative Agent of the percentage amount in which it is no longer the beneficial owner of Obligations owing of the Borrower to such LenderBank. To the extent of such percentage amount, the Agents and the Borrowers Administrative Agent will treat such Lender’s Bank's IRS Form W-8BEN 1001 as no longer valid. (c) If any Lender Bank claiming exemption from U.S. United States withholding tax by filing IRS Form W-8ECI 4224 with the Agents Administrative Agent sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations owing of the Borrower to such LenderBank, such Lender Bank agrees to undertake sole responsibility for complying with the withholding tax requirements imposed by Sections 1441 and 1442 of the Code. (d) If any Lender Bank is entitled to a reduction in the applicable withholding tax, the Administrative Agent, the Collateral Agent or any Borrower, as appropriate, may withhold from any interest payment to such Lender Bank an amount equivalent to the applicable withholding tax after taking into account such reduction. If However, if the forms or other documentation required by clause subsection (a) preceding of this Section are not delivered to the Agents and XxxxxAdministrative Agent, then the applicable Administrative Agent or any Borrower, as appropriate, may withhold from any interest payment to such Lender Bank not providing such forms or other documentation an amount equivalent to the applicable withholding taxtax imposed by Sections 1441 and 1442 of the Code, without reduction. (e) If the IRS or any other Governmental Authority of the U.S. United States or other jurisdiction asserts a claim that an the Administrative Agent or any Borrower did not properly withhold tax from amounts paid to or for the account of any Lender Bank (because the appropriate form was not delivered, delivered or was not properly executed, or because such Lender Bank failed to notify the Agents or any Borrower Administrative Agent of a change in circumstances that which rendered the exemption from, or reduction of, withholding tax ineffective, or for any other reason) such Lender Bank shall indemnify each of the Agents and any Borrower Administrative Agent fully for all amounts paid, directly or indirectly, by any of them the Administrative Agent as tax or otherwise, including penalties and interest, and including any taxes imposed by any jurisdiction on the amounts payable to either of the Agents or the Borrowers Administrative Agent under this Section 14.10Section, together with all costs and expenses (including Attorney Costs). The obligation of the Lenders Banks under this clause (e) subsection shall survive the payment of all Obligations and the resignation or replacement of either the Administrative Agent.

Withholding Tax. (a) If any Lender Bank is a “"foreign corporation, partnership, partnership or trust” " within the meaning of the Code and such Lender Bank claims exemption from, or a reduction of, U.S. withholding tax under Sections 1441 or 1442 of the Code, such Lender Bank agrees with and in favor of the AgentsAdministrative Agent, to deliver to the Agents and XxxxxAdministrative Agent: (i) if such Lender Bank claims an exemption from, or a reduction of, withholding tax under a U.S. United States tax treaty, two properly completed and executed copies of IRS Form W-8BEN on or before the payment of any interest in the first calendar year and before the payment of any interest in each third succeeding calendar year during which interest may be paid under this Agreement (and thereafter as reasonably requested by the Administrative Agent, the Collateral Agent or Xxxxx, but only if such Lender is then lawfully permitted to do so)Agreement; (ii) if such Lender Bank claims that interest paid under this Agreement is exempt from U.S. United States withholding tax because it is effectively connected with a U.S. United States trade or business of such LenderBank, two properly completed and executed copies of IRS Form W-8ECI before the payment of any interest is due in the first taxable year of such Lender Bank and in each succeeding taxable year of such Bank during which interest may be paid under this Agreement (and thereafter as reasonably requested by the Administrative Agent, the Collateral Agent or Xxxxx, but only if such Lender is then lawfully permitted to do so), and IRS Form W-9Agreement; and (iii) if such Bank is a foreign partnership or other intermediary and its partners claim an exemption from, or a reduction of, withholding tax under a United States tax treaty or if its partners claim that interest paid under this Agreement is exempt from Untied States withholding tax because it is effectively connected with the conduct with a United States trade or business, two properly completed and executed copies of IRS Form W-8IMY on or before the payment of any interest in the first calendar year and before the payment of any interest in each third succeeding calendar year during which interest may be paid under this Agreement; (iv) such other form or forms as may be required under the Code or other laws of the U.S. United States as a condition to exemption from, or reduction of, U.S. United States withholding tax. Such Lender Bank agrees to promptly notify the Agents and Xxxxx Administrative Agent of any change in circumstances that which would modify or render invalid any claimed exemption or reduction. (b) If any Lender Bank claims exemption from, or reduction of, withholding tax under a U.S. United States tax treaty by providing IRS Form W-8BEN and such Lender Bank sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations owing of any Borrower to such LenderBank, such Lender Bank agrees to notify the Agents and Xxxxx Administrative Agent of the percentage amount in which it is no longer the beneficial owner of Obligations owing of any Borrower to such LenderBank. To the extent of such percentage amount, the Agents and the Borrowers Administrative Agent will treat such Lender’s Bank's IRS Form W-8BEN as no longer valid. (c) If any Lender Bank claiming exemption from U.S. United States withholding tax by filing IRS Form W-8ECI with the Agents Administrative Agent sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations owing of any Borrower to such LenderBank, such Lender Bank agrees to undertake sole responsibility for complying with the withholding tax requirements imposed by Sections 1441 and 1442 of the Code. (d) If any Lender bank is a foreign partnership or other intermediary and its partners claim exemption from, or reduction of, withholding tax under a Untied States tax treaty by providing IRS Form W-8BEN or its partners claim exemption from Untied States withholding tax by filing IRS Form W-8ECI, and any of its partners sell, assign, grant a participation in, or otherwise transfer all or part of the Obligations of any Borrower to such Bank, such Bank agrees to notify the Administrative Agent of the percentage amount in which the partner is no longer the beneficial owner of Obligations of any Borrower to such Bank. To the extent of such percentage amount, the Administrative Agent will treat such partner's IRS Form W-8BEN or W-8ECI as no longer valid. (e) If any Bank is entitled to a reduction in the applicable withholding tax, the Administrative Agent, the Collateral Agent or any Borrower, as appropriate, may withhold from any interest payment to such Lender Bank an amount equivalent to the applicable withholding tax after taking into account such reduction. If However, if the forms or other documentation required by clause (aSection 9.10(a) preceding are not delivered to the Agents and Xxxxx--------------- Administrative Agent, then the applicable Administrative Agent or any Borrower, as appropriate, may withhold from any interest payment to such Lender Bank not providing such forms or other documentation an amount equivalent to the applicable withholding taxtax imposed by Sections 1441 and 1442 of the Code, without reduction. (ef) If the IRS or any other Governmental Authority of the U.S. United States or other jurisdiction asserts a claim that an the Administrative Agent or any Borrower did not properly withhold tax from amounts paid to or for the account of any Lender Bank (because the appropriate form was not delivered, was not properly executed, or because such Lender Bank failed to notify the Agents or any Borrower Administrative Agent of a change in circumstances that which rendered the exemption from, or reduction of, withholding tax ineffective, or for any other reason) such Lender Bank shall indemnify each of the Agents and any Borrower Administrative Agent fully for all amounts paid, directly or indirectly, by any of them the Administrative Agent as tax or otherwise, including penalties and interest, and including any taxes imposed by any jurisdiction on the amounts payable to either of the Agents or the Borrowers Administrative Agent under this Section 14.10Section, together with all costs and expenses (including Attorney Costs). The obligation of the Lenders Banks under this clause (eSection 9.10(e) shall survive the --------------- payment of all Obligations and the resignation or replacement of either the Administrative Agent.

Withholding Tax. (a) If any Lender Bank is a “"foreign corporation, partnership, partnership or trust” " within the meaning of the Code and such Lender Bank claims exemption from, or a reduction of, U.S. withholding tax under Sections 1441 or 1442 of the Code, such Lender Bank agrees with and in favor of the AgentsAdministrative Agent and the Company, to deliver to the Agents Administrative Agent and XxxxxCompany: (i) if such Lender Bank claims an exemption from, or a reduction of, withholding tax under a U.S. United States tax treaty, two properly completed and executed copies of IRS Form W-8BEN 1001 before the payment of any interest in the first calendar year and before the payment of any interest in each third succeeding calendar year during which interest may be paid under this Agreement (and thereafter as reasonably requested by the Administrative Agent, the Collateral Agent or Xxxxx, but only if such Lender is then lawfully permitted to do so)Agreement; (ii) if such Lender Bank claims that interest paid under this Agreement is exempt from U.S. United States withholding tax because it is effectively connected with a U.S. United States trade or business of such LenderBank, two properly completed and executed copies of IRS Form W-8ECI 4224 before the payment of any interest is due in the first taxable year of such Lender Bank and in each succeeding taxable year of such Bank during which interest may be paid under this Agreement (and thereafter as reasonably requested by the Administrative Agent, the Collateral Agent or Xxxxx, but only if such Lender is then lawfully permitted to do so), and IRS Form W-9Agreement; and (iii) such other form or forms as may be required under the Code or other laws of the U.S. United States as a condition for claiming complete exemption from United States withholding tax; or to exemption frompromptly notify the Company and the Agent of its inability to deliver any such form or certificate; provided that such Bank's failure to complete and execute such Form 4224 or Form 1001, as the case may be, or reduction ofany such additional form (or any successor form or forms) due to a change in law after the date hereof shall not relieve the Company of any of its obligations under this Agreement. As of the date hereof as to Banks a party hereto as of the date hereof and as of the date any other financial institution becomes a Bank hereunder, U.S. each such Bank that is a foreign corporation, partnership or trust within the meaning of the Code represents and warrants as of such date that it is entitled to a complete exemption from United States withholding taxtax with respect to payments of interest to be made under this Agreement. Such Lender Bank agrees to promptly notify the Agents Company and Xxxxx the Administrative Agent of any change in circumstances that which would modify or render invalid any claimed exemption or reduction. (b) If any Lender Bank claims exemption from, or reduction of, withholding tax under a U.S. United States tax treaty by providing IRS Form W-8BEN 1001 and such Lender Bank sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations owing to such LenderObligations, such Lender Bank agrees to notify the Agents Administrative Agent and Xxxxx Company of the percentage amount in which it is no longer the beneficial owner of Obligations owing of the Company to such LenderBank. To the extent of such percentage amount, the Agents Company and the Borrowers Administrative Agent will treat such Lender’s Bank's IRS Form W-8BEN 1001 as no longer valid. (c) If any Lender Bank claiming exemption from U.S. United States withholding tax by filing IRS Form W-8ECI 4224 with the Agents Administrative Agent sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations owing to such LenderObligations, such Lender Bank agrees to undertake sole responsibility for complying with the withholding tax requirements imposed by Sections 1441 and 1442 of the Code. (d) If any Lender is entitled to a reduction in the applicable withholding tax, the Administrative Agent, the Collateral Agent or any Borrower, as appropriate, may withhold from any interest payment to such Lender an amount equivalent to the applicable withholding tax after taking into account such reduction. If the forms or other documentation required by clause (a) preceding are not delivered to the Agents and Xxxxx, then the applicable Agent or any Borrower, as appropriate, may withhold from any interest payment to such Lender not providing such forms or other documentation an amount equivalent to the applicable withholding tax. (e) If the IRS or any other Governmental Authority of the U.S. or other jurisdiction asserts a claim that an Agent or any Borrower did not properly withhold tax from amounts paid to or for the account of any Lender (because the appropriate form was not delivered, was not properly executed, or because such Lender failed to notify the Agents or any Borrower of a change in circumstances that rendered the exemption from, or reduction of, withholding tax ineffective, or for any other reason) such Lender shall indemnify each of the Agents and any Borrower fully for all amounts paid, directly or indirectly, by any of them as tax or otherwise, including penalties and interest, and including any taxes imposed by any jurisdiction on the amounts payable to either of the Agents or the Borrowers under this Section 14.10, together with all costs and expenses (including Attorney Costs). The obligation of the Lenders under this clause (e) shall survive the payment of all Obligations and the resignation or replacement of either Agent.responsibility

Withholding Tax. (a) If any Lender Each Bank that is a “"foreign corporation, partnership, --------------- partnership or trust” " within the meaning of the Code and such Lender claims exemption from, or (a reduction of, U.S. withholding tax under Sections 1441 or 1442 of the Code, such Lender agrees with and in favor of the Agents, to "Foreign Lender") shall -------------- deliver to the Agents Administrative Agent, prior to receipt of any payment subject to withholding under the Code (or after accepting an assignment of an interest herein), two duly signed completed copies of either IRS Form W-8BEN or any successor thereto (relating to such Person and Xxxxx: (i) if such Lender claims entitling it to an exemption from, or a reduction of, withholding tax under a U.S. tax treaty, two properly completed and executed IRS Form W-8BEN before the payment of any interest in the first calendar year during which interest may on all payments to be paid under this Agreement (and thereafter as reasonably requested made to such Person by the Administrative Agent, the Collateral Agent Company pursuant to this Agreement) or Xxxxx, but only if such Lender is then lawfully permitted to do so); (ii) if such Lender claims that interest paid under this Agreement is exempt from U.S. withholding tax because it is effectively connected with a U.S. trade or business of such Lender, two properly completed and executed copies of IRS Form W-8ECI before the payment of or any interest is due in the first taxable year of successor thereto (relating to all payments to be made to such Lender during which interest may be paid under this Agreement (and thereafter as reasonably requested Person by the Administrative Agent, the Collateral Agent Company pursuant to this Agreement) or Xxxxx, but only if such Lender is then lawfully permitted to do so), and IRS Form W-9; and (iii) such other form or forms as may be required under evidence satisfactory to the Code or other laws of Company and the U.S. as a condition Administrative Agent that such Person is entitled to an exemption from, or reduction of, U.S. withholding tax. Such Lender agrees Thereafter and from time to time, each such Person shall (a) promptly submit to the Administrative Agent such additional duly completed and signed copies of one of such forms (or such successor forms as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then current United States laws and regulations to avoid, or such evidence as is satisfactory to the Company and the Administrative Agent of any available exemption from or reduction of, United States withholding taxes in respect of all payments to be made to such Person by the Company pursuant to this Agreement, (b) promptly notify the Agents and Xxxxx Administrative Agent of any change in circumstances that which would modify or render invalid any claimed exemption or reduction. (b) If any Lender claims exemption from, or reduction of, withholding tax under a U.S. tax treaty by providing IRS Form W-8BEN and such Lender sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations owing to such Lender, such Lender agrees to notify the Agents and Xxxxx of the percentage amount in which it is no longer the beneficial owner of Obligations owing to such Lender. To the extent of such percentage amount, the Agents and the Borrowers will treat such Lender’s IRS Form W-8BEN as no longer valid. (c) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Bank, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws that the Company make any deduction or withholding for taxes from amounts payable to such Person. If such Person fails to deliver the above forms or other documentation, then the Administrative Agent may withhold from any Lender claiming exemption from U.S. interest payment to such Person an amount equivalent to the applicable withholding tax by filing IRS Form W-8ECI with the Agents sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations owing to such Lender, such Lender agrees to undertake sole responsibility for complying with the withholding tax requirements imposed by Sections 1441 and 1442 of the Code. (d) If any Lender is entitled to a reduction in the applicable withholding tax, the Administrative Agent, the Collateral Agent or any Borrower, as appropriate, may withhold from any interest payment to such Lender an amount equivalent to the applicable withholding tax after taking into account such without reduction. If the forms or other documentation required by clause (a) preceding are not delivered to the Agents and Xxxxx, then the applicable Agent or any Borrower, as appropriate, may withhold from any interest payment to such Lender not providing such forms or other documentation an amount equivalent to the applicable withholding tax. (e) If the IRS or any other Governmental Authority of asserts that the U.S. or other jurisdiction asserts a claim that an Administrative Agent or any Borrower did not properly withhold any tax or other amount from amounts paid to or for the account payments made in respect of any Lender (because the appropriate form was not deliveredsuch Person, was not properly executed, or because such Lender failed to notify the Agents or any Borrower of a change in circumstances that rendered the exemption from, or reduction of, withholding tax ineffective, or for any other reason) such Lender Person shall indemnify each of the Agents and any Borrower fully for all amounts paid, directly or indirectly, by any of them as tax or otherwiseAdministrative Agent therefor, including all penalties and interest, and including any taxes imposed by any jurisdiction on the amounts payable to either of the Agents or the Borrowers Administrative Agent under this Section 14.10Section, together with all and costs and expenses (including Attorney Costs)) of the Administrative Agent. The obligation of the Lenders Banks under this clause (e) Section shall survive the payment of all Obligations and the resignation or replacement of either the Administrative Agent.

Withholding Tax. (a) If any Lender is a “"foreign corporation", "foreign partnership, " or "foreign trust” " within the meaning of the Code and such Lender claims exemption from, or a reduction of, U.S. withholding tax under Sections Section 1441 or 1442 of the Code, such Lender agrees with and in favor of the Agents, to shall deliver to the Agents Administrative Agent and Xxxxxthe Company: (i) if such Lender claims an exemption from, or a reduction of, withholding tax under a U.S. United States tax treaty, two properly completed IRS Forms 1001 and executed IRS Form W-8BEN W-8 (or any successor forms) before the payment of any interest in the first calendar year and before the payment of any interest in each third succeeding calendar year during which interest may be paid under this Agreement (and thereafter as reasonably requested by the Administrative Agent, the Collateral Agent or Xxxxx, but only if such Lender is then lawfully permitted to do so)Agreement; (ii) if such Lender claims that interest paid under this Agreement is exempt from U.S. United States withholding tax because it is effectively connected with a U.S. United States trade or business of such Lender, two properly completed and executed copies of IRS Form W-8ECI 4224 (or successor form) before the payment of any interest is due in the first taxable year of such Lender, and on or before the date that such form expires or becomes obsolete and after the occurrence of any event requiring a change in such form, and IRS Form W-9 (or successor form); (iii) if such Lender during which claims that interest may be paid under this Agreement is exempt from United States withholding tax under Section 881(c) of the Code, two properly completed and executed copies of IRS Form W-8 (or successor form) together with a duly authorized and thereafter as reasonably requested by the Administrative Agent, the Collateral Agent or Xxxxx, but only if executed certificate of an officer of such Lender certifying that the Lender is then lawfully permitted not (i) a "bank" within the meaning of Section 881(c)(3)(A) of the Code, (ii) a "10-percent shareholder" of the Company within the meaning of Section 871(h)(3)(B) of the Code or (iii) a controlled foreign corporation with respect to do so), and IRS Form W-9which the Company is a "related person" within the meaning of Section 864(d)(4) of the Code; and (iiiiv) such other form or forms as may be required under the Code or other laws of the U.S. United States as a condition to exemption from, or reduction of, U.S. United States withholding tax. Such Each such Lender agrees to promptly notify the Agents Administrative Agent and Xxxxx the Company promptly of any change in circumstances that which would modify or render invalid any claimed exemption or reduction. (b) If any Lender claims exemption from, or reduction of, withholding tax under a U.S. United States tax treaty by providing IRS Form W-8BEN 1001 and such Lender sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations owing of the Company to such Lender, such Lender agrees to notify the Agents Administrative Agent and Xxxxx the Company of the percentage amount in which it is no longer the beneficial owner of Obligations owing of the Company to such Lender. To the extent of such percentage amount, the Agents Administrative Agent and the Borrowers Company will treat such Lender’s 's IRS Form W-8BEN 1001 as no longer valid. (c) If any Lender claiming exemption from U.S. United States withholding tax by filing IRS Form W-8ECI 4224 with the Agents Administrative Agent and the Company sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations owing of the Company to such Lender, such Lender agrees to undertake sole responsibility for complying with the withholding tax requirements imposed by Sections 1441 and 1442 of the Code. (d) If any Lender claims exemption from United States withholding tax under Section 881(c) of the Code by providing IRS Form W-8 and the officer's certification described in (a)(iii) above, and such Lender sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations of the Company to such Lender, such Lender agrees to notify the Administrative Agent and the Company of the percentage amount in which it is no longer the beneficial owner of Obligations of the Company to such Lender. To the extent of such percentage amount, the Administrative Agent and the Company will treat such Lender's IRS Form W-8 and officer's certification as no longer applicable. (e) If any Lender is entitled to a reduction in the applicable withholding tax, the Administrative Agent, the Collateral Agent or any Borrower, as appropriate, the Company may withhold from any interest payment to such Lender an amount equivalent to the applicable withholding tax after taking into account such reduction. If the forms or other documentation required by clause subsection (a) preceding of this Section are not delivered to the Agents Administrative Agent and Xxxxxthe Company, then the applicable Administrative Agent or any Borrower, as appropriate, the Company may withhold from any interest payment to such Lender not providing such forms or other documentation an amount equivalent to the applicable withholding tax. (ef) If the IRS or any other Governmental Authority of the U.S. United States or other jurisdiction asserts a claim that an the Administrative Agent or any Borrower the Company did not properly withhold tax from amounts paid to or for the account of any Lender (because the appropriate form was not delivered, delivered or was not properly executed, or because such Lender failed to notify the Agents or any Borrower Administrative Agent of a change in circumstances that which rendered the exemption from, or reduction of, withholding tax ineffective, or for any other reason) such Lender shall indemnify each of the Agents Administrative Agent and any Borrower the Company fully for all amounts paid, directly or indirectly, by any of them the Administrative Agent or the Company as tax or otherwise, including penalties and interest, and including any taxes imposed by any jurisdiction on the amounts payable to either of the Agents Administrative Agent or the Borrowers Company under this Section 14.10Section, together with all costs and expenses (including Attorney Costs). The obligation of the Lenders under this clause (e) subsection shall survive the payment of all Obligations and the resignation or replacement of either the Administrative Agent.

Withholding Tax. (a) If any Lender Bank is a “"foreign corporation, partnership, partnership or trust” " within the meaning of the Code and such Lender Bank claims exemption from, or a reduction of, U.S. withholding tax under Sections 1441 or 1442 of the Code, such Lender Bank agrees with and in favor of the AgentsAdministrative Agent, to deliver to the Agents and XxxxxAdministrative Agent: (i) if such Lender Bank claims an exemption from, or a reduction of, withholding tax under a U.S. United States tax treaty, two properly completed and executed copies of IRS Form W-8BEN 1001 before the payment of any interest in the first calendar year and before the payment of any interest in each third succeeding calendar year during which interest may be paid under this Agreement (and thereafter as reasonably requested by the Administrative Agent, the Collateral Agent or Xxxxx, but only if such Lender is then lawfully permitted to do so)Agreement; (ii) if such Lender Bank claims that interest paid under this Agreement is exempt from U.S. United States withholding tax because it is effectively connected with a U.S. United States trade or business of such LenderBank, two properly completed and executed copies of IRS Form W-8ECI 4224 before the payment of any interest is due in the first taxable year of such Lender Bank and in each succeeding taxable year of such Bank during which interest may be paid under this Agreement (and thereafter as reasonably requested by the Administrative AgentAgreement, the Collateral Agent or Xxxxx, but only if such Lender is then lawfully permitted to do so), and IRS Form W-9; and (iii) such other form or forms as may be required under the Code or other laws of the U.S. United States as a condition to exemption from, or reduction of, U.S. United States withholding tax. Such Lender Bank agrees to promptly notify the Agents and Xxxxx Administrative Agent of any change in circumstances that which would modify or render invalid any claimed exemption or reduction. (b) If any Lender Bank claims exemption from, or reduction of, withholding tax under a U.S. United States tax treaty by providing IRS Form W-8BEN 1001 and such Lender Bank sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations owing of the Borrower to such LenderBank, such Lender Bank agrees to notify the Agents and Xxxxx Administrative Agent of the percentage amount in which it is no longer the beneficial owner of Obligations owing of the Borrower to such LenderBank. To the extent of such percentage amount, the Agents and the Borrowers Administrative Agent will treat such Lender’s Bank's IRS Form W-8BEN 1001 as no longer valid. (c) If any Lender Bank claiming exemption from U.S. United States withholding tax by filing IRS Form W-8ECI 4224 with the Agents Administrative Agent sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations owing of the Borrower to such LenderBank, such Lender Bank agrees to undertake sole responsibility for complying with the withholding tax requirements imposed by Sections 1441 and 1442 of the Code. (d) If any Lender Bank is entitled to a reduction in the applicable withholding tax, the Administrative Agent, the Collateral Agent or any Borrower, as appropriate, may withhold from any interest payment to such Lender Bank an amount equivalent to the applicable withholding tax after taking into account such reduction. If However, if the forms or other documentation required by clause subsection (a) preceding of this Section are not delivered to the Agents and XxxxxAdministrative Agent, then the applicable Administrative Agent or any Borrower, as appropriate, may withhold from any interest payment to such Lender Bank not providing such forms or other documentation an amount equivalent to the applicable withholding taxtax imposed by Sections 1441 and 1442 of the Code, without reduction. (e) If the IRS or any other Governmental Authority of the U.S. United States or other jurisdiction asserts a claim that an the Administrative Agent or any Borrower did not properly withhold tax from amounts paid to or for the account of any Lender Bank (because the appropriate form was not delivered, delivered or was not properly executed, or because such Lender Bank failed to notify the Agents or any Borrower Administrative Agent of a change in circumstances that which rendered the exemption from, or reduction of, withholding tax ineffective, or for any other reason) such Lender Bank shall indemnify each of the Agents and any Borrower Administrative Agent fully for all amounts paid, directly or indirectly, by any of them the Administrative Agent as tax or otherwise, including penalties and interest, and including any taxes imposed by any jurisdiction on the amounts payable to either of the Agents or the Borrowers Administrative Agent under this Section 14.10Section, together with all costs and expenses (including Attorney Costs). The obligation of the Lenders Banks under this clause (e) subsection shall survive the payment of all Obligations and the resignation or replacement of either the Administrative Agent.

Withholding Tax. (ai) If any Lender is a “"foreign corporation, partnership, partnership or trust” " within the meaning of the Code and such Lender claims exemption from, or a reduction of, U.S. withholding tax under Sections 1441 or 1442 of the Code, such Lender agrees with and in favor of the AgentsAgent and the Company, to deliver to the Agents Agent and Xxxxxthe Company: (iA) if such Lender claims an exemption from, or a reduction of, withholding tax under a U.S. United States tax treaty, two properly completed and executed copies of IRS Form W-8BEN before the payment of any interest in the first calendar year and before the payment of any interest in each third succeeding calendar year during which interest may be paid under this Agreement (and thereafter as reasonably requested by the Administrative Agent, the Collateral Agent or Xxxxx, but only if such Lender is then lawfully permitted to do so)Agreement; (iiB) if such Lender claims that interest paid under this Agreement is exempt from U.S. United States withholding tax because it is effectively connected with a U.S. United States trade or business of such Lender, two properly completed and propxxxx xxxxxxxxx xxx executed copies of IRS Form W-8ECI 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 (and thereafter as reasonably requested by the Administrative Agent, the Collateral Agent or Xxxxx, but only if such Lender is then lawfully permitted to do so), and IRS Form W-9Agreement; and (iiiC) such other form or forms as may be required under the Code or other laws of the U.S. United States as a condition to exemption from, or reduction of, U.S. United States withholding tax. Such Lender agrees to promptly notify the Agents Agent and Xxxxx the Company of any change in circumstances that which would modify or render invalid any claimed exemption or reduction. (ii) If any foreign Lender claims exemption from U.S. federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of "portfolio interest", such Lender agrees with and in favor of the Agent and the Company to deliver to the Agent and the Company a Form W-8, or any subsequent versions thereof or successors thereto (and, if such Lender delivers a Form W-8, a certificate representing that such Lender is not a "bank" for purposes of Section 881(c) of the Code, is not a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Company and is not a controlled foreign corporation related to the Company (within the meaning of Section 864(d)(4) of the Code)). (b) If any Lender claims exemption from, or reduction of, withholding tax under a U.S. United States tax treaty by providing IRS Form W-8BEN and such Lender sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations owing of the Company to such Lender, such Lender agrees to notify the Agents and Xxxxx Agent of the percentage amount in which it is no longer the beneficial owner of Obligations owing of the Company to such Lender. To the extent of such percentage amount, the Agents and the Borrowers Agent will treat such Lender’s 's IRS Form W-8BEN as no longer valid. (c) If any Lender claiming exemption from U.S. United States withholding tax by filing IRS Form W-8ECI with the Agents Agent sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations owing of the Company to such Lender, such Lender agrees to undertake sole responsibility for complying with the withholding tax requirements imposed by Sections 1441 and 1442 of the Code. (d) If any Lender is entitled to a reduction in the applicable withholding tax, the Administrative Agent, the Collateral Agent or any Borrower, as appropriate, may withhold from any interest payment to such Lender an amount equivalent to the applicable withholding tax after taking into account such reduction. If However, if the forms or other documentation required by clause subsection (a) preceding of this Section are not delivered to the Agents and XxxxxAgent, then the applicable Agent or any Borrower, as appropriate, may withhold from any interest payment to such Lender not providing such forms or other documentation an amount equivalent to the applicable withholding taxtax imposed by Sections 1441 and 1442 of the Code, without reduction. (e) If the IRS or any other Governmental Authority of the U.S. United States or other jurisdiction asserts a claim that an the Agent or any Borrower did not properly withhold tax from amounts paid to or for the account of any Lender (because the appropriate form was not delivered, delivered or was not properly executed, or because such Lender failed to notify the Agents or any Borrower Agent of a change in 101 circumstances that which rendered the exemption from, or reduction of, withholding tax ineffective, or for any other reason) such Lender shall indemnify each of the Agents and any Borrower Agent fully for all amounts paid, directly or indirectly, by any of them the Agent as tax or otherwise, including penalties and interest, and including any taxes imposed by any jurisdiction on the amounts payable to either of the Agents or the Borrowers Agent under this Section 14.10Section, together with all costs and expenses (including Attorney Costs). The obligation of the Lenders under this clause (e) subsection shall survive the payment of all Obligations and the resignation or replacement of either the Agent.

Withholding Tax. (a) If any Lender is a “foreign corporation, partnership, partnership or trust” within the meaning of the Code and such Lender claims exemption from, or a reduction of, U.S. United States withholding tax under Sections 1441 or 1442 of the Code, such Lender agrees with and in favor of the AgentsAgent, to deliver to the Agents and XxxxxAgent: (i) if such Lender claims an exemption from, or a reduction of, withholding tax under a U.S. United States tax treaty, two properly completed and executed IRS Form W-8BEN 1098 W8-BEN or Form 1098 W8-ECI before the payment of any interest in the first calendar year and before the payment of any interest in each third succeeding calendar year during which interest may be paid under this Agreement (and thereafter as reasonably requested by the Administrative Agent, the Collateral Agent or Xxxxx, but only if such Lender is then lawfully permitted to do so)Agreement; (ii) if such Lender claims that interest paid under this Agreement is exempt from U.S. United States withholding tax because it is effectively connected with a U.S. United States trade or business of such Lender, two (2) properly completed and executed copies of IRS Form W-8ECI 4224 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 (and thereafter as reasonably requested by the Administrative Agent, the Collateral Agent or Xxxxx, but only if such Lender is then lawfully permitted to do so)Agreement, and IRS Form W-9; and; (iii) such other form or forms as may be required under the Code or other laws of the U.S. United States as a condition to exemption from, or reduction of, U.S. United States withholding tax; and (iv) in the case of any Lender claiming exemption from United States withholding tax under Sections 871(b) or 881(c) of the Code, with respect to payments of “Portfolio Interest,” a Form W-8, or any subsequent versions thereof or successors thereto, and if the Lender delivers a Form W-8, a certificate representing that such Lender is not a bank for purposes of Section 881(c) of the Code, is not a ten percent (10%) shareholder (within the meaning of Section 871(h)(3)(b) of the Code) of Borrower, and is not a controlled foreign corporation related to Borrower (within the meaning of Section 864(d)(4) of the Code). Such Each such certificate and form shall be properly completed and duly executed by such Lender claiming complete exemption from a reduced rate of United States withholding tax on payments by Borrower under the Loan Documents. Each Lender agrees to promptly notify the Agents and Xxxxx Agent of any change in circumstances that which would modify or render invalid any claimed exemption or reduction. (b) If any Lender claims exemption from, or reduction of, withholding tax under a U.S. United States tax treaty by providing IRS Form W-8BEN 1098 W8-BEN or Form 1098 W8-ECI, and such Lender sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations owing of Borrower to such Lender, such Lender agrees to notify the Agents and Xxxxx Agent of the percentage amount in which it is no longer the beneficial owner of Obligations owing of Borrower to such Lender. To the extent of such percentage amount, the Agents and the Borrowers Agent will treat such Lender’s IRS Form W-8BEN 1098 W8-BEN or Form 1098 W8-ECI as no longer valid. (c) If any Lender claiming exemption from U.S. United States withholding tax by filing IRS Form W-8ECI 4224 with the Agents Agent sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations owing of Borrower to such Lender, such Lender agrees to undertake sole responsibility for complying with the withholding tax requirements imposed by Sections 1441 and 1442 of the Code. (d) If any Lender is entitled to a reduction in the applicable withholding tax, the Administrative Agent, the Collateral Agent or any Borrower, as appropriate, may withhold from any interest payment to such Lender an amount equivalent to the applicable withholding tax after taking into account such reduction. If the forms or other documentation required by clause (a§18.7(a) preceding above are not delivered to the Agents and XxxxxAgent, then the applicable Agent or any Borrower, as appropriate, may withhold from any interest payment to such Lender not providing such forms or other documentation an amount equivalent to the applicable withholding tax. (e) If the IRS or any other Governmental Authority governmental authority of the U.S. United States or other jurisdiction asserts a claim that an the Agent or any Borrower did not properly withhold tax from amounts paid to or for the account of any Lender (because the appropriate form was not delivered, was not properly executed, or because such Lender failed to notify the Agents or any Borrower Agent of a change in circumstances that which rendered the exemption from, or reduction of, withholding tax ineffective, or for any other reason) such Lender shall indemnify each of the Agents and any Borrower Agent fully for all amounts paid, directly or indirectly, by any of them the Agent as tax or otherwise, including penalties and interest, and including any taxes imposed by any jurisdiction on the amounts payable to either of the Agents or the Borrowers Agent under this Section 14.10§18.7, together with all costs and expenses (including Attorney Costsreasonable attorneys’ fees and legal expenses). The obligation of the Lenders under this clause subsection (e) shall survive the payment of all Obligations and the resignation or replacement of either the Agent. (f) Certain Lenders that may enter into this Agreement from and after even date may be unable to comply with the indemnity provision of §18.7(e). In the event that the Agent agrees in the applicable Assignment and Acceptance for any subsequent Lender, then such Lender shall be governed by and shall comply with the provisions of this §18.7(f) rather than §18.7(e). In addition to any other rights of offset contained in this Agreement or under any applicable law, in the event that any amounts would otherwise be covered by an indemnity under §18.7(e) from such Lenders, such as United States withholding tax due and payable and any penalties or interest with respect thereto and fees and expenses of collection, then in such event, the Agent shall be authorized to offset any such amounts against the amounts payable to such Lenders hereunder until otherwise indemnified amounts are fully paid. The right of offset contained herein shall be in addition to and shall not limit or otherwise waive or diminish any right or remedy that the Agent may have against such Lenders under any applicable law.

Withholding Tax. (a) If any Lender Bank is a “foreign corporation, partnership, --------------- foreign partnership or trust” foreign trust within the meaning of the Code and such Lender Bank claims exemption from, or a reduction of, U.S. United States withholding tax under Sections 1441 or 1442 of the Code, such Lender Bank agrees with and in favor of the AgentsAgent, to deliver to the Agents and XxxxxAgent: (i) if such Lender Bank claims an exemption from, or a reduction of, withholding tax under a U.S. United States tax treaty, two properly completed and executed IRS Form W-8BEN Forms 1001 and W-8 at least 30 days before the payment of any interest is due in the first calendar year and at least 30 days before the payment of any interest in the first each third succeeding calendar year during which interest may be paid under this Agreement (and thereafter as reasonably requested by the Administrative Agent, the Collateral Agent or Xxxxx, but only if such Lender is then lawfully permitted to do so)Agreement; (ii) if such Lender Bank claims that interest paid under this Agreement is exempt from U.S. United States withholding tax because it is effectively connected with a U.S. United States trade or business of such LenderBank, two properly completed and executed copies of IRS Form W-8ECI 4224 at least 30 days before the payment of any interest is due in the first taxable year of such Lender Bank and in each succeeding taxable year of such Bank during which interest may be paid under this Agreement (and thereafter as reasonably requested by the Administrative Agent, the Collateral Agent or Xxxxx, but only if such Lender is then lawfully permitted to do so), and IRS Form W-9Agreement; and (iii) such other form or forms as may be required under the Code or other laws of the U.S. United States as a condition to exemption from, or reduction of, U.S. United States withholding tax. The Agent shall deliver one copy of each such form to the Company. Such Lender Bank agrees to promptly notify the Agents and Xxxxx Agent of any change in circumstances that which would modify or render invalid any claimed exemption or reduction. (b) If any Lender Bank claims exemption from, or reduction of, withholding tax under a U.S. United States tax treaty by providing IRS Form W-8BEN 1001 and such Lender Bank sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations owing of the Company to such LenderBank, such Lender Bank agrees to notify the Agents and Xxxxx Agent (which in turn shall notify the Company) of the percentage amount in which it is no longer the beneficial owner of Obligations owing of the Company to such LenderBank. To the extent of such percentage amount, the Agents Agent (and the Borrowers Company) will treat such Lender’s Bank's IRS Form W-8BEN 1001 as no longer valid. (c) If any Lender Bank claiming exemption from U.S. United States withholding tax by filing IRS Form W-8ECI 4224 with the Agents Agent sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations owing of the Company to such LenderBank, such Lender Bank agrees to undertake sole responsibility for complying with notify the withholding tax requirements imposed by Sections 1441 and 1442 Agent (which in turn shall notify the Company) of the Codepercentage amount in which it is no longer the beneficial owner of Obligations of the Company to such Bank. To the extent of such percentage amount, the Agent (and the Company) will treat such Bank's Form 4224 as no longer valid. (d) If any Lender Bank is entitled to a reduction in the applicable withholding tax, the Administrative Agent, the Collateral Agent or any Borrower, as appropriate, may withhold from any interest payment to such Lender Bank an amount equivalent to the applicable withholding tax after taking into account such reduction. If the forms or other documentation required by clause subsection (a) preceding of this Section are not delivered to the Agents and XxxxxAgent, then the applicable Agent or any Borrower, as appropriate, may withhold from any interest payment to such Lender Bank not providing such forms or other documentation an amount equivalent to the applicable withholding taxtax (without taking into account such reduction). (e) If the IRS or any other Governmental Authority of the U.S. United States or other jurisdiction asserts a claim that an the Agent or any Borrower did not properly withhold tax from amounts paid to or for the account of any Lender Bank (because the appropriate form was not delivered, was not properly executed, or because such Lender Bank failed to notify the Agents or any Borrower Agent of a change in circumstances that which rendered the exemption from, or reduction of, withholding tax ineffective, or for any other reason) such Lender Bank shall indemnify each of the Agents and any Borrower Agent fully for all amounts paid, directly or indirectly, by any of them the Agent as tax or otherwise, including penalties and interest, and including any taxes imposed by any jurisdiction on the amounts payable to either of the Agents or the Borrowers Agent under this Section 14.10Section, together with all costs and expenses (including Attorney Costs). The obligation of the Lenders Banks under this clause (e) subsection shall survive the payment of all Obligations and the resignation or replacement of either the Agent.

Withholding Tax. (a) If any Lender Bank is a “"foreign corporation, partnership, partnership or trust” " within the meaning of the Code and such Lender Bank claims exemption from, or a reduction of, U.S. withholding tax under Sections 1441 or 1442 of the Code, such Lender Bank agrees with and in favor of the AgentsAdministrative Agent, to deliver to the Agents and XxxxxAdministrative Agent: (i) if such Lender Bank claims an exemption from, or a reduction of, withholding tax under a U.S. United States tax treaty, two properly completed and executed copies of IRS Form W-8BEN 1001 before the payment of any interest in the first calendar year and before the payment of any interest in each third succeeding calendar year during which interest may be paid under this Agreement (and thereafter as reasonably requested by the Administrative Agent, the Collateral Agent or Xxxxx, but only if such Lender is then lawfully permitted to do so)Agreement; (ii) if such Lender Bank claims that interest paid under this Agreement is exempt from U.S. United States withholding tax because it is effectively connected with a U.S. United States trade or business of such LenderBank, two properly completed and executed copies of IRS Form W-8ECI 4224 before the payment of any interest is due in the first taxable year of such Lender Bank and in each succeeding taxable year of such Bank during which interest may be paid under this Agreement (and thereafter as reasonably requested by the Administrative Agent, the Collateral Agent or Xxxxx, but only if such Lender is then lawfully permitted to do so)Agreement, and IRS Form W-9; and46. (iii) such other form or forms as may be required under the Code or other laws of the U.S. United States as a condition to exemption from, or reduction of, U.S. United States withholding tax. Such Lender Bank agrees to promptly notify the Agents and Xxxxx Administrative Agent of any change in circumstances that which would modify or render invalid any claimed exemption or reduction. (b) If any Lender Bank claims exemption from, or reduction of, withholding tax under a U.S. United States tax treaty by providing IRS Form W-8BEN 1001 and such Lender Bank sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations owing of the Borrower to such LenderBank, such Lender Bank agrees to notify the Agents and Xxxxx Administrative Agent of the percentage amount in which it is no longer the beneficial owner of Obligations owing of the Borrower to such LenderBank. To the extent of such percentage amount, the Agents and the Borrowers Administrative Agent will treat such Lender’s Bank's IRS Form W-8BEN 1001 as no longer valid. (c) If any Lender Bank claiming exemption from U.S. United States withholding tax by filing IRS Form W-8ECI 4224 with the Agents Administrative Agent sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations owing of the Borrower to such LenderBank, such Lender Bank agrees to undertake sole responsibility for complying with the withholding tax requirements imposed by Sections 1441 and 1442 of the Code. (d) If any Lender Bank is entitled to a reduction in the applicable withholding tax, the Administrative Agent, the Collateral Agent or any Borrower, as appropriate, may withhold from any interest payment to such Lender Bank an amount equivalent to the applicable withholding tax after taking into account such reduction. If However, if the forms or other documentation required by clause subsection (a) preceding of this Section are not delivered to the Agents and XxxxxAdministrative Agent, then the applicable Administrative Agent or any Borrower, as appropriate, may withhold from any interest payment to such Lender Bank not providing such forms or other documentation an amount equivalent to the applicable withholding taxtax imposed by Sections 1441 and 1442 of the Code, without reduction. (e) If the IRS or any other Governmental Authority of the U.S. United States or other jurisdiction asserts a claim that an the Administrative Agent or any Borrower did not properly withhold tax from amounts paid to or for the account of any Lender Bank (because the appropriate form was not delivered, delivered or was not properly executed, or because such Lender Bank failed to notify the Agents or any Borrower Administrative Agent of a change in circumstances that which rendered the exemption from, or reduction of, withholding tax ineffective, or for any other reason) such Lender Bank shall indemnify each of the Agents and any Borrower Administrative Agent fully for all amounts paid, directly or indirectly, by any of them the Administrative Agent as tax or otherwise, including penalties and interest, and including any taxes imposed by any jurisdiction on the amounts payable to either of the Agents or the Borrowers Administrative Agent under this Section 14.10Section, together with all costs and expenses (including Attorney Costs). The obligation of the Lenders Banks under this clause (e) subsection shall survive the payment of all Obligations and the resignation or replacement of either the Administrative Agent.

Withholding Tax. (a) If any Lender Bank is a “foreign corporation, partnership, partnership or trust” within the meaning of the Code and such Lender claims Bank is entitled to claim exemption from, or a reduction of, U.S. United States withholding tax under Sections 1441 or 1442 of the Code, such Lender Bank agrees with and in favor of the AgentsAgent and Borrower, to deliver to the Agents Agent and XxxxxBorrower: (i) if such Lender Bank claims an exemption from, or a reduction of, withholding tax under a U.S. United States tax treaty, two properly completed and executed IRS Form W-8BEN before the payment of any interest in the first calendar year and before the payment of any interest in each third succeeding calendar year during which interest may be paid under this Agreement (and thereafter as reasonably requested by the Administrative Agent, the Collateral Agent or Xxxxx, but only if such Lender is then lawfully permitted to do so)Agreement; (ii) if such Lender Bank claims that interest paid under this Agreement is exempt from U.S. United States withholding tax because it is effectively connected with a U.S. United States trade or business of such LenderBank, two (2) properly completed and executed copies of IRS Form W-8ECI before the payment of any interest is due in the first taxable year of such Lender Bank and in each succeeding taxable year of such Bank during which interest may be paid under this Agreement (and thereafter as reasonably requested by the Administrative Agent, the Collateral Agent or Xxxxx, but only if such Lender is then lawfully permitted to do so), and IRS Form W-9; andAgreement; (iii) such other form or forms as may be required under the Code or other laws of the U.S. United States as a condition to exemption from, or reduction of, U.S. United States withholding tax; and (iv) in the case of any Bank claiming exemption from United States withholding tax under Sections 871(b) or 881(c) of the Code, with respect to payments of “Portfolio Interest,” a Form W-8BEN, or any subsequent versions thereof or successors thereto, and if Bank delivers a Form W-8BEN, a certificate representing that such Bank is not a bank for purposes of Section 881(c) of the Code, is not a ten percent (10%) shareholder (within the meaning of Section 871(h)(3)(b) of the Code) of Borrower, and is not a controlled foreign corporation related to Borrower (within the meaning of Section 864(d)(4) of the Code). Such Lender Each such certificate and form shall be properly completed and duly executed by such Bank claiming complete exemption from or a reduced rate of United States withholding tax on payments by Borrower under the Credit Documents. Each Bank agrees to promptly notify the Agents Agent and Xxxxx Borrower of any change in circumstances that which would modify or render invalid any claimed exemption or reduction. (b) If any Lender Bank claims exemption from, or reduction of, withholding tax under a U.S. United States tax treaty by providing IRS Form W-8BEN W-8BEN, and such Lender Bank sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations owing of Borrower to such LenderBank, such Lender Bank agrees to notify the Agents Agent and Xxxxx Borrower of the percentage amount in which it is no longer the beneficial owner of Obligations owing of Borrower to such LenderBank. To the extent of such percentage amount, the Agents and the Borrowers Agent will treat such LenderBank’s IRS Form W-8BEN as no longer valid. (c) If any Lender Bank claiming exemption from U.S. United States withholding tax by filing IRS Form W-8ECI with the Agents Agent sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations owing of Borrower to such LenderBank, such Lender Bank agrees to undertake sole responsibility for complying with the withholding tax requirements imposed by Sections 1441 and 1442 of the Code. (d) If any Lender Bank is entitled to a reduction in the applicable withholding tax, the Administrative Agent, the Collateral Agent or any Borrower, as appropriate, may withhold from any interest payment to such Lender Bank an amount equivalent to the applicable withholding tax after taking into account such reduction. If the forms or other documentation required by clause (a§18.11(a) preceding above are not delivered to the Agents and XxxxxAgent, then the applicable Agent or any Borrower, as appropriate, may withhold from any interest payment to such Lender Bank not providing such forms or other documentation an amount equivalent to the applicable withholding tax. (e) If the IRS or any other Governmental Authority of the U.S. United States or other jurisdiction asserts a claim that an Agent or any Borrower did not properly withhold tax from amounts paid to or for the account of any Lender Bank (because the appropriate form was not delivered, was not properly executed, or because such Lender Bank failed to notify the Agents Agent or any Borrower of a change in circumstances that which rendered the exemption from, or reduction of, withholding tax ineffective, or for any other reason) such Lender Bank shall indemnify each of the Agents Agent and any Borrower fully for all amounts paid, directly or indirectly, by any of them Agent or Borrower as tax or otherwise, including penalties and interest, and including any taxes imposed by any jurisdiction on the amounts payable to either of the Agents Agent or the Borrowers Borrower under this Section 14.10§16.10, together with all costs and expenses (including Attorney Costsreasonable attorneys’ fees and legal expenses). The obligation of the Lenders Banks under this clause subsection (e) shall survive the payment of all Obligations and the resignation or replacement of either Agent.

Withholding Tax. (a) If any Lender Bank is a “"foreign corporation, partnership, partnership or trust” " within the meaning of the Code and such Lender Bank claims exemption from, or a reduction of, U.S. withholding tax under Sections 1441 or 1442 of the Code, such Lender Bank agrees with and in favor of the AgentsDocumentation Agent, to deliver to the Agents and XxxxxDocumentation Agent: (i) if such Lender Bank claims an exemption from, or a reduction of, withholding tax under a U.S. United States tax treaty, two (2) properly completed and executed originals of IRS Form W-8BEN 1001 ("Form 1001") before the payment of any interest in the first calendar year and before the payment of any interest in each third succeeding calendar year during which interest may be paid under this Agreement (and thereafter as reasonably requested by the Administrative Agent, the Collateral Agent or Xxxxx, but only if such Lender is then lawfully permitted to do so)Agreement; (ii) if such Lender Bank claims that interest paid under this Agreement is exempt from U.S. United States withholding tax because it is effectively connected with a U.S. United States trade or business of such LenderBank, two (2) properly completed and executed copies originals of IRS Form W-8ECI 4224 ("Form 4224") before the payment of any interest is due in the first taxable year of such Lender Bank and in each succeeding taxable year of such Bank during which interest may be paid under this Agreement (and thereafter as reasonably requested by the Administrative Agent, the Collateral Agent or Xxxxx, but only if such Lender is then lawfully permitted to do so), and IRS Form W-9Agreement; and (iii) such other form or forms as may be required under the Code or other laws of the U.S. United States as a condition to exemption from, or reduction of, U.S. United States withholding tax. Such Lender Bank agrees to promptly notify the Agents and Xxxxx Documentation Agent of any change in circumstances that which would modify or render invalid any claimed exemption or reduction. (b) If any Lender Bank claims exemption from, or reduction of, withholding tax under a U.S. United States tax treaty by providing IRS Form W-8BEN 1001 and such Lender Bank sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations owing of the Company to such LenderBank, such Lender Bank agrees to notify the Agents and Xxxxx Documentation Agent of the percentage amount in which it is no longer the beneficial owner of Obligations owing of the Company to such LenderBank. To the extent of such percentage amount, the Agents and the Borrowers Documentation Agent will treat such Lender’s IRS Bank's Form W-8BEN 1001 as no longer valid. (c) If any Lender Bank claiming exemption from U.S. United States withholding tax by filing IRS Form W-8ECI 4224 with the Agents Documentation Agent sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations owing of the Company to such Lender70 Bank, such Lender Bank agrees to undertake sole responsibility for complying with the withholding tax requirements imposed by Sections 1441 and 1442 of the Code. (d) If any Lender is entitled to a reduction in the applicable withholding tax, the Administrative Agent, the Collateral Agent or any Borrower, as appropriate, may withhold from any interest payment to such Lender an amount equivalent to the applicable withholding tax after taking into account such reduction. If the forms or other documentation required by clause (a) preceding are not delivered to the Agents and Xxxxx, then the applicable Agent or any Borrower, as appropriate, may withhold from any interest payment to such Lender not providing such forms or other documentation an amount equivalent to the applicable withholding tax. (e) If the IRS or any other Governmental Authority of the U.S. or other jurisdiction asserts a claim that an Agent or any Borrower did not properly withhold tax from amounts paid to or for the account of any Lender (because the appropriate form was not delivered, was not properly executed, or because such Lender failed to notify the Agents or any Borrower of a change in circumstances that rendered the exemption from, or reduction of, withholding tax ineffective, or for any other reason) such Lender shall indemnify each of the Agents and any Borrower fully for all amounts paid, directly or indirectly, by any of them as tax or otherwise, including penalties and interest, and including any taxes imposed by any jurisdiction on the amounts payable to either of the Agents or the Borrowers under this Section 14.10, together with all costs and expenses (including Attorney Costs). The obligation of the Lenders under this clause (e) shall survive the payment of all Obligations and the resignation or replacement of either Agent.

Withholding Tax. (a) If any Lender is a “"foreign corporation, partnership, partnership or trust” " within the meaning of the Code and such Lender claims exemption from, or a reduction of, U.S. withholding tax under Sections 1441 or 1442 of the Code, or if any Lender claims exemption from U.S. withholding tax under Sections 871(h) or 881(c) of the Code with respect to payments of "portfolio interest," such Lender agrees with and in favor of the AgentsAgent, to deliver to the Agents and XxxxxAgent: (i) if such Lender claims an exemption from, or a reduction of, withholding tax under a U.S. United States tax treaty, two properly completed and executed copies of IRS Form W-8BEN 1001 before the payment of any interest or fees in the first calendar 76. 84 year and before the payment of any interest or fees in each third succeeding calendar year during which interest or fees may be paid under this Agreement (and thereafter as reasonably requested by the Administrative Agent, the Collateral Agent or Xxxxx, but only if such Lender is then lawfully permitted to do so)Agreement; (ii) if such Lender claims that interest or fees paid under this Agreement is exempt from U.S. United States withholding tax because it is effectively connected with a U.S. United States trade or business of such Lender, two properly completed and executed copies of IRS Form W-8ECI 4224 before the payment of any interest or fees is due in the first taxable year of such Lender and in each succeeding taxable year of such Lender during which interest or fees may be paid under this Agreement Agreement; (and thereafter as reasonably requested by the Administrative Agent, the Collateral Agent or Xxxxx, but only iii) if such Lender claims exemption from, or a reduction of, withholding tax under Sections 871(h) or 881(c) of the Code with respect to payments of "portfolio interest," a Form W-8, or any subsequent versions thereof or successors thereto (and if such Lender delivers a Form W-8, a certificate representing that such Lender is then lawfully permitted 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 Company and is not a controlled foreign corporation related to do sothe Company (within the meaning of Section 864(d)(4) of the Code), and IRS Form W-9) on or before the date it becomes a party to this Agreement; and (iiiiv) such other form or forms as may be required under the Code or other laws of the U.S. United States as a condition to exemption from, or reduction of, U.S. United States withholding tax. Such Lender agrees to promptly notify the Agents and Xxxxx Agent of any change in circumstances that which would modify or render invalid any claimed exemption or reduction. (b) If any Lender claims exemption from, or reduction of, withholding tax under a U.S. United States tax treaty by providing IRS Form W-8BEN 1001 and such Lender sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations of Holdings and the Company owing to such Lender, such Lender agrees to notify the Agents and Xxxxx Agent of the percentage amount in which it is no longer the beneficial owner of Obligations of the Company owing to such Lender. To the extent of such percentage amount, the Agents and the Borrowers Agent will treat such Lender’s 's IRS Form W-8BEN 1001 as no longer valid. (c) If any Lender claiming exemption from U.S. United States withholding tax by filing IRS Form W-8ECI 4224 with the Agents Agent sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations of the Company owing to such Lender, such Lender agrees to undertake sole responsibility for complying with the withholding tax requirements imposed by Sections 1441 and 1442 of the Code. (d) If any Lender is entitled to a reduction in the applicable withholding tax, the Administrative Agent, the Collateral Agent or any Borrower, as appropriate, may withhold from any interest payment to such Lender an amount equivalent to the applicable withholding tax after taking into account such reduction. If However, if the forms or other documentation required by clause subsection (a) preceding of this Section are not delivered to the Agents and XxxxxAgent, then the applicable Agent or any Borrower, as appropriate, may withhold from any interest payment to such Lender not providing such forms or other documentation an amount equivalent to the applicable withholding tax. (e) If the IRS or any other Governmental Authority of the U.S. or other jurisdiction asserts a claim that an Agent or any Borrower did not properly withhold tax from amounts paid to or for the account of any Lender (because the appropriate form was not delivered, was not properly executed, or because such Lender failed to notify the Agents or any Borrower of a change in circumstances that rendered the exemption from, or reduction of, withholding tax ineffective, or for any other reason) such Lender shall indemnify each of the Agents and any Borrower fully for all amounts paid, directly or indirectly, by any of them as tax or otherwise, including penalties and interest, and including any taxes imposed by any jurisdiction on the amounts payable to either of the Agents or the Borrowers under this Section 14.10, together with all costs and expenses (including Attorney Costs). The obligation of the Lenders under this clause (e) shall survive the payment of all Obligations and the resignation or replacement of either Agent.forms

Withholding Tax. (ai) If any Lender is a “"foreign corporation, partnership, partnership or trust” " within the meaning of the Code and such Lender claims exemption from, or a reduction of, U.S. withholding tax under Sections 1441 or 1442 of the Code, such Lender agrees with and in favor of the AgentsAgent, to deliver to the Agents and XxxxxAgent: (i1) if such Lender claims an exemption from, or a reduction of, withholding tax under a U.S. United States tax treaty, two properly completed IRS Forms I 00 I and executed IRS Form W-8BEN W-8 before the payment of any interest in the first calendar year and before the payment of any interest in each third succeeding calendar year during which interest may be paid under this Agreement (and thereafter as reasonably requested by the Administrative Agent, the Collateral Agent or Xxxxx, but only if such Lender is then lawfully permitted to do so)Agreement; (ii2) if such Lender claims that interest paid under this Agreement is exempt from U.S. United States withholding tax because it is effectively connected with a U.S. United States trade or business of such Lender, two properly completed and executed copies of IRS Form W-8ECI 4224 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 (and thereafter as reasonably requested by the Administrative Agent, the Collateral Agent or Xxxxx, but only if such Lender is then lawfully permitted to do so)Agreement, and IRS Form W-9; and; (iii3) such other form or forms as may be required under the Code or other laws of the U.S. United States as a condition to exemption from, or reduction of, U.S. United States withholding tax; and (4) in the case of any Lender claiming exemption from U.S. Withholding Tax under Section 871 (b) or 881 (c) of the Code, with respect to payments of "Portfolio Interest", a Form W-8, or any subsequent versions thereof or successors thereto and if the Lender delivers a Form W-8, a certificate representing that such Lender is not a bank for purposes of Section 881 (c) of the Code, is not a ten percent (10%) shareholder (within the meaning of Section 871 (h)(3)(b) of the Code) of the Borrower thereof, and is not a controlled foreign corporation related to the Borrower (within the meaning of Section 864(d)(4) of the Code). Each such certificate and form shall be properly completed and duly executed by such Lender claiming complete exemption from a reduced rate of U.S. Withholding Tax on payments by the Borrower under this Agreement and other Loan Documents. Such Lender agrees to promptly notify the Agents and Xxxxx Agent of any change in circumstances that which would modify or render invalid any claimed exemption or reduction. (bii) If any Lender claims exemption from, or reduction of, withholding tax under a U.S. United States tax treaty by providing IRS Form W-8BEN I 00 I and such Lender sells, assigns, grants a participation in, or otherwise transfers all or part of the Lender Obligations owing of the Borrower to such Lender, such Lender agrees to notify the Agents and Xxxxx Agent of the percentage amount in which it is no longer the beneficial owner of Lender Obligations owing of the Borrower to such such-Lender. To the extent of such percentage amount, the Agents and the Borrowers Agent will treat such Lender’s 's IRS Form W-8BEN I 00 I as no longer valid. (ciii) If any Lender claiming exemption from U.S. United States withholding tax by filing IRS Form W-8ECI 4224 with the Agents Agent, sells, assigns, grants a participation in, or otherwise transfers all or part of the Lender Obligations owing of the Borrower to such Lender, such Lender agrees to undertake sole responsibility for complying with the withholding tax requirements imposed by Sections 1441 and 1442 of the Code. (div) If any Lender is entitled to a reduction in the applicable withholding tax, the Administrative Agent, the Collateral Agent or any Borrower, as appropriate, may withhold withhold. from any interest payment to such Lender an amount equivalent to the applicable withholding tax after taking into account such reduction. If the forms or other documentation required by clause subsection (a) preceding of this ss. 19.7 are not delivered to the Agents and XxxxxAgent, then the applicable Agent or any Borrower, as appropriate, may withhold from any interest payment to such Lender not providing such forms or other documentation an amount equivalent to the applicable withholding tax. (ev) If the IRS or any other Governmental Authority of the U.S. United States or other jurisdiction asserts a claim that an the Agent or any Borrower did not properly withhold tax from amounts paid to or for the account of any Lender (because the appropriate form was not delivered, was not properly executed, or because such Lender failed to notify the Agents or any Borrower Agent of a change in circumstances that which rendered the exemption from, or reduction of, withholding tax ineffective, or for any other reason) such Lender shall indemnify each of the Agents and any Borrower Agent fully for all amounts paid, directly or indirectly, by any of them the Agent as tax or otherwise, including penalties and interest, and including any taxes imposed by any jurisdiction on the amounts payable to either of the Agents or the Borrowers Agent under this Section 14.10, Article 14 together with all costs and expenses (including Attorney Costsreasonable attorney's fees and legal expenses). The obligation of the Lenders under this clause subsection (e) shall survive the payment of all Lender Obligations and the resignation or replacement of either the Agent.

Withholding Tax. (a) If any Lender is a “foreign corporation, partnership, partnership or trust” within the meaning of the Code and such Lender claims is entitled to claim exemption from, or a reduction of, U.S. United States withholding tax under Sections 1441 or 1442 of the Code, such Lender agrees with and in favor of the AgentsAgent and Borrower, to deliver to the Agents Agent and XxxxxBorrower: (i) if such Lender claims an exemption from, or a reduction of, withholding tax under a U.S. United States tax treaty, two properly completed and executed IRS Form W-8BEN W‑8BEN before the payment of any interest in the first calendar year and before the payment of any interest in each third succeeding calendar year during which interest may be paid under this Agreement (and thereafter as reasonably requested by the Administrative Agent, the Collateral Agent or Xxxxx, but only if such Lender is then lawfully permitted to do so)Agreement; (ii) if such Lender claims that interest paid under this Agreement is exempt from U.S. United States withholding tax because it is effectively connected with a U.S. United States trade or business of such Lender, two (2) properly completed and executed copies of IRS Form W-8ECI W‑8ECI 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 (and thereafter as reasonably requested by the Administrative Agent, the Collateral Agent or Xxxxx, but only if such Lender is then lawfully permitted to do so), and IRS Form W-9; andAgreement; (iii) such other form or forms as may be required under the Code or other laws of the U.S. United States as a condition to exemption from, or reduction of, U.S. United States withholding tax; and (iv) in the case of any Lender claiming exemption from United States withholding tax under Sections 871(b) or 881(c) of the Code, with respect to payments of “Portfolio Interest,” a Form W‑8BEN, or any subsequent versions thereof or successors thereto, and if the Lender delivers a Form W‑8BEN, a certificate representing that such Lender is not a bank for purposes of Section 881(c) of the Code, is not a ten percent (10%) shareholder (within the meaning of Section 871(h)(3)(b) of the Code) of Borrower, and is not a controlled foreign corporation related to Borrower (within the meaning of Section 864(d)(4) of the Code). Such Each such certificate and form shall be properly completed and duly executed by such Lender claiming complete exemption from or a reduced rate of United States withholding tax on payments by Borrower under the Loan Documents. Each Lender agrees to promptly notify the Agents Agent and Xxxxx Borrower of any change in circumstances that which would modify or render invalid any claimed exemption or reduction. (b) If any Lender claims exemption from, or reduction of, withholding tax under a U.S. United States tax treaty by providing IRS Form W-8BEN W‑8BEN, and such Lender sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations owing of Borrower and the other Loan Parties to such Lender, such Lender agrees to notify the Agents Agent and Xxxxx Borrower of the percentage amount in which it is no longer the beneficial owner of Obligations owing of Borrower to such Lender. To the extent of such percentage amount, the Agents and the Borrowers Agent will treat such Lender’s IRS Form W-8BEN W‑8BEN as no longer valid. (c) If any Lender claiming exemption from U.S. United States withholding tax by filing IRS Form W-8ECI W‑8ECI with the Agents Agent sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations owing of Borrower to such Lender, such Lender agrees to undertake sole responsibility for complying with the withholding tax requirements imposed by Sections 1441 and 1442 of the Code. (d) If any Lender is entitled to a reduction in the applicable withholding tax, the Administrative Agent, the Collateral Agent or any Borrower, as appropriate, may withhold from any interest payment to such Lender an amount equivalent to the applicable withholding tax after taking into account such reduction. If the forms or other documentation required by clause (a§18.11(a) preceding above are not delivered to the Agents and XxxxxAgent, then the applicable Agent or any Borrower, as appropriate, may withhold from any interest payment to such Lender not providing such forms or other documentation an amount equivalent to the applicable withholding tax. (e) If the IRS or any other Governmental Authority of the U.S. United States or other jurisdiction asserts a claim that an Agent or any Borrower did not properly withhold tax from amounts paid to or for the account of any Lender (because the appropriate form was not delivered, was not properly executed, or because such Lender failed to notify the Agents Agent or any Borrower of a change in circumstances that which rendered the exemption from, or reduction of, withholding tax ineffective, or for any other reason) such Lender shall indemnify each of the Agents Agent and any Borrower fully for all amounts paid, directly or indirectly, by any of them Agent or Borrower as tax or otherwise, including penalties and interest, and including any taxes imposed by any jurisdiction on the amounts payable to either of the Agents Agent or the Borrowers Borrower under this Section 14.10§18.11, together with all costs and expenses (including Attorney Costsreasonable attorneys’ fees and legal expenses). The obligation of the Lenders under this clause subsection (e) shall survive the payment of all Obligations and the resignation or replacement of either Agent.

Withholding Tax. (a) If any Lender Bank is a “"foreign corporation, partnership, partnership or trust” " within the meaning of the Code and such Lender Bank claims exemption from, or a reduction of, U.S. withholding tax under Sections 1441 or 1442 of the Code, such Lender Bank agrees with and in favor of the AgentsAgent, to deliver to the Agents and XxxxxAgent: (i) if such Lender Bank claims an exemption from, or a reduction of, withholding tax under a U.S. United States tax treaty, two properly completed and executed copies of IRS Form W-8BEN or W-8ECI before the payment of any interest in the first calendar year and before the payment of any interest in each third succeeding calendar year during which interest may be paid under this Agreement (and thereafter as reasonably requested by the Administrative Agent, the Collateral Agent or Xxxxx, but only if such Lender is then lawfully permitted to do so)Agreement; (ii) if such Lender Bank claims that interest paid under this Agreement is exempt from U.S. United States withholding tax because it is effectively connected with a U.S. United States trade or business of such LenderBank, two properly completed and executed copies of IRS Form W-8BEN or W-8ECI before the payment of any interest is due in the first taxable year of such Lender Bank and in each succeeding taxable year of such Bank during which interest may be paid under this Agreement (and thereafter as reasonably requested by the Administrative Agent, the Collateral Agent or Xxxxx, but only if such Lender is then lawfully permitted to do so), and IRS Form W-9Agreement; and (iii) such other form or forms (including, without limitation, Form W-8 or W-9) as may be required under the Code or other laws of the U.S. United States as a condition to exemption from, or reduction of, U.S. United States withholding tax. Such Lender Bank agrees to promptly notify the Agents and Xxxxx Agent of any change in circumstances that which would modify or render invalid any claimed exemption or reduction. (b) If any Lender Bank claims exemption from, or reduction of, withholding tax under a U.S. United States tax treaty by providing IRS Form W-8BEN or W-8ECI and such Lender Bank sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations owing of the Company to such LenderBank, such Lender Bank agrees to notify the Agents and Xxxxx Agent of the percentage amount in which it is no longer the beneficial owner of Obligations owing of the Company to such LenderBank. To the extent of such percentage amount, the Agents and the Borrowers Agent will treat such Lender’s Bank's IRS Form W-8BEN or W-8ECI as no longer valid. (c) If any Lender Bank claiming exemption from U.S. United States withholding tax by filing IRS Form W-8ECI W-8BEN or W8ECI with the Agents Agent sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations owing of the Company to such LenderBank, such Lender Bank agrees to undertake sole responsibility for complying with the withholding tax requirements imposed by Sections 1441 and 1442 of the Code. (d) If any Lender Bank is entitled to a reduction in the applicable withholding tax, the Administrative Agent, the Collateral Agent or any Borrower, as appropriate, may withhold from any interest payment to such Lender Bank an amount equivalent to the applicable withholding tax after taking into account such reduction. If However, if the forms or other documentation required by clause subsection (a) preceding of this Section are not delivered to the Agents and XxxxxAgent, then the applicable Agent or any Borrower, as appropriate, may withhold from any interest payment to such Lender Bank not providing such forms or other documentation an amount equivalent to the applicable withholding taxtax imposed by Sections 1441 and 1442 of the Code, without reduction. (e) If the IRS or any other Governmental Authority of the U.S. United States or other jurisdiction asserts a claim that an the Agent or any Borrower did not properly withhold tax from amounts paid to or for the account of any Lender Bank (because the appropriate form was not delivered, delivered or was not properly executed, or because such Lender Bank failed to notify the Agents or any Borrower Agent of a change in circumstances that which rendered the exemption from, or reduction of, withholding tax ineffective, or for any other reason) such Lender Bank shall indemnify each of the Agents and any Borrower Agent fully for all amounts paid, directly or indirectly, by any of them the Agent as tax or otherwise, including penalties and interest, and including any taxes imposed by any jurisdiction on the amounts payable to either of the Agents or the Borrowers Agent under this Section 14.10Section, together with all costs and expenses (including Attorney Costs). The obligation of the Lenders Banks under this clause (e) subsection shall survive the payment of all Obligations and the resignation or replacement of either the Agent.

Withholding Tax. (a) If any Lender Bank is a “"foreign corporation, partnership, partnership or trust” " within the meaning of the Code and such Lender Bank claims exemption from, or a reduction of, U.S. withholding tax under Sections 1441 or 1442 of the Code, such Lender Bank agrees with and in favor of the AgentsAdministrative Agent, to deliver to the Agents and XxxxxAdministrative Agent: (i) if such Lender Bank claims an exemption from, or a reduction of, withholding tax under a U.S. United States tax treaty, two properly completed IRS Forms 1001 and executed IRS Form W-8BEN W8 before the payment of any interest in the first calendar year and before the payment of any interest in each third succeeding calendar year during which interest may be paid under this Agreement (and thereafter as reasonably requested by the Administrative Agent, the Collateral Agent or Xxxxx, but only if such Lender is then lawfully permitted to do so)Agreement; (ii) if such Lender Bank claims that interest paid under this Agreement is exempt from U.S. United States withholding tax because it is effectively connected with a U.S. United States trade or business of such LenderBank, two properly completed and executed copies of IRS Form W-8ECI 4224 before the payment of any interest is due in the first taxable year of such Lender Bank and in each succeeding taxable year of such Bank during which interest may be paid under this Agreement (and thereafter as reasonably requested by the Administrative Agent, the Collateral Agent or Xxxxx, but only if such Lender is then lawfully permitted to do so)Agreement, and IRS Form W-9W9; and (iii) such other form or forms as may be required under the Code or other laws of the U.S. United States as a condition to exemption from, or reduction of, U.S. United States withholding tax. Such Lender Bank agrees to promptly notify the Agents and Xxxxx Administrative Agent of any change in circumstances that which would modify or render invalid any claimed exemption or reduction. (b) If any Lender Bank claims exemption from, or reduction of, withholding tax under a U.S. United States tax treaty by providing IRS Form W-8BEN 1001 and such Lender Bank sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations owing of any Borrower to such LenderBank, such Lender Bank agrees to notify the Agents and Xxxxx Administrative Agent of the percentage amount in which it is no longer the beneficial owner of Obligations owing of any Borrower to such LenderBank. To the extent of such percentage amount, the Agents and the Borrowers Administrative Agent will treat such Lender’s Bank's IRS Form W-8BEN 1001 as no longer valid. (c) If any Lender Bank claiming exemption from U.S. United States withholding tax by filing IRS Form W-8ECI 4224 with the Agents Administrative Agent sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations owing of any Borrower to such LenderBank, such Lender Bank agrees to undertake sole responsibility for complying with the withholding tax requirements imposed by Sections 1441 and 1442 of the Code. (d) If any Lender Bank is entitled to a reduction in the applicable withholding tax, the Administrative Agent, the Collateral Agent or any Borrower, as appropriate, may withhold from any interest payment to such Lender Bank an amount equivalent to the applicable withholding tax after taking into account such reduction. If the forms or other documentation required by clause subsection (a) preceding of this Section are not delivered to the Agents and XxxxxAdministrative Agent, then the applicable Administrative Agent or any Borrower, as appropriate, may withhold from any interest payment to such Lender Bank not providing such forms or other documentation an amount equivalent to the applicable withholding tax. (e) If the IRS or any other Governmental Authority of the U.S. United States or other jurisdiction asserts a claim that an the Administrative Agent or any Borrower did not properly withhold tax from amounts paid to or for the account of any Lender Bank (because the appropriate form was not delivered, was not properly executed, or because such Lender Bank failed to notify the Agents or any Borrower Administrative Agent of a change in circumstances that which rendered the exemption from, or reduction of, withholding tax ineffective, or for any other reason) such Lender Bank shall indemnify each of the Agents and any Borrower Administrative Agent fully for all amounts paid, directly or indirectly, by any of them the Administrative Agent as tax or otherwise, including penalties and interest, and including any taxes imposed by any jurisdiction on the amounts payable to either of the Agents or the Borrowers Administrative Agent under this Section 14.10Section, together with all costs and expenses (including Attorney Costs). The obligation of the Lenders Banks under this clause (e) subsection shall survive the payment of all Obligations and the resignation or replacement of either the Administrative Agent.

Withholding Tax. (a) If any Lender Bank is a “"foreign corporation, partnership, partnership or trust” " within the meaning of the Code and such Lender Bank claims exemption from, or a reduction of, U.S. withholding tax under Sections 1441 or 1442 of the Code, such Lender Bank agrees with and in favor of the AgentsAdministrative Agent, to deliver to the Agents Administrative Agent and Xxxxxthe Company: (i) if such Lender Bank claims an exemption from, or a reduction of, withholding tax under a U.S. United States tax treaty, two properly completed IRS Forms 1001 and executed IRS Form W-8BEN W-8 before the payment of any interest in the first calendar year and before the payment of any interest in each third succeeding calendar year during which interest may be paid under this Agreement (and thereafter as reasonably requested by the Administrative Agent, the Collateral Agent or Xxxxx, but only if such Lender is then lawfully permitted to do so)Agreement; (ii) if such Lender Bank claims that interest paid under this Agreement is exempt from U.S. United States withholding tax because it is effectively connected with a U.S. United States trade or business of such LenderBank, two properly completed and executed copies of IRS Form W-8ECI 4224 before the payment of any interest is due in the first taxable year of such Lender Bank and in each succeeding taxable year of such Bank during which interest may be paid under this Agreement (and thereafter as reasonably requested by the Administrative Agent, the Collateral Agent or Xxxxx, but only if such Lender is then lawfully permitted to do so)Agreement, and IRS Form W-9; and (iii) such other form or forms as may be required under the Code or other laws of the U.S. United States as a condition to exemption from, or reduction of, U.S. United States withholding tax. Such Lender Bank agrees to promptly notify the Agents and Xxxxx Administrative Agent of any change in circumstances that which would modify or render invalid any claimed exemption or reduction. (b) If any Lender Bank claims exemption from, or reduction of, withholding tax under a U.S. United States tax treaty by providing IRS Form W-8BEN 1001 and such Lender Bank sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations owing of the Company to such Lenderbank in accordance with Section 10.6, such Lender Bank agrees to notify the Agents and Xxxxx Administrative Agent of the percentage amount in which it is no longer the beneficial owner of Obligations owing of the Company to such LenderBank. To the extent of such percentage amount, the Agents and the Borrowers Administrative Agent will treat such Lender’s Bank's IRS Form W-8BEN 1001 as no longer valid. (c) If any Lender Bank claiming exemption from U.S. United States withholding tax by filing IRS Form W-8ECI 4224 with the Agents Administrative Agent sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations owing of the Company to such LenderBank in accordance with Section 10.6, such Lender Bank agrees to undertake sole responsibility for complying with the withholding tax requirements imposed by Sections 1441 and 1442 of the Code. (d) If any Lender Bank is entitled to a reduction in the applicable withholding tax, the Administrative Agent, the Collateral Agent or any Borrower, as appropriate, may withhold from any interest payment to such Lender Bank an amount equivalent to the applicable withholding tax after taking into account such reduction. If the forms or other documentation required by clause subsection (a) preceding of this Section are not delivered to the Agents and XxxxxAdministrative Agent, then the applicable Administrative Agent or any Borrower, as appropriate, may withhold from any interest payment to such Lender Bank not providing such forms or other documentation an amount equivalent to the applicable withholding tax. (e) If the IRS or any other Governmental Authority of the U.S. United States or other jurisdiction asserts a claim that an the Administrative Agent or any Borrower did not properly withhold tax from amounts paid to or for the account of any Lender Bank (because the appropriate form was not delivered, was not properly executed, or because such Lender Bank failed to notify the Agents or any Borrower Administrative Agent of a change in circumstances that which rendered the exemption from, or reduction of, withholding tax ineffective, or for any other reason) such Lender Bank shall indemnify each of the Agents and any Borrower Administrative Agent fully for all amounts paid, directly or indirectly, by any of them the Administrative Agent as tax or otherwise, including penalties and interest, and including any taxes imposed by any jurisdiction on the amounts payable to either of the Agents or the Borrowers Administrative Agent under this Section 14.10Section, together with all costs and expenses (including Attorney Costs). The obligation of the Lenders Banks under this clause (e) subsection shall survive the payment of all Obligations and the resignation or replacement of either the Administrative Agent.

Withholding Tax. (a) If any Lender Bank is a “"foreign corporation, partnership, partnership or trust” " within the meaning of the Code and such Lender Bank claims exemption from, or a reduction of, U.S. withholding tax under Sections SECTIONs 1441 or 1442 of the Code, such Lender Bank agrees with and in favor of the AgentsAdministrative Agent, to deliver to the Agents and XxxxxAdministrative Agent: (i) if such Lender Bank claims an exemption from, or a reduction of, withholding tax under a U.S. United States tax treaty, two properly completed and executed copies of IRS Form W-8BEN Forms 1001 and W-8 before the payment of any interest in the first calendar year and before the payment of any interest in each third succeeding calendar year during which interest may be paid under this Agreement (and thereafter as reasonably requested by the Administrative Agent, the Collateral Agent or Xxxxx, but only if such Lender is then lawfully permitted to do so); Agreement; (ii) if such Lender Bank claims that interest paid under this Agreement is exempt from U.S. United States withholding tax because it is effectively connected with a U.S. United States trade or business of such LenderBank, two properly completed and executed copies of IRS Form W-8ECI 4224 before the payment of any interest is due in the first taxable year of such Lender Bank and in each succeeding taxable year of such Bank during which interest may be paid under this Agreement (and thereafter as reasonably requested by the Administrative Agent, the Collateral Agent or Xxxxx, but only if such Lender is then lawfully permitted to do so)Agreement, and IRS Form W-9; and and (iii) such other form or forms as may be required under the Code or other laws of the U.S. United States as a condition to exemption from, or reduction of, U.S. United States withholding tax. Such Lender Bank agrees to promptly notify the Agents and Xxxxx Administrative Agent of any change in circumstances that which would modify or render invalid any claimed exemption or reduction. (b) If any Lender Bank claims exemption from, or reduction of, withholding tax under a U.S. United States tax treaty by providing IRS Form W-8BEN 1001 and such Lender Bank sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations owing of the Company to such LenderBank, such Lender Bank agrees to notify the Agents and Xxxxx Administrative Agent of the percentage amount in which it is no longer the beneficial owner of Obligations owing of the Company to such LenderBank. To the extent of such percentage amount, the Agents and the Borrowers Administrative Agent will treat such Lender’s Bank's IRS Form W-8BEN 1001 as no longer valid. (c) If any Lender Bank claiming exemption from U.S. United States withholding tax by filing IRS Form W-8ECI 4224 with the Agents Administrative Agent sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations owing of the Company to such LenderBank, such Lender Bank agrees to undertake sole responsibility for complying with the withholding tax requirements imposed by Sections SECTIONs 1441 and 1442 of the Code. (d) If any Lender Bank is entitled to a reduction in the applicable withholding tax, the Administrative Agent, the Collateral Agent or any Borrower, as appropriate, may withhold from any interest payment to such Lender Bank an amount equivalent to the applicable withholding tax after taking into account such reduction. If the forms or other documentation required by clause subsection (a) preceding of this SECTION are not delivered to the Agents and XxxxxAdministrative Agent, then the applicable Administrative Agent or any Borrower, as appropriate, may withhold from any interest payment to such Lender Bank not providing such forms or other documentation an amount equivalent to the applicable withholding taxtax imposed by SECTIONs 1441 and 1442 of the Code, without reduction. (e) If the IRS or any other Governmental Authority of the U.S. United States or other jurisdiction asserts a claim that an the Administrative Agent or any Borrower did not properly withhold tax from amounts paid to or for the account of any Lender Bank (because the appropriate form was not delivered, delivered or was not properly executed, or because such Lender Bank failed to notify the Agents or any Borrower Administrative Agent of a change in circumstances that which rendered the exemption from, or reduction of, withholding tax ineffective, or for any other reason) such Lender Bank shall indemnify each of the Agents and any Borrower Administrative Agent fully for all amounts paid, directly or indirectly, by any of them the Administrative Agent as tax or otherwise, including penalties and interest, and including any taxes imposed by any jurisdiction on the amounts payable to either of the Agents or the Borrowers Administrative Agent under this Section 14.10SECTION, together with all costs and expenses (including Attorney Costs). The obligation of the Lenders Banks under this clause (e) subsection shall survive the payment of all Obligations and the resignation or replacement of either the Administrative Agent.

Withholding Tax. To the extent that it is legally entitled to do so, each Lender that is not a United States Person (aas such term is defined in Section 7701(a)(30) If any Lender is a “foreign corporation, partnership, or trust” within the meaning of the Code and such Internal Revenue Code) for U.S. federal income tax purposes (a "NON-U.S. LENDER") shall deliver to Administrative Agent for transmission to Company, on or prior to the Closing Date (in the case of each Lender claims exemption from, listed on the signature pages hereof on the Closing Date) or a reduction of, U.S. withholding tax under Sections 1441 on or 1442 prior to the date of the CodeAssignment Agreement pursuant to which it becomes a Lender (in the case of each other Lender), such Lender agrees with and in favor of the Agents, to deliver on or prior to the Agents date on which it designates a new lending office and Xxxxx: at such other times as may be necessary in the determination of Company or Administrative Agent (each in the reasonable exercise of its discretion), (i) if such Lender claims an exemption fromtwo original copies of Internal Revenue Service Form W-8BEN or W-8ECI (or any successor forms), or a reduction of, withholding tax under a U.S. tax treaty, two properly completed and duly executed IRS Form W-8BEN before by such Lender, and such other documentation required under the payment of any interest in the first calendar year during which interest may be paid under this Agreement (Internal Revenue Code and thereafter as reasonably requested by the Administrative Agent, the Collateral Agent or Xxxxx, but only if Company to establish that such Lender is then lawfully permitted not subject to do so); deduction or withholding of United States federal income tax with respect to any payments to such Lender of principal, interest, fees or other amounts payable under any of the Credit Documents, or (ii) if such Lender claims that interest paid under this Agreement is exempt from U.S. withholding tax because it is effectively connected with not a U.S. trade "bank" or business other Person described in Section 881(c)(3) of the Internal Revenue Code and cannot deliver either Internal Revenue Service Form W-8BEN or W-8ECI pursuant to clause (i) above, a Certificate re Non-Bank Status in the form of Exhibit F, properly completed and duly executed by such Lender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company to establish that such Lender is not subject to deduction or withholding of United States federal income tax with respect to any payments to such Lender of interest payable under any of the Credit Documents. Each Lender required to deliver any forms, certificates or other evidence with respect to United States federal income tax withholding matters pursuant to this Section 2.22(d) hereby agrees, from time to time after the initial delivery by such Lender of such forms, certificates or other evidence, whenever a lapse in time or change in circumstances renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Lender, to the extent it is legally entitled to do so, shall promptly deliver to Administrative Agent for transmission to Company two new original copies of Internal Revenue Service Form W-8BEN or W-8ECI or a Certificate re Non-Bank Status, as the case may be, properly completed and duly executed copies of IRS Form W-8ECI before by such Lender, and such other documentation required under the payment of any interest is due in the first taxable year of such Lender during which interest may be paid under this Agreement (Internal Revenue Code and thereafter as reasonably requested by the Administrative Agent, the Collateral Agent Company to confirm or Xxxxx, but only if establish that such Lender is then lawfully permitted not subject to do so), and IRS Form W-9; and (iii) such other form deduction or forms as may be required under the Code or other laws withholding of the U.S. as a condition United States federal income tax with respect to exemption from, or reduction of, U.S. withholding tax. Such Lender agrees to promptly notify the Agents and Xxxxx of any change in circumstances that would modify or render invalid any claimed exemption or reduction. (b) If any Lender claims exemption from, or reduction of, withholding tax under a U.S. tax treaty by providing IRS Form W-8BEN and such Lender sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations owing to such Lender, such Lender agrees to notify the Agents and Xxxxx of the percentage amount in which it is no longer the beneficial owner of Obligations owing to such Lender. To the extent of such percentage amount, the Agents and the Borrowers will treat such Lender’s IRS Form W-8BEN as no longer valid. (c) If any Lender claiming exemption from U.S. withholding tax by filing IRS Form W-8ECI with the Agents sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations owing to such Lender, such Lender agrees to undertake sole responsibility for complying with the withholding tax requirements imposed by Sections 1441 and 1442 of the Code. (d) If any Lender is entitled to a reduction in the applicable withholding tax, the Administrative Agent, the Collateral Agent or any Borrower, as appropriate, may withhold from any interest payment payments to such Lender an amount equivalent under the Credit Documents, or notify Administrative Agent and Company of its inability to the applicable withholding tax after taking into account deliver any such reduction. If the forms forms, certificates or other documentation required by clause (a) preceding are not delivered to the Agents and Xxxxx, then the applicable Agent or any Borrower, as appropriate, may withhold from any interest payment to such Lender not providing such forms or other documentation an amount equivalent to the applicable withholding taxevidence. (e) If the IRS or any other Governmental Authority of the U.S. or other jurisdiction asserts a claim that an Agent or any Borrower did not properly withhold tax from amounts paid to or for the account of any Lender (because the appropriate form was not delivered, was not properly executed, or because such Lender failed to notify the Agents or any Borrower of a change in circumstances that rendered the exemption from, or reduction of, withholding tax ineffective, or for any other reason) such Lender shall indemnify each of the Agents and any Borrower fully for all amounts paid, directly or indirectly, by any of them as tax or otherwise, including penalties and interest, and including any taxes imposed by any jurisdiction on the amounts payable to either of the Agents or the Borrowers under this Section 14.10, together with all costs and expenses (including Attorney Costs). The obligation of the Lenders under this clause (e) shall survive the payment of all Obligations and the resignation or replacement of either Agent.

Withholding Tax. (a) 20.20.1 If any Lender is a “foreign corporation, partnership, partnership or trust” within the meaning of the Code and such Lender claims exemption from, or a reduction of, U.S. withholding tax under Sections 1441 or 1442 of the Code, such Lender agrees with and in favor of the AgentsAgent, to deliver to the Agents and XxxxxAgent: (ia) if such Lender claims an exemption from, or a reduction of, withholding tax under a U.S. United States tax treaty, two properly completed and executed IRS Forms 1098 W8-BEN or Form W-8BEN 1098 W8-ECI before the payment of any interest in the first calendar year and before the payment of any interest in each third succeeding calendar year during which interest may be paid under this Agreement (and thereafter as reasonably requested by the Administrative Agent, the Collateral Agent or Xxxxx, but only if such Lender is then lawfully permitted to do so)Agreement; (iib) if such Lender claims that interest paid under this Agreement is exempt from U.S. United States withholding tax because it is effectively connected with a U.S. United States trade or business of such Lender, two (2) properly completed and executed copies of IRS Form W-8ECI 4224 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 (and thereafter as reasonably requested by the Administrative Agent, the Collateral Agent or Xxxxx, but only if such Lender is then lawfully permitted to do so)Agreement, and IRS Form W-9; and; (iiic) such other form or forms as may be required under the Code or other laws Laws of the U.S. United States as a condition to exemption from, or reduction of, U.S. United States withholding tax; and (d) in the case of any Lender claiming exemption from U.S. Withholding Tax under Section 871(b) or 881(c) of the Code, with respect to payments of “Portfolio Interest”, a Form W-8, or any subsequent versions thereof or successors thereto and if the Lender delivers a Form W-8, a certificate representing that such Lender is not a bank for purposes of Section 881(c) of the Code, is not a ten percent (10%) shareholder (within the meaning of Section 871(h)(3)(b) of the Code) of Borrower, and is not a controlled foreign corporation related to Borrower (within the meaning of Section 864(d)(4) of the Code). Such Each such certificate and form shall be properly completed and duly executed by such Lender claiming complete exemption from a reduced rate of U.S. Withholding Tax on payments by Borrower under this Agreement and other Loan Documents. Each Lender agrees to promptly notify the Agents and Xxxxx Agent of any change in circumstances that which would modify or render invalid any claimed exemption or reduction. (b) 20.20.2 If any Lender claims exemption from, or reduction of, withholding tax under a U.S. United States tax treaty by providing IRS Form W-8BEN 1098 W8-BEN or Form 1098 W8-ECI and such Lender sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations owing of Borrower to such Lender, such Lender agrees to notify the Agents and Xxxxx Agent of the percentage amount in which it is no longer the beneficial owner of Obligations owing of Borrower to such Lender. To the extent of such percentage amount, the Agents and the Borrowers Agent will treat such Lender’s IRS Form W-8BEN 1098 W8-BEN or Form 1098 W8-ECI as no longer valid. (c) 20.20.3 If any Lender claiming exemption from U.S. United States withholding tax by filing IRS Form W-8ECI 4224 with the Agents Agent sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations owing of Borrower to such Lender, such Lender agrees to undertake sole responsibility for complying with the withholding tax requirements imposed by Sections 1441 and 1442 of the Code. (d) 20.20.4 If any Lender is entitled to a reduction in the applicable withholding tax, the Administrative Agent, the Collateral Agent or any Borrower, as appropriate, may withhold from any interest payment to such Lender an amount equivalent to the applicable withholding tax after taking into account such reduction. If the forms or other documentation required by clause (a) preceding above Section 20.20.1 are not delivered to the Agents and XxxxxAgent, then the applicable Agent or any Borrower, as appropriate, may withhold from any interest payment to such Lender not providing such forms or other documentation an amount equivalent to the applicable withholding tax. (e) 20.20.5 If the IRS or any other Governmental Authority of the U.S. United States or other jurisdiction asserts a claim that an Agent or any Borrower did not properly withhold tax from amounts paid to or for the account of any Lender (because the appropriate form was not delivered, was not properly executed, or because such Lender failed to notify the Agents or any Borrower Agent of a change in circumstances that which rendered the exemption from, or reduction of, withholding tax ineffective, or for any other reason) such Lender shall indemnify each of the Agents and any Borrower Agent fully for all amounts paid, directly or indirectly, by any of them Agent as tax or otherwise, including penalties and interest, and including any taxes imposed by any jurisdiction on the amounts payable to either of the Agents or the Borrowers Agent under this Section 14.1020.20, together with all costs and expenses (including Attorney Costsreasonable attorney’s fees and legal expenses). The obligation of the Lenders under this clause (e) Section 20.20.5 shall survive the payment of all Obligations and the resignation or replacement of either Agent. 20.20.6 The indemnity provision of Section 20.20.5 above may be suspended or waived by Agent with respect to any Lender at its sole election (“Non-Indemnitor Lender”). In addition to any other rights of offset contained in this Agreement or under any applicable Law, or so long as a Non-Indemnitor Lender is a Lender, in the event that any amounts would otherwise be covered by an indemnity under Section 20.20.5 of this Agreement from a Non-Indemnitor Lender, such as U.S. Withholding Tax due and payable and any penalties or interest with respect thereto and fees and expenses of collection, then in such event, Agent shall be authorized to offset any such amounts against the amounts payable to a Non-Indemnitor Lender hereunder until otherwise indemnified amounts are fully paid. The right of offset contained herein shall be in addition to and shall not limit or otherwise waive or diminish any right or remedy that Agent may have against a Non-Indemnitor Lender under any applicable Law.

Withholding Tax. (a) If any Lender Bank is a “"foreign corporation, partnership, partnership or trust” " within the meaning of the Code and such Lender Bank claims exemption from, or a reduction of, U.S. withholding tax under Sections 1441 or 1442 of the Code, such Lender Bank agrees with and in favor of the AgentsAdministrative Agent and the Company, to deliver to the Agents and XxxxxAdministrative Agent: (i) if such Lender Bank claims an exemption from, or a reduction of, withholding tax under a U.S. United States tax treaty, two properly completed IRS Forms 1001 and executed IRS Form W-8BEN W-8 before the payment of any interest in the first calendar year and before the payment of any interest in each third succeeding calendar year during which interest may be paid under this Agreement (and thereafter as reasonably requested by the Administrative Agent, the Collateral Agent or Xxxxx, but only if such Lender is then lawfully permitted to do so)Agreement; (ii) if such Lender Bank claims that interest paid under this Agreement is exempt from U.S. United States withholding tax because it is effectively connected with a U.S. United States trade or business of such LenderBank, two properly completed and executed copies of IRS Form W-8ECI 4224 before the payment of any interest is due in the first taxable year of such Lender Bank and in each succeeding taxable year of such Bank during which interest may be paid under this Agreement (and thereafter as reasonably requested by the Administrative Agent, the Collateral Agent or Xxxxx, but only if such Lender is then lawfully permitted to do so)Agreement, and IRS Form W-9; and (iii) such other form or forms as may be required under the Code or other laws of the U.S. United States as a condition to exemption from, or reduction of, U.S. United States withholding tax. Such Lender Bank agrees to promptly notify the Agents Administrative Agent and Xxxxx the Company of any change in circumstances that which would modify or render invalid any claimed exemption or reduction. (b) If any Lender Bank claims exemption from, or reduction of, withholding tax under a U.S. United States tax treaty by providing IRS Form W-8BEN 1001 and such Lender Bank sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations owing of the Company to such LenderBank, such Lender Bank agrees to notify the Agents Administrative Agent and Xxxxx the Company of the percentage amount in which it is no longer the beneficial owner of Obligations owing of the Company to such LenderBank. To the extent of such percentage amount, the Agents and the Borrowers Administrative Agent will treat such Lender’s Bank's IRS Form W-8BEN 1001 as no longer valid. (c) If any Lender Bank claiming exemption from U.S. United States withholding tax by filing IRS Form W-8ECI 4224 with the Agents Administrative Agent sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations owing of the Company to such LenderBank, such Lender Bank agrees to undertake sole responsibility for complying with the withholding tax requirements imposed by Sections 1441 and 1442 of the Code. (d) If any Lender Bank is entitled to a reduction in the applicable withholding tax, the Administrative Agent, the Collateral Agent or any Borrower, as appropriate, may withhold from any interest payment to such Lender Bank an amount equivalent to the applicable withholding tax after taking into account such reduction. If the forms or other documentation required by clause subsection (a) preceding of this Section are not delivered to the Agents and XxxxxAdministrative Agent, then the applicable Administrative Agent or any Borrower, as appropriate, may withhold from any interest payment to such Lender Bank not providing such forms or other documentation an amount equivalent to the applicable withholding tax. (e) If the IRS or any other Governmental Authority of the U.S. United States or other jurisdiction asserts a claim that an the Administrative Agent or any Borrower did not properly withhold tax from amounts paid to or for the account of any Lender Bank (because the appropriate form was not delivered, was not properly executed, or because such Lender Bank failed to notify the Agents or any Borrower Administrative Agent of a change in circumstances that which rendered the exemption from, or reduction of, withholding tax ineffective, or for any other reason) such Lender Bank shall indemnify each of the Agents and any Borrower Administrative Agent fully for all amounts paid, directly or indirectly, by any of them the Administrative Agent as tax or otherwise, including penalties and interest, and including any taxes imposed by any jurisdiction on the amounts payable to either of the Agents or the Borrowers Administrative Agent under this Section 14.10Section, together with all costs and expenses (including Attorney Costs). The obligation of the Lenders Banks under this clause (e) subsection shall survive the payment of all Obligations and the resignation or replacement of either the Administrative Agent.. ARTICLE XI

Withholding Tax. (a) If any Lender is a “"foreign corporation, partnership, partnership or trust” " within the meaning of the Code and such Lender claims may claim exemption from, or a reduction of, U.S. withholding tax under Sections 1441 or 1442 of the Code, such Lender agrees with and in favor of the AgentsAgent, to deliver to the Agents and XxxxxAgent: (i) if such Lender claims may claim an exemption from, or a reduction of, withholding tax under a U.S. United States of America tax treaty, two properly completed IRS Forms W-8BEN and executed IRS Form W-8BEN W-8ECI before the payment of any interest in the first calendar year and before the payment of any interest in each third succeeding calendar year during which interest may be paid under this Agreement (and thereafter as reasonably requested by the Administrative Agent, the Collateral Agent or Xxxxx, but only if such Lender is then lawfully permitted to do so)Agreement; (ii) if such Lender claims may claim that interest paid under this Agreement is exempt from U.S. United States of America withholding tax because it is effectively connected with a U.S. United States of America trade or business of such Lender, two properly completed and executed copies of IRS Form W-8ECI 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 (and thereafter as reasonably requested by the Administrative Agent, the Collateral Agent or Xxxxx, but only if such Lender is then lawfully permitted to do so)Agreement, and IRS Form W-9; and (iii) such other form or forms as may be required under the Code or other laws of the U.S. United States of America as a condition to exemption from, or reduction of, U.S. United States of America withholding tax. If such Lender claims an exemption from withholding tax pursuant to its portfolio interest exception (a) a statement of the Lender that it is not a (i) a "bank" as described in Section 881(c)(3)(A) of the Code, (ii) a 10% shareholder (within the meaning of Section 881(c)(3)(B) of the Code) or (iii) a controlled foreign corporation described in Section 881(c)(3)(C) of the Code and (b) a properly completed Form W-8BEN. Such Lender agrees to promptly notify the Agents and Xxxxx Agent of any change in circumstances that which would modify or render invalid any claimed exemption or reduction. (b) If any Lender claims exemption from, or reduction of, withholding tax under a U.S. United States of America tax treaty by providing IRS Form W-8BEN and such Lender sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations owing to such Lender, such Lender agrees to notify the Agents and Xxxxx Agent of the percentage amount in which it is no longer the beneficial owner of Obligations owing of the Borrowers to such Lender. To the extent of such percentage amount, the Agents and the Borrowers Agent will treat such Lender’s 's IRS Form W-8BEN as no longer valid. (c) If any Lender claiming exemption from U.S. United States of America withholding tax by filing IRS Form W-8ECI with the Agents Agent sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations owing to such Lender, such Lender agrees to undertake sole responsibility for complying with the withholding tax requirements imposed by Sections 1441 and 1442 of the Code. (d) If any Lender is entitled to a reduction in the applicable withholding tax, the Administrative Agent, the Collateral Agent or any Borrower, as appropriate, may shall withhold from any interest payment to such Lender an amount equivalent to the applicable withholding tax after taking into account such reduction. If the forms or other documentation required by clause subsection (a) preceding of this Section are not delivered to the Agents and XxxxxAgent, then the applicable Agent or any Borrower, as appropriate, may withhold from any interest payment to such Lender not providing such forms or other documentation an amount equivalent to the applicable withholding tax. (e) If the IRS or any other Governmental Authority of the U.S. United States of America or other jurisdiction asserts a claim that an the Agent or any Borrower did not properly withhold tax from amounts paid to or for the account of any Lender (because the appropriate form was not delivered, was not properly executed, or because such Lender failed to notify the Agents or any Borrower Agent of a change in circumstances that which rendered the exemption from, or reduction of, withholding tax ineffective, or for any other reason) such Lender shall indemnify each of the Agents and any Borrower Agent fully for all amounts paid, directly or indirectly, by any of them the Agent as tax or otherwise, including penalties and interest, and including any taxes imposed by any jurisdiction on the amounts payable to either of the Agents or the Borrowers Agent under this Section 14.10Section, together with all costs and expenses (including Attorney Costs). The obligation of the Lenders under this clause (e) subsection shall survive the payment of all Obligations and the resignation or replacement of either the Agent. (f) Each Person that shall become an Assignee or Participant of a Lender shall, upon the effectiveness of the related transfer, be required to provide all of the forms and statements required pursuant to this Section 12.10 to the extent applicable to such Assignee or Participant.

Withholding Tax. (a) If any Lender Any Bank that is a “"foreign corporation, partnership, or trust” " within the meaning of the Internal Revenue Code and such Lender claims exemption from, or a reduction of, U.S. withholding tax under Sections 1441 or 1442 of the Code, such Lender agrees with and in favor of the Agents, to shall deliver to the Agents Agent and Xxxxx: (i) if such Lender claims an exemption fromthe Borrower on or prior to the date of its execution and delivery of this Agreement in the case of each Bank listed on the signature pages hereof, and on or prior to the date on which it becomes a reduction ofBank in the case of each other Bank, withholding tax under a U.S. tax treaty, two properly completed and executed IRS Form W-8BEN before the payment of any interest or fees in the first each third succeeding calendar year during which interest or fees may be paid under this Agreement (and thereafter as reasonably requested by the Administrative AgentAgreement, the Collateral Agent or Xxxxx, but only if before such Lender is then lawfully permitted to do so);form expires or becomes obsolete: (iii) if such Lender claims that interest paid under this Agreement is exempt from U.S. withholding tax because it is effectively connected with a U.S. trade or business of such Lender, two properly completed and executed copies of IRS Form W-8ECI before 1001 (or successor form), certifying that such Bank is entitled to benefits under an income tax treaty to which the payment United States is a party which completely exempts such Bank from United States withholding tax on payments of any interest is due in for the first taxable year account of such Lender during which interest may be paid Bank under this Agreement or the Revolving Notes; (ii) two properly completed and thereafter as reasonably requested by the Administrative Agent, the Collateral Agent executed copies of IRS Form 4224 (or Xxxxx, but only if such Lender is then lawfully permitted to do sosuccessor form), certifying that income receivable by such Bank pursuant to this Agreement or the Revolving Notes is effectively connected with the conduct of such Bank's trade or business in the United States and IRS Form W-9such income is completely exempt from United States withholding tax; andor (iii) such other form or forms as may be required under the Internal Revenue Code or other laws of the U.S. United States as a condition to complete exemption from, or reduction of, U.S. withholding tax. Such Lender Each Bank agrees promptly to promptly notify the Agents and Xxxxx Agent of any change in circumstances that which would modify or render invalid any claimed exemption or reductionexemption. (b) If any Lender Bank claims exemption from, or reduction of, from withholding tax under a U.S. United States tax treaty by providing IRS Form W-8BEN 1001 (or successor form) and such Lender Bank sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations Loans owing to such LenderBank, such Lender Bank agrees to notify the Agents and Xxxxx Agent of the percentage amount in as to which it is no longer the beneficial owner of Obligations owing to such LenderLoans. To the extent of such percentage amount, the Agents and the Borrowers Agent will treat such Lender’s Bank's IRS Form W-8BEN 1001 (or successor form) as no longer valid. (c) If any Lender Bank claiming exemption from U.S. United States withholding tax by filing IRS Form W-8ECI 4224 (or successor form) with the Agents Agent sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations Loans owing to such LenderBank, such Lender Bank agrees to undertake sole responsibility for complying with the withholding tax requirements imposed by Sections 1441 and 1442 of the Internal Revenue Code. (d) If any Lender is entitled the forms or other documentation required by Subsection 9.05(a) are not timely delivered to a reduction in the applicable withholding tax, the Administrative Agent, then the Collateral Agent or any Borrower, as appropriate, may withhold from any interest payment to such Lender an amount equivalent to the applicable withholding tax after taking into account such reduction. If the forms or other documentation required by clause (a) preceding are not delivered to the Agents and Xxxxx, then the applicable Agent or any Borrower, as appropriate, may withhold from any interest payment to such Lender Bank not providing such forms or other documentation an amount equivalent to the applicable withholding taxtax imposed by Section 1441 and 1442 of the Internal Revenue Code. (e) If the IRS or any other Governmental Authority governmental authority of the U.S. United States or other jurisdiction asserts a claim that an the Agent or any Borrower did not properly withhold tax from amounts paid to or for the account of any Lender Bank (because the appropriate form was not delivered, delivered or was not properly executed, or because such Lender Bank failed to notify the Agents or any Borrower Agent of a change in circumstances that which rendered the exemption from, or reduction of, from withholding tax ineffective, or for any other reason) such Lender Bank shall indemnify each of the Agents and any Borrower Agent fully for all amounts paid, directly or indirectly, by any of them the Agent as tax or otherwise, including penalties and interest, and including any taxes imposed by any jurisdiction on the amounts payable to either of the Agents or the Borrowers Agent under this Section 14.10Section, together with all costs and expenses (including Attorney Costsattorneys' fees). The obligation obligations of the Lenders Banks under this clause (e) Subsection shall survive the termination of the Commitments, the termination or expiration of all letters of credit now or hereafter issued hereunder, the payment of all Obligations other Loans hereunder and the resignation or replacement of either the Agent.

Withholding Tax. (a) If any Term Lender or U.S. Revolving Credit Lender is a “foreign corporation, partnership, partnership or trust” within the meaning of the Code and such Lender claims exemption from, or a reduction of, U.S. withholding tax under Sections 1441 or 1442 of the Code, such Lender agrees with and in favor of the AgentsAdministrative Agent, to deliver to the Agents and XxxxxAdministrative Agent: (i) if such Lender claims an exemption from, or a reduction of, withholding tax under a U.S. United States tax treaty, two properly completed and executed IRS Form W-8BEN (or any successor forms) before the payment of any interest in the first calendar year and before the payment of any interest in each third succeeding calendar year during which interest may be paid under this Agreement (and thereafter as reasonably requested by the Administrative Agent, the Collateral Agent or Xxxxx, but only if such Lender is then lawfully permitted to do so)Agreement; (ii) if such Lender claims that interest paid under this Agreement is exempt from U.S. United States withholding tax because it is effectively connected with a U.S. United States trade or business of such Lender, two properly completed and executed copies of IRS Form W-8ECI (or any 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 (and thereafter as reasonably requested by the Administrative Agent, the Collateral Agent or Xxxxx, but only if such Lender is then lawfully permitted to do so), and IRS Form W-9Agreement; and (iii) such other form or forms as may be required under the Code or other laws of the U.S. United States as a condition to exemption from, or reduction of, U.S. United States withholding tax. Such Each such Lender agrees to promptly notify the Agents and Xxxxx Administrative Agent of any change in circumstances that which would modify or render invalid any claimed exemption or reduction. (b) If any Term Lender or U.S. Revolving Credit Lender claims exemption from, or reduction of, withholding tax under a U.S. United States tax treaty by providing IRS Form W-8BEN (or any successor form) and such Lender sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations owing of the Company to such Lender, such Lender agrees to notify the Agents and Xxxxx Administrative Agent of the percentage amount in which it is no longer the beneficial owner of Obligations owing of the Company to such Lender. To the extent of such percentage amount, the Agents and the Borrowers Administrative Agent will treat such Lender’s IRS Form W-8BEN (or any successor form) as no longer valid. (c) If any Term Lender or U.S. Revolving Credit Lender claiming exemption from U.S. United States withholding tax by filing IRS Form W-8ECI (or any successor form) with the Agents Administrative Agent sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations owing of the Company to such Lender, such Lender agrees to undertake sole responsibility for complying with the withholding tax requirements imposed by Sections 1441 and 1442 of the Code. (d) If any Term Lender or U.S. Revolving Credit Lender is entitled to a reduction in the applicable withholding tax, the Administrative Agent, the Collateral Agent or any Borrower, as appropriate, may withhold from any interest payment to such Lender an amount equivalent to the applicable withholding tax after taking into account such reduction. If the forms or other documentation required by clause subsection (a) preceding of this Section are not delivered to the Agents and XxxxxAdministrative Agent, then the applicable Administrative Agent or any Borrower, as appropriate, may withhold from any interest payment to such Lender not providing such forms or other documentation an amount equivalent to the applicable withholding tax. (e) If the IRS or the Canada Customs and Revenue Agency or any other Governmental Authority of the U.S. United States, Canada or any other jurisdiction asserts a claim that an Agent or any Borrower did not properly withhold tax from amounts paid to or for the account of any Lender (because the appropriate form was not delivered, delivered or was not properly executed, or because such Lender failed to notify the Agents or any Borrower applicable Agent of a change in circumstances that which rendered the exemption from, or reduction of, withholding tax ineffective, or for any other reason) such Lender shall indemnify each of the Agents and any Borrower such Agent fully for all amounts paid, directly or indirectly, by any of them such Agent as tax or otherwise, including penalties and interest, and including any taxes imposed by any jurisdiction on the amounts payable to either of the Agents or the Borrowers such Agent under this Section 14.10Section, together with all costs and expenses (including Attorney Costs). The obligation of the Lenders under this clause (e) subsection shall survive the payment of all Obligations and the resignation or replacement of either Agent.

Withholding Tax. (a) If any Lender is a “"foreign corporation, partnership, partnership or trust” " within the meaning of the Code and such Lender claims exemption from, or a reduction of, U.S. withholding tax under Sections 1441 or 1442 of the Code or if any Lender claims exemption from withholding tax pursuant to Section 871(h) or 881(c) of the Code, such Lender agrees with and in favor of the AgentsAdministrative Agent, to deliver to the Agents and XxxxxAdministrative Agent: (i) if such Lender claims an exemption from, or a reduction of, withholding tax under a U.S. United States tax treaty, two properly completed and executed IRS Form W-8BEN 1001 before the payment of any interest in the first calendar year and before the payment of any interest in each third succeeding calendar year during which interest may be paid under this Agreement (and thereafter as reasonably requested by the Administrative Agent, the Collateral Agent or Xxxxx, but only if such Lender is then lawfully permitted to do so)Agreement; (ii) if such Lender claims that interest paid under this Agreement is exempt from U.S. United States withholding tax because it is effectively connected with a U.S. United States trade or business of such Lender, two properly completed and executed copies of IRS Form W-8ECI 4224 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 (and thereafter as reasonably requested by the Administrative Agent, the Collateral Agent or Xxxxx, but only if such Lender is then lawfully permitted to do so)Agreement, and IRS Form W-9; and; (iii) in the case of any Lender that is exempt from withholding tax pursuant to Section 881(h) or 881(c) of the Code, properly completed IRS Form W-8 or any applicable successor form before the payment of any interest is due; and 91 98 (iv) such other form or forms as may be required under the Code or other laws of the U.S. United States as a condition to exemption from, or reduction of, U.S. United States withholding tax. Such Lender agrees to promptly notify the Agents and Xxxxx Administrative Agent of any change in circumstances that which would modify or render invalid any claimed exemption or reduction. (b) If any Lender claims exemption from, or reduction of, withholding tax under a U.S. United States tax treaty by providing IRS Form W-8BEN 1001 and such Lender sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations owing of the Company to such Lender, such Lender agrees to notify the Agents and Xxxxx Administrative Agent of the percentage amount in which it is no longer the beneficial owner of Obligations owing of the Company to such Lender. To the extent of such percentage amount, the Agents and the Borrowers Administrative Agent will treat such Lender’s 's IRS Form W-8BEN 1001 as no longer valid. (c) If any Lender claiming exemption from U.S. United States withholding tax by filing IRS Form W-8ECI 4224 with the Agents Administrative Agent sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations owing of the Company to such Lender, such Lender agrees to undertake sole responsibility for complying with the withholding tax requirements imposed by Sections 1441 and 1442 of the Code. (d) If any Lender is entitled to a reduction in the applicable withholding tax, the Administrative Agent, the Collateral Agent or any Borrower, as appropriate, may withhold from any interest payment to such Lender an amount equivalent to the applicable withholding tax after taking into account such reduction. If the forms or other documentation required by clause subsection (a) preceding of this Section are not delivered to the Agents and XxxxxAdministrative Agent, then the applicable Administrative Agent or any Borrower, as appropriate, may withhold from any interest payment to such Lender not providing such forms or other documentation an amount equivalent to the applicable withholding tax. (e) If the IRS or any other Governmental Authority of the U.S. United States or other jurisdiction asserts a claim that an the Administrative Agent or any Borrower did not properly withhold tax from amounts paid to or for the account of any Lender (because the appropriate form was not delivered, was not properly executed, or because such Lender failed to notify the Agents or any Borrower Administrative Agent of a change in circumstances that which rendered the exemption from, or reduction of, withholding tax ineffective, or for any other reason) such Lender shall indemnify each of the Agents and any Borrower Administrative Agent fully for all amounts paid, directly or indirectly, by any of them the Administrative Agent as tax or otherwise, including penalties and interest, and including any taxes imposed by any jurisdiction on the amounts payable to either of the Agents or the Borrowers Administrative Agent under this Section 14.10Section, together with all costs and expenses (including Attorney Costs). The obligation of the Lenders under this clause (e) subsection shall survive the payment of all Obligations and the resignation or replacement of either the Administrative Agent.

Withholding Tax. (a) If any Lender is a “"foreign corporation, partnership, partnership or trust” " within the meaning of the Code and such Lender claims exemption from, or a reduction of, U.S. withholding tax under Sections Section 1441 or 1442 of the Code, such Lender agrees with and in favor of the Agents, to deliver to the Agents and XxxxxAgent: (i) if such Lender claims an exemption from, or a reduction of, withholding tax under a U.S. United States tax treaty, two properly completed Internal Revenue Service ("IRS") Forms 1001 and executed IRS W-8 or any --- applicable successor form (including Form W-8BEN W-8BEN) before the payment of any interest in the first calendar year and before the payment of any interest in each third succeeding calendar year during which interest may be paid under this Agreement (and thereafter as reasonably requested by the Administrative Agent, the Collateral Agent or Xxxxx, but only if such Lender is then lawfully permitted to do so)Agreement; (ii) if such Lender claims that interest paid under this Agreement is exempt from U.S. United States withholding tax because it is effectively connected with a U.S. United States trade or business of such Lender, two properly completed and executed copies of IRS Form W-8ECI 4224 or any applicable successor form (including Form W-8ECI) 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 (and thereafter as reasonably requested by the Administrative Agent, the Collateral Agent or Xxxxx, but only if such Lender is then lawfully permitted to do so)Agreement, and IRS Form W-9; (iii) if such Lender is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either IRS Form 1001 or 4224 or any applicable successor form (including Form W-8BEN or W-8ECI), (A) a certificate substantially in the form of Exhibit J --------- and (B) two properly completed and signed copies of IRS Form W-8 certifying that such Lender is entitled to an exemption from United States withholding tax with respect to payments of interest to be made under this Agreement; and (iiiiv) such other form or forms as may be required under the Code or other laws of the U.S. United States as a condition to exemption from, or reduction of, U.S. United States withholding tax. Such Any such Lender agrees to promptly notify the Agents and Xxxxx Agent of any change in circumstances that which would modify or render invalid any claimed exemption or reduction. (b) If any Lender claims exemption from, or reduction of, withholding tax under a U.S. United States tax treaty by providing IRS Form W-8BEN 1001 or any applicable successor form (including Form W-8BEN) and such Lender sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations owing obligations of the Company to such Lender, such Lender agrees to notify the Agents and Xxxxx Agent of the percentage amount in which it is no longer the beneficial owner of Obligations owing to such Lenderobligations of the Company hereunder. To the extent of such percentage amount, the Agents and the Borrowers Agent will treat such Lender’s 's IRS Form W-8BEN 1001 (or applicable successor form) as no longer valid. (c) If any Lender claiming exemption from U.S. United States withholding tax by filing IRS Form W-8ECI 4224 or any applicable successor form (including Form W-8ECI) with the Agents sells, assigns, Agent grants a participation in, or otherwise transfers in all or part of the Obligations owing obligations of the Company to such LenderLender hereunder, such Lender agrees to undertake sole responsibility for complying with the withholding tax requirements imposed by Sections 1441 and 1442 of the Code. (d) If any Lender is entitled to a reduction in the applicable withholding tax, the Administrative Agent, the Collateral Agent or any Borrower, as appropriate, may withhold from any interest payment to such Lender an amount equivalent to the applicable withholding tax after taking into account such reduction. If the forms or other documentation required by clause subsection (a) preceding of this Section are not delivered to the Agents and XxxxxAgent, then the applicable -------------- Agent or any Borrower, as appropriate, may withhold from any interest payment to such Lender not providing such forms or other documentation an amount equivalent to the applicable withholding tax. (e) If the IRS or any other Governmental Authority governmental authority of the U.S. United States or any other jurisdiction asserts a claim that an the Agent or any Borrower did not properly withhold tax from amounts paid to or for the account of any Lender (because the appropriate form was not delivered, was not properly executed, or because such Lender failed to notify the Agents or any Borrower Agent of a change in circumstances that which rendered the an exemption from, or reduction of, withholding tax ineffective), or for any other reason) such Lender shall indemnify each of the Agents and any Borrower Agent fully for all amounts paid, directly or indirectly, by any of them the Agent as tax or otherwise, including penalties and interest, and including any taxes imposed by any jurisdiction on the amounts any amount payable to either of the Agents or the Borrowers Agent under this Section 14.10Section, together with all costs and expenses (including Attorney Costsreasonable fees of attorneys for the Agent (including the allocable costs of internal legal services and all disbursements of internal counsel)). The obligation obligations of the Lenders under this clause (e) subsection shall survive the payment repayment of all Obligations the Loans, cancellation of the Notes, any termination of this Agreement and the resignation or replacement of either the Agent. (f) If any Lender claims exemption from, or reduction of, withholding tax under the Code by providing IRS Form W-8 and a certificate in the form of Exhibit J and such Lender sells, assigns, grants a participation in, or --------- otherwise transfers all or part of the obligations of the Company to such Lender, such Lender agrees to notify the Agent and the Company of the percentage amount in which it is no longer the beneficial owner of obligations of the Company to such Lender. To the extent of such percentage amount, the Agent and the Company will treat such Lender's IRS Form W-8 and certificate in the form of Exhibit J as no longer valid. ---------

Withholding Tax. (a) If any Lender Bank is a “"foreign corporation, partnership, partnership or trust” " within the meaning of the Code and such Lender Bank claims exemption from, or a reduction of, U.S. withholding tax under Sections 1441 or 1442 of the Code, such Lender Bank agrees with and in favor of the AgentsAgent, to deliver to the Agents and XxxxxAgent: (i) if such Lender Bank claims an exemption from, or a reduction of, withholding tax under a U.S. United States tax treaty, two properly completed and executed IRS Forms 1098 W8-BEN or Form W-8BEN 1098 W8-ECI before the payment of any interest in the first calendar year and before the payment of any interest in each third succeeding calendar year during which interest may be paid under this Agreement (and thereafter as reasonably requested by the Administrative Agent, the Collateral Agent or Xxxxx, but only if such Lender is then lawfully permitted to do so)Agreement; (ii) if such Lender Bank claims that interest paid under this Agreement is exempt from U.S. United States withholding tax because it is effectively connected with a U.S. United States trade or business of such LenderBank, two (2) properly completed and executed copies of IRS Form W-8ECI 4224 before the payment of any interest is due in the first taxable year of such Lender Bank and in each succeeding taxable year of such Bank during which interest may be paid under this Agreement (and thereafter as reasonably requested by the Administrative Agent, the Collateral Agent or Xxxxx, but only if such Lender is then lawfully permitted to do so)Agreement, and IRS Form W-9; and; (iii) such other form or forms as may be required under the Code or other laws of the U.S. United States as a condition to exemption from, or reduction of, U.S. United States withholding tax; and (iv) in the case of any Bank claiming exemption from U.S. Withholding Tax under Section 871(b) or 881(c) of the Code, with respect to payments of "Portfolio Interest", a Form W-8, or any subsequent versions thereof or successors thereto and if the Bank delivers a Form W-8, a certificate representing that such Bank is not a bank for purposes of Section 881(c) of the Code, is not a ten percent (10%) shareholder (within the meaning of Section 871(h)(3)(b) of the Code) of Borrower, and is not a controlled foreign corporation related to Borrower (within the meaning of Section 864(d)(4) of the Code). Such Lender Each such certificate and form shall be properly completed and duly executed by such Bank claiming complete exemption from a reduced rate of U.S. Withholding Tax on payments by Borrower under this Agreement and other Loan Documents. Each Bank agrees to promptly notify the Agents and Xxxxx Agent of any change in circumstances that which would modify or render invalid any claimed exemption or reduction. (b) If any Lender Bank claims exemption from, or reduction of, withholding tax under a U.S. United States tax treaty by providing IRS Form W-8BEN 1098 W8-BEN or Form 1098 W8-ECI and such Lender Bank sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations owing of Borrower to such LenderBank, such Lender Bank agrees to notify the Agents and Xxxxx Agent of the percentage amount in which it is no longer the beneficial owner of Obligations owing of Borrower to such LenderBank. To the extent of such percentage amount, the Agents and the Borrowers Agent will treat such Lender’s Bank's IRS Form W-8BEN 1098 W8-BEN or Form 1098 W8-ECI as no longer valid. (c) If any Lender Bank claiming exemption from U.S. United States withholding tax by filing IRS Form W-8ECI 4224 with the Agents Agent sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations owing of Borrower to such LenderBank, such Lender Bank agrees to undertake sole responsibility for complying with the withholding tax requirements imposed by Sections 1441 and 1442 of the Code. (d) If any Lender Bank is entitled to a reduction in the applicable withholding tax, the Administrative Agent, the Collateral Agent or any Borrower, as appropriate, may withhold from any interest payment to such Lender Bank an amount equivalent to the applicable withholding tax after taking into account such reduction. If the forms or other documentation required by clause (ass.14.12(a) preceding above are not delivered to the Agents and XxxxxAgent, then the applicable Agent or any Borrower, as appropriate, may withhold from any interest payment to such Lender Bank not providing such forms or other documentation an amount equivalent to the applicable withholding tax. (e) If the IRS or any other Governmental Authority governmental authority of the U.S. United States or other jurisdiction asserts a claim that an the Agent or any Borrower did not properly withhold tax from amounts paid to or for the account of any Lender Bank (because the appropriate form was not delivered, was not properly executed, or because such Lender Bank failed to notify the Agents or any Borrower Agent of a change in circumstances that which rendered the exemption from, or reduction of, withholding tax ineffective, or for any other reason) such Lender Bank shall indemnify each of the Agents and any Borrower Agent fully for all amounts paid, directly or indirectly, by any of them the Agent as tax or otherwise, including penalties and interest, and including any taxes imposed by any jurisdiction on the amounts payable to either of the Agents or the Borrowers Agent under this Section 14.10ss.14.12, together with all costs and expenses (including Attorney Costsreasonable attorney's fees and legal expenses). The obligation of the Lenders Banks under this clause (e) ss.14.12 shall survive the payment of all Obligations and the resignation or replacement of either the Agent. (f) The indemnity provision of ss.14.12(e) above may be suspended or waived by the Agent with respect to any Bank at its sole election ("Non-Indemnitor Bank"). In addition to any other rights of offset contained in this Agreement or under any applicable law, or so long as a Non-Indemnitor Bank is a Bank, in the event that any amounts would otherwise be covered by an indemnity under ss.14.12(e) of this Agreement from a Non-Indemnitor Bank, such as U.S. Withholding Tax due and payable and any penalties or interest with respect thereto and fees and expenses of collection, then in such event, the Agent shall be authorized to offset any such amounts against the amounts payable to a Non-Indemnitor Bank hereunder until otherwise indemnified amounts are fully paid. The right of offset contained herein shall be in addition to and shall not limit or otherwise waive or diminish any right or remedy that the Agent may have against a Non-Indemnitor Bank under any applicable law.

Withholding Tax. (a) 20.20.1 If any Lender is a “"foreign corporation, partnership, partnership or trust” " within the meaning of the Code and such Lender claims exemption from, or a reduction of, U.S. withholding tax under Sections 1441 or 1442 of the Code, such Lender agrees with and in favor of the AgentsAgent, to deliver to the Agents and XxxxxAgent: (ia) if such Lender claims an exemption from, or a reduction of, withholding tax under a U.S. United States tax treaty, two properly completed and executed IRS Forms 1098 W8-BEN or Form W-8BEN 1098 W8-ECI before the payment of any interest in the first calendar year and before the payment of any interest in each third succeeding calendar year during which interest may be paid under this Agreement (and thereafter as reasonably requested by the Administrative Agent, the Collateral Agent or Xxxxx, but only if such Lender is then lawfully permitted to do so)Agreement; (iib) if such Lender claims that interest paid under this Agreement is exempt from U.S. United States withholding tax because it is effectively connected with a U.S. United States trade or business of such Lender, two (2) properly completed and executed copies of IRS Form W-8ECI 4224 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 (and thereafter as reasonably requested by the Administrative Agent, the Collateral Agent or Xxxxx, but only if such Lender is then lawfully permitted to do so)Agreement, and IRS Form W-9; and; (iiic) such other form or forms as may be required under the Code or other laws of the U.S. United States as a condition to exemption from, or reduction of, U.S. United States withholding tax; and (d) in the case of any Lender claiming exemption from U.S. Withholding Tax under Section 871(b) or 881(c) of the Code, with respect to payments of "Portfolio Interest", a Form W-8, or any subsequent versions thereof or successors thereto and if the Lender delivers a Form W-8, a certificate representing that such Lender is not a bank for purposes of Section 881(c) of the Code, is not a ten percent (10%) shareholder (within the meaning of Section 871(h)(3)(b) of the Code) of Borrower, and is not a controlled foreign corporation related to Borrower (within the meaning of Section 864(d)(4) of the Code). Such Each such certificate and form shall be properly completed and duly executed by such Lender claiming complete exemption from a reduced rate of U.S. Withholding Tax on payments by Borrower under this Agreement and other Loan Documents. Each Lender agrees to promptly notify the Agents and Xxxxx Agent of any change in circumstances that which would modify or render invalid any claimed exemption or reduction. (b) 20.20.2 If any Lender claims exemption from, or reduction of, withholding tax under a U.S. United States tax treaty by providing IRS Form W-8BEN 1098 W8-BEN or Form 1098 W8-ECI and such Lender sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations owing of Borrower to such Lender, such Lender agrees to notify the Agents and Xxxxx Agent of the percentage amount in which it is no longer the beneficial owner of Obligations owing of Borrower to such Lender. To the extent of such percentage amount, the Agents and the Borrowers Agent will treat such Lender’s 's IRS Form W-8BEN 1098 W8-BEN or Form 1098 W8-ECI as no longer valid. (c) 20.20.3 If any Lender claiming exemption from U.S. United States withholding tax by filing IRS Form W-8ECI 4224 with the Agents Agent sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations owing of Borrower to such Lender, such Lender agrees to undertake sole responsibility for complying with the withholding tax requirements imposed by Sections 1441 and 1442 of the Code. (d) 20.20.4 If any Lender is entitled to a reduction in the applicable withholding tax, the Administrative Agent, the Collateral Agent or any Borrower, as appropriate, may withhold from any interest payment to such Lender an amount equivalent to the applicable withholding tax after taking into account such reduction. If the forms or other documentation required by clause (a) preceding above Section 20.20.1 are not delivered to the Agents and XxxxxAgent, then the applicable Agent or any Borrower, as appropriate, may withhold from any interest payment to such Lender not providing such forms or other documentation an amount equivalent to the applicable withholding tax. (e) 20.20.5 If the IRS or any other Governmental Authority of the U.S. United States or other jurisdiction asserts a claim that an Agent or any Borrower did not properly withhold tax from amounts paid to or for the account of any Lender (because the appropriate form was not delivered, was not properly executed, or because such Lender failed to notify the Agents or any Borrower Agent of a change in circumstances that which rendered the exemption from, or reduction of, withholding tax ineffective, or for any other reason) such Lender shall indemnify each of the Agents and any Borrower Agent fully for all amounts paid, directly or indirectly, by any of them Agent as tax or otherwise, including penalties and interest, and including any taxes imposed by any jurisdiction on the amounts payable to either of the Agents or the Borrowers Agent under this Section 14.1020.20, together with all costs and expenses (including Attorney Costsreasonable attorney's fees and legal expenses). The obligation of the Lenders under this clause (e) Section 20.20.5 shall survive the payment of all Obligations and the resignation or replacement of either Agent. 20.20.6 The indemnity provision of Section 20.20.5 above may be suspended or waived by Agent with respect to any Lender at its sole election ("Non-Indemnitor Lender"). In addition to any other rights of offset contained in this Agreement or under any applicable law, or so long as a Non-Indemnitor Lender is a Lender, in the event that any amounts would otherwise be covered by an indemnity under Section 20.20.5 of this Agreement from a Non-Indemnitor Lender, such as U.S. Withholding Tax due and payable and any penalties or interest with respect thereto and fees and expenses of collection, then in such event, Agent shall be authorized to offset any such amounts against the amounts payable to a Non-Indemnitor Lender hereunder until otherwise indemnified amounts are fully paid. The right of offset contained herein shall be in addition to and shall not limit or otherwise waive or diminish any right or remedy that Agent may have against a Non-Indemnitor Lender under any applicable law.

Withholding Tax. (a) If any Lender Each Bank and Agent that is not a “foreign corporation, partnership, or trust” within the meaning United States person (as such term is defined in Section 7701(a)(30) of the Code Code) for U.S. federal income tax purposes, and such Lender claims that is entitled to exemption from, or a reduction of, U.S. withholding tax under Sections 1441 or 1442 of the CodeCode (a "Payee"), such Lender agrees with and in favor of the Agents, to shall deliver to the Agents Company and Xxxxx(in the case of a Bank) the Agent: (i) if such Lender claims Payee is entitled to an exemption from, or a reduction of, withholding tax under a U.S. United States tax treaty, two properly completed and executed IRS Form W-8BEN before the payment of any interest in the first calendar year during which interest may be paid under this Agreement (and thereafter as reasonably requested by the Administrative Agent, the Collateral Agent or Xxxxx, but only if such Lender is then lawfully permitted to do so); (ii) if such Lender claims that interest paid under this Agreement is exempt from U.S. withholding tax because it is effectively connected with a U.S. trade or business of such Lender, two properly completed and executed copies of IRS Form W-8ECI before 1001 on or prior to the payment Initial Date, and also promptly upon the obsolescence or invalidity of any such form previously delivered by such Payee; (ii) if such Payee is entitled to an exemption from United States withholding tax for interest is due in the first taxable year of such Lender during which interest may be paid under this Agreement (because it is effectively connected with a United States trade or business of such Payee, two properly completed and thereafter as reasonably requested by executed copies of IRS Form 4224 on or prior to the Administrative Agent, the Collateral Agent or Xxxxx, but only if such Lender is then lawfully permitted to do so)Initial Date, and IRS Form W-9also promptly upon the obsolescence or invalidity of any such form previously delivered by such Payee; and (iii) either IRS Form W-8 or IRS Form W-9 (as applicable) on or prior to the Initial Date, and also promptly upon the obsolescence or invalidity of any such form previously delivered by such Payee, and such other form or forms as may be required under the Code or other laws of the U.S. United States as a condition to exemption from, or reduction of, U.S. United States withholding tax. Such Lender Payee agrees to promptly notify the Agents Company and Xxxxx (in the case of a Bank) the Agent of any change in circumstances that which would modify or render invalid any claimed exemption or reduction. (b) If any Lender claims exemption from, or reduction of, withholding tax under a U.S. tax treaty by providing IRS Form W-8BEN and such Lender sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations owing to such Lender, such Lender agrees to notify the Agents and Xxxxx of the percentage amount in which it is no longer the beneficial owner of Obligations owing to such Lender. To the extent of such percentage amount, the Agents and the Borrowers will treat such Lender’s IRS Form W-8BEN as no longer valid. (c) If any Lender claiming exemption from U.S. withholding tax by filing IRS Form W-8ECI with the Agents sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations owing to such Lender, such Lender agrees to undertake sole responsibility for complying with the withholding tax requirements imposed by Sections 1441 and 1442 of the Code. (d) If any Lender is entitled to a reduction in the applicable withholding tax, the Administrative Agent, the Collateral Agent or any Borrower, as appropriate, may withhold from any interest payment to such Lender an amount equivalent to the applicable withholding tax after taking into account such reduction. If the forms or other documentation required by clause (a) preceding are not delivered to the Agents and Xxxxx, then the applicable Agent or any Borrower, as appropriate, may withhold from any interest payment to such Lender not providing such forms or other documentation an amount equivalent to the applicable withholding tax. (e) If the IRS or any other Governmental Authority of the U.S. United States or other jurisdiction asserts a claim that an the Agent or any Borrower did not properly withhold tax from amounts paid to or for the account of any Lender Bank (because the appropriate form was not delivered, delivered or was not properly executed, or because such Lender Bank failed to notify the Agents or any Borrower Agent of a change in circumstances that which rendered the exemption from, or reduction of, withholding tax ineffective, or for any other reason) such Lender Bank shall indemnify each of the Agents and any Borrower Agent fully for all amounts paid, directly or indirectly, by any of them the Agent as tax or otherwise, including penalties and interest, and including any taxes imposed by any jurisdiction on the amounts payable to either of the Agents or the Borrowers Agent under this Section 14.10Section, together with all costs and expenses (including Attorney Costs). The obligation of the Lenders Banks under this clause (e) subsection shall survive the payment of all Obligations and the resignation or replacement of either the Agent.

Withholding Tax. o Each Lender that is organized under the laws of any jurisdiction other than the United States or any state or other political subdivision thereof (afor purposes of this subsection 2.7B(iii), a "NON-US LENDER") If shall deliver to Administrative Agent for transmission to Company, on or prior to the Closing Date (in the case of each Lender listed on the signature pages hereof) or on or prior to the date of the Assignment Agreement (or with respect to a Person which becomes a Lender after the date hereof or increases its Commitment hereunder after the date hereof, the date such Person becomes a Lender or increases its Commitment, as the case may be), pursuant to which it becomes a Lender (in the case of each other Lender), and at such other times as may be necessary in the determination of Company or Administrative Agent (each in the reasonable exercise of its discretion), (1) two original copies of Internal Revenue Service Form 1001 or 4224 (or any successor forms), properly completed and duly executed by such Lender, together with any other certificate or statement of exemption required under the Internal Revenue Code or the regulations issued thereunder to establish that such Lender is a “foreign corporationnot subject to deduction or withholding of United States federal income tax with respect to any payments to such Lender of principal, partnershipinterest, fees or trust” within the meaning other amounts payable under any of the Code and such Lender claims exemption from, Loan Documents or a reduction of, U.S. withholding tax under Sections 1441 or 1442 of the Code, such Lender agrees with and in favor of the Agents, to deliver to the Agents and Xxxxx: (i2) if such Lender claims an is not a "bank" or other Person described in Section 881(c)(3) of the Internal Revenue Code and cannot deliver either Internal Revenue Service Form 1001 or 4224 pursuant to clause (1) above, a Certificate re Non-Bank Status together with two original copies of Internal Revenue Service Form W-8 (or any successor form), properly completed and duly executed by such Lender, together with any other certificate or statement of exemption fromrequired under the Internal Revenue Code or the regulations issued thereunder to establish that such Lender is not subject to deduction or withholding of United States federal income tax with respect to any payments to such Lender of interest payable under any of the Loan Documents. o Each Lender required to deliver any forms, certificates or other evidence with respect to United States federal income tax withholding matters pursuant to subsection 2.7B(iii)(a) hereby agrees, from time to time after the initial delivery by such Lender of such forms, certificates or other evidence, whenever a lapse in time or change in circumstances renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Lender shall promptly (1) deliver to Administrative Agent for transmission to Company two new original copies of Internal Revenue Service Form 1001 or 4224, or a reduction ofCertificate re Non-Bank Status and two original copies of Internal Revenue Service Form W-8, withholding tax under a U.S. tax treatyas the case may be, two properly completed and duly executed IRS Form W-8BEN before the payment by such Lender, together with any other certificate or statement of any interest exemption required in the first calendar year during which interest may be paid under this Agreement (and thereafter as reasonably requested by the Administrative Agent, the Collateral Agent order to confirm or Xxxxx, but only if establish that such Lender is then lawfully permitted not subject to do so); deduction or withholding of United States federal income tax with respect to payments to such Lender under the Loan Documents or (ii2) notify Administrative Agent and Company of its inability to deliver any such forms, certificates or other evidence. o Company shall not be required to pay any additional amount to any Non-US Lender under clause (c) of subsection 2.7B(ii) if such Lender claims shall have failed to satisfy the requirements of clause (a) or (b)(1) of this subsection 2.7B(iii); PROVIDED that interest paid under this Agreement is exempt from U.S. withholding tax because it is effectively connected with a U.S. trade or business of such Lender, two properly completed and executed copies of IRS Form W-8ECI before the payment of any interest is due in the first taxable year of such Lender during which interest may be paid under this Agreement (and thereafter as reasonably requested by the Administrative Agent, the Collateral Agent or Xxxxx, but only if such Lender is then lawfully permitted shall have satisfied the requirements of subsection 2.7B(iii)(a) on the Closing Date (in the case of each Lender listed on the signature pages hereof) or on the date of the Assignment Agreement pursuant to do sowhich it became a Lender (in the case of each other Lender) (or with respect to a Person which becomes a Lender after the date hereof or increases its Commitment hereunder after the date hereof, the date such Person becomes a Lender or increases its Commitment, as the case may be), and IRS Form W-9; and nothing in this subsection 2.7B(iii)(c) shall relieve Company of its obligation to pay any additional amounts pursuant to clause (iiic) such other form or forms as may be required under of subsection 2.7B(ii) in the Code or other laws of the U.S. event that, as a condition to exemption from, or reduction of, U.S. withholding tax. Such Lender agrees to promptly notify the Agents and Xxxxx result of any change in circumstances that would modify any applicable law, treaty or render invalid any claimed exemption governmental rule, regulation or reduction. (b) If any Lender claims exemption fromorder, or reduction ofany change in the interpretation, withholding tax under a U.S. tax treaty by providing IRS Form W-8BEN and such Lender sells, assigns, grants a participation in, administration or otherwise transfers all or part of the Obligations owing to such Lenderapplication thereof, such Lender agrees to notify the Agents and Xxxxx of the percentage amount in which it is no longer properly entitled to deliver forms, certificates or other evidence at a subsequent date establishing the beneficial owner of Obligations owing to such Lender. To the extent of such percentage amount, the Agents and the Borrowers will treat such Lender’s IRS Form W-8BEN as no longer valid. (c) If any Lender claiming exemption from U.S. withholding tax by filing IRS Form W-8ECI with the Agents sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations owing to such Lender, fact that such Lender agrees is not subject to undertake sole responsibility for complying with the withholding tax requirements imposed by Sections 1441 and 1442 of the Codeas described in subsection 2.7B(iii)(a). (d) If any Lender is entitled to a reduction in the applicable withholding tax, the Administrative Agent, the Collateral Agent or any Borrower, as appropriate, may withhold from any interest payment to such Lender an amount equivalent to the applicable withholding tax after taking into account such reduction. If the forms or other documentation required by clause (a) preceding are not delivered to the Agents and Xxxxx, then the applicable Agent or any Borrower, as appropriate, may withhold from any interest payment to such Lender not providing such forms or other documentation an amount equivalent to the applicable withholding tax. (e) If the IRS or any other Governmental Authority of the U.S. or other jurisdiction asserts a claim that an Agent or any Borrower did not properly withhold tax from amounts paid to or for the account of any Lender (because the appropriate form was not delivered, was not properly executed, or because such Lender failed to notify the Agents or any Borrower of a change in circumstances that rendered the exemption from, or reduction of, withholding tax ineffective, or for any other reason) such Lender shall indemnify each of the Agents and any Borrower fully for all amounts paid, directly or indirectly, by any of them as tax or otherwise, including penalties and interest, and including any taxes imposed by any jurisdiction on the amounts payable to either of the Agents or the Borrowers under this Section 14.10, together with all costs and expenses (including Attorney Costs). The obligation of the Lenders under this clause (e) shall survive the payment of all Obligations and the resignation or replacement of either Agent.

Withholding Tax. (a) If any Lender Bank is a “"foreign corporation, partnership, --------------- partnership or trust” " within the meaning of the Code and such Lender Bank claims exemption from, or a reduction of, U.S. withholding tax under Sections 1441 or 1442 of the Code, such Lender Bank agrees with and in favor of the AgentsAgent, to deliver to the Agents and XxxxxAgent: (i) if such Lender Bank claims an exemption from, or a reduction of, withholding tax under a U.S. United States tax treaty, two properly completed and executed copies of IRS Form W-8BEN 1001 before the payment of any interest or fees in the first calendar year and before the payment of any interest or fees in each third succeeding calendar year during which interest or fees may be paid under this Agreement (and thereafter as reasonably requested by the Administrative Agent, the Collateral Agent or Xxxxx, but only if such Lender is then lawfully permitted to do so)Agreement; (ii) if such Lender Bank claims that interest paid under this Agreement is exempt from U.S. United States withholding tax because it is effectively connected with a U.S. United States trade or business of such LenderBank, two properly completed and executed copies of IRS Form W-8ECI 4224 before the payment of any interest is or fees are due in the first taxable year of such Lender Bank and in each succeeding taxable year of such Bank during which interest or fees may be paid under this Agreement (and thereafter as reasonably requested by the Administrative Agent, the Collateral Agent or Xxxxx, but only if such Lender is then lawfully permitted to do so), and IRS Form W-9Agreement; and (iii) such other form or forms as may be required under the Code or other laws of the U.S. United States as a condition to exemption from, or reduction of, U.S. United States withholding tax. Such Lender Bank agrees to promptly notify the Agents and Xxxxx Agent of any change in circumstances that which would modify or render invalid any claimed exemption or reduction. (b) If any Lender Bank claims exemption from, or reduction of, withholding tax under a U.S. United States tax treaty by providing IRS Form W-8BEN 1001 and such Lender Bank sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations of the Company owing to such LenderBank, such Lender Bank agrees to notify the Agents and Xxxxx Agent of the percentage amount in which it is no longer the beneficial owner of Obligations owing of the Company to such LenderBank. To the extent of such percentage amount, the Agents and the Borrowers Agent will treat such Lender’s Bank's IRS Form W-8BEN 1001 as no longer valid. (c) If any Lender Bank claiming exemption from U.S. United States withholding tax by filing IRS Form W-8ECI 4224 with the Agents Agent sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations of the Company owing to such LenderBank, such Lender Bank agrees to undertake sole responsibility for complying with notify the withholding tax requirements imposed by Sections 1441 and 1442 Agent of the Codepercentage amount which it is no longer the beneficial owner of Obligations of the Company to such Bank. To the extent of such percentage amount, the Agent will treat such Bank's IRS Form 4224 as no longer valid. (d) If any Lender Bank is entitled to a reduction in the applicable withholding tax, the Administrative Agent, the Collateral Agent or any Borrower, as appropriate, may withhold from any interest payment to such Lender Bank an amount equivalent to the applicable withholding tax after taking into account such reduction. If However, if the forms or other documentation required by clause subsection (a) preceding of this Section are not delivered to the Agents and XxxxxAgent, then the applicable Agent or any Borrower, as appropriate, may withhold from any interest payment to such Lender Bank not providing such forms or other documentation an amount equivalent to the applicable withholding taxtax imposed by Sections 1441 and 1442 of the Code, without reduction. (e) If the IRS or any other Governmental Authority of the U.S. United States or other jurisdiction asserts a claim that an the Agent or any Borrower did not properly withhold tax from amounts paid to or for the account of any Lender (Bank because the appropriate form was not delivered, delivered or was not properly executed, or because such Lender Bank failed to notify the Agents or any Borrower Agent of a change in circumstances that which rendered the exemption from, or reduction of, withholding tax ineffective, or for any other reason) such Lender Bank shall indemnify each of the Agents and any Borrower Agent fully for all amounts paid, directly or indirectly, by any of them the Agent as tax or otherwise, including penalties and interest, and including any taxes imposed by any jurisdiction on the amounts payable to either of the Agents or the Borrowers Agent under this Section 14.10Section, together with all costs and expenses (including Attorney Costs). The obligation of the Lenders Banks under this clause (e) subsection shall survive the payment of all Obligations and the resignation or replacement of either the Agent.

Withholding Tax. (a) If any Lender is a “"foreign corporation, partnership, partnership or trust” " within the meaning of the Code and such Lender claims exemption from, or a reduction of, U.S. withholding tax under Sections Section 1441 or 1442 of the Code, such Lender agrees with and in favor of the Agents, to deliver to the Agents and XxxxxAgent: (i) if such Lender claims an exemption from, or a reduction of, withholding tax under a U.S. United States tax treaty, two properly completed Internal Revenue Service ("IRS") Forms 1001 and executed IRS Form W-8BEN W-8 or any applicable --- successor form before the payment of any interest in the first calendar year and before the payment of any interest in each third succeeding calendar year during which interest may be paid under this Agreement (and thereafter as reasonably requested by the Administrative Agent, the Collateral Agent or Xxxxx, but only if such Lender is then lawfully permitted to do so)Agreement; (ii) if such Lender claims that interest paid under this Agreement is exempt from U.S. United States withholding tax because it is effectively connected with a U.S. United States trade or business of such Lender, two properly completed and executed copies of IRS Form W-8ECI 4224 or any applicable successor form (including Form W-8ECI) 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 (and thereafter as reasonably requested by the Administrative Agent, the Collateral Agent or Xxxxx, but only if such Lender is then lawfully permitted to do so)Agreement, and IRS Form W-9; (iii) if such Lender is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either IRS Form 1001 or 4224 (including Form W-8BEN or Form W-8ECI) or any applicable successor form, (A) a certificate substantially in the form of Exhibit J and (B) two --------- properly completed and signed copies of IRS Form W-8 certifying that such Lender is entitled to an exemption from United States withholding tax with respect to payments of interest to be made under this Agreement; and (iiiiv) such other form or forms as may be required under the Code or other laws of the U.S. United States as a condition to exemption from, or reduction of, U.S. United States withholding tax. Such Any such Lender agrees to promptly notify the Agents and Xxxxx Agent of any change in circumstances that which would modify or render invalid any claimed exemption or reduction. (b) If any Lender claims exemption from, or reduction of, withholding tax under a U.S. United States tax treaty by providing IRS Form W-8BEN 1001 or any applicable successor form (including Form W-8BEN) and such Lender sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations owing obligations of the Company to such Lender, such Lender agrees to notify the Agents and Xxxxx Agent of the percentage amount in which it is no longer the beneficial owner of Obligations owing to such Lenderobligations of the Company hereunder. To the extent of such percentage amount, the Agents and the Borrowers Agent will treat such Lender’s 's IRS Form W-8BEN 1001 (or any applicable successor form) as no longer valid. (c) If any Lender claiming exemption from U.S. United States withholding tax by filing IRS Form W-8ECI 4224 or any applicable successor form (including Form W-8ECI) with the Agents sells, assigns, Agent grants a participation in, or otherwise transfers in all or part of the Obligations owing obligations of the Company to such LenderLender hereunder, such Lender agrees to undertake sole responsibility for complying with the withholding tax requirements imposed by Sections 1441 and 1442 of the Code. (d) If any Lender is entitled to a reduction in the applicable withholding tax, the Administrative Agent, the Collateral Agent or any Borrower, as appropriate, may withhold from any interest payment to such Lender an amount equivalent to the applicable withholding tax after taking into account such reduction. If the forms or other documentation required by clause subsection (a) preceding of -------------- this Section are not delivered to the Agents and XxxxxAgent, then the applicable Agent or any Borrower, as appropriate, may withhold from any interest payment to such Lender not providing such forms or other documentation an amount equivalent to the applicable withholding tax. (e) If the IRS or any other Governmental Authority governmental authority of the U.S. United States or any other jurisdiction asserts a claim that an the Agent or any Borrower did not properly withhold tax from amounts paid to or for the account of any Lender (because the appropriate form was not delivered, was not properly executed, or because such Lender failed to notify the Agents or any Borrower Agent of a change in circumstances that which rendered the an exemption from, or reduction of, withholding tax ineffective), or for any other reason) such Lender shall indemnify each of the Agents and any Borrower Agent fully for all amounts paid, directly or indirectly, by any of them the Agent as tax or otherwise, including penalties and interest, and including any taxes imposed by any jurisdiction on the amounts any amount payable to either of the Agents or the Borrowers Agent under this Section 14.10Section, together with all costs and expenses (including Attorney Costsreasonable fees of attorneys for the Agent (including the allocable costs of internal legal services and all disbursements of internal counsel)). The obligation obligations of the Lenders under this clause (e) subsection shall survive the payment repayment of all Obligations the Loans, cancellation of the Notes, any termination of this Agreement and the resignation or replacement of either the Agent. (f) If any Lender claims exemption from, or reduction of, withholding tax under the Code by providing IRS Form W-8 and a certificate in the form of Exhibit J and such Lender sells, assigns, grants a participation in, or --------- otherwise transfers all or part of the obligations of the Company to such Lender, such Lender agrees to notify the Agent and the Company of the percentage amount in which it is no longer the beneficial owner of obligations of the Company to such Lender. To the extent of such percentage amount, the Agent and the Company will treat such Lender's IRS Form W-8 and certificate in the form of Exhibit J as no longer valid. ---------

Withholding Tax. (a) If any Lender Bank is a “"foreign corporation, partnership, partnership or trust” " within the meaning of the Code and such Lender Bank claims exemption from, or a reduction of, U.S. withholding tax under Sections 1441 or 1442 of the Code, such Lender Bank agrees with and in favor of the AgentsAdministrative Agent, to deliver to the Agents and XxxxxAdministrative Agent: (i) if such Lender Bank claims an exemption from, or a reduction of, withholding tax under a U.S. United States tax treaty, two properly completed and executed copies of IRS Form W-8BEN 1001 before the payment of any interest in the first calendar year and before the payment of any interest in each third succeeding calendar year during which interest may be paid under this Agreement (and thereafter as reasonably requested by the Administrative Agent, the Collateral Agent or Xxxxx, but only if such Lender is then lawfully permitted to do so)Agreement; (ii) if such Lender Bank claims that interest paid under this Agreement is exempt from U.S. United States withholding tax because it is effectively connected with a U.S. United States trade or business of such LenderBank, two properly completed and executed copies of IRS Form W-8ECI 4224 before the payment of any interest is due in the first taxable year of such Lender Bank and in each succeeding taxable year of such Bank during which interest may be paid under this Agreement (and thereafter as reasonably requested by the Administrative Agent, the Collateral Agent or Xxxxx, but only if such Lender is then lawfully permitted to do so), and IRS Form W-9Agreement; and (iii) such other form or forms as may be required under the Code or other laws of the U.S. United States as a condition to exemption from, or reduction of, U.S. United States withholding tax. Such Lender Bank agrees to promptly notify the Agents and Xxxxx Administrative Agent of any change in circumstances that which would modify or render invalid any claimed exemption or reduction. (b) If any Lender Bank claims exemption from, or reduction of, withholding tax under a U.S. United States tax treaty by providing IRS Form W-8BEN 1001 and such Lender Bank sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations owing of the Company to such LenderBank, such Lender Bank agrees to notify the Agents and Xxxxx Administrative Agent of the percentage amount in which it is no longer the beneficial owner of Obligations owing of the Company to such LenderBank. To the extent of such percentage amount, the Agents and the Borrowers Administrative Agent will treat such Lender’s Bank's IRS Form W-8BEN 1001 as no longer valid. (c) If any Lender Bank claiming exemption from U.S. United States withholding tax by filing IRS Form W-8ECI 4224 with the Agents Administrative Agent sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations owing of the Company to such LenderBank, such Lender Bank agrees to undertake sole responsibility for complying with the withholding tax requirements imposed by Sections 1441 and 1442 of the Code. (d) If any Lender Bank is entitled to a reduction in the applicable withholding tax, the Administrative Agent, the Collateral Agent or any Borrower, as appropriate, may withhold from any interest payment to such Lender Bank an amount equivalent to the applicable withholding tax after taking into account such reduction. If However, if the forms or other documentation required by clause subsection (a) preceding of this section are not delivered to the Agents and XxxxxAdministrative Agent, then the applicable Administrative Agent or any Borrower, as appropriate, may withhold from any interest payment to such Lender Bank not providing such forms or other documentation an amount equivalent to the applicable withholding taxtax imposed by Sections 1441 and 1442 of the Code, without reduction. (e) If the IRS or any other Governmental Authority of the U.S. United States or other jurisdiction asserts a claim that an the Administrative Agent or any Borrower did not properly withhold tax from amounts paid to or for the account of any Lender Bank (because the appropriate form was not delivered, delivered or was not properly executed, or because such Lender Bank failed to notify the Agents or any Borrower Administrative Agent of a change in circumstances that which rendered the exemption from, or reduction of, withholding tax ineffective, or for any other reason) such Lender Bank shall indemnify each of the Agents and any Borrower Administrative Agent fully for all amounts paid, directly or indirectly, by any of them the Administrative Agent as tax or otherwise, including penalties and interest, and including any taxes imposed by any jurisdiction on the amounts payable to either of the Agents or the Borrowers Administrative Agent under this Section 14.10section, together with all costs and expenses (including Attorney Costs). The obligation of the Lenders Banks under this clause (e) subsection shall survive the payment of all Obligations and the resignation or replacement of either the Administrative Agent.

Withholding Tax. (a) If any Lender Bank is a “"foreign corporation, partnership, partnership or trust” " within the meaning of the Code and such Lender claims exemption from, or a reduction of, U.S. withholding tax under Sections 1441 or 1442 of the Code, such Lender Bank agrees with and in favor of the AgentsAgent and the Company, to deliver to the Agents Agent and Xxxxx: the Company: (i) if such Lender Bank claims an exemption from, or a reduction of, withholding tax under a U.S. United States tax treaty, two properly completed and executed copies of IRS Form W-8BEN 1001 before the payment of any interest in the first calendar year and before the payment of any interest in each third succeeding calendar year during which interest may be paid under this Agreement (and thereafter as reasonably requested by the Administrative Agent, the Collateral Agent or Xxxxx, but only if such Lender is then lawfully permitted to do so); Agreement; (ii) if such Lender Bank claims that interest paid under this Agreement is exempt from U.S. United States withholding tax because it is effectively connected with a U.S. United States trade or business of such LenderBank, two properly completed and executed copies of IRS Form W-8ECI 4224 before the payment of any interest is due in the first taxable year of such Lender Bank and in each succeeding taxable year of such Bank during which interest may be paid under this Agreement (Agreement; and thereafter as reasonably requested by the Administrative Agent, the Collateral Agent or Xxxxx, but only if such Lender is then lawfully permitted to do so), and IRS Form W-9; and (iii) such other form or forms as may be required under the Code or other laws of the U.S. United States as a condition to exemption from, or reduction of, U.S. United States withholding tax. Such Lender Bank agrees to promptly notify the Agents Agent and Xxxxx the Company of any change in circumstances that which would modify or render invalid any claimed exemption or reduction. (b) If any Lender Bank claims exemption from, or reduction of, withholding tax under a U.S. United States tax treaty by providing IRS Form W-8BEN 1001 and such Lender Bank sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations owing of the Company to such LenderBank, such Lender Bank agrees to notify the Agents Agent and Xxxxx the Company of the percentage amount in which it is no longer the beneficial owner of Obligations owing of the Company to such LenderBank. To the extent of such percentage amount, the Agents Agent and the Borrowers Company will treat such Lender’s Bank's IRS Form W-8BEN 1001 as no longer valid. (c) If any Lender Bank claiming exemption from U.S. United States withholding tax by filing IRS Form W-8ECI 4224 with the Agents Agent sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations owing of the Company to such LenderBank, such Lender Bank agrees to undertake sole responsibility for complying with the withholding tax requirements imposed by Sections 1441 and 1442 of the Code. (d) If any Lender Bank is entitled to a reduction in the applicable withholding tax, the Administrative Agent, the Collateral Agent or any Borrower, as appropriate, the Company may withhold from any interest payment to such Lender Bank an amount equivalent to the applicable withholding tax after taking into account such reduction. If However, if the forms or other documentation required by clause subsection (a) preceding of this Section are not delivered to the Agents and XxxxxAgent or the Company, then the applicable Agent or any Borrower, as appropriate, the Company may withhold from any interest payment to such Lender Bank not providing such forms or other documentation an amount equivalent to the applicable withholding taxtax imposed by Sections 1441 and 1442 of the Code, without reduction. (e) If the IRS or any other Governmental Authority of the U.S. United States or other jurisdiction asserts a claim that an the Agent or any Borrower the Company did not properly withhold tax from amounts paid to or for the account of any Lender Bank (because the appropriate form was not delivered, delivered or was not properly executed, or because such Lender Bank failed to notify the Agents Agent or any Borrower the Company of a change in circumstances that which rendered the exemption from, or reduction of, withholding tax ineffective, or for any other reason) such Lender Bank shall indemnify each of the Agents Agent and any Borrower the Company fully for all amounts paid, directly or indirectly, by any of them the Agent or the Company as tax or otherwise, including penalties and interest, and including any taxes imposed by any jurisdiction on the amounts payable to either of the Agents Agent or the Borrowers Company under this Section 14.10Section, together with all costs and expenses (including Attorney Costs). The obligation of the Lenders Banks under this clause (e) subsection shall survive the payment of all Obligations and the resignation or replacement of either the Agent. (f) For any period in which a Bank has failed to provide the Agent and the Company with the appropriate form in accordance with subsection 10.10(a), such Bank shall not be entitled to any payment, payment increase, or indemnification under Section 4.1 with respect to Taxes imposed by the United States; provided, however, that should a Bank that is otherwise exempt from or subject to a reduced rate of withholding become subject to Taxes because of its failure to deliver a form required hereunder, the Company and the Agent shall take such steps as such Bank shall reasonably request to assist such Bank to recover such Taxes.

Withholding Tax. (a) If any Lender is a “"foreign corporation, partnership, partnership or trust” " within the meaning of the Code and such Lender claims exemption from, or a reduction of, U.S. withholding tax under Sections 1441 or 1442 of the Code, such Lender agrees with and in favor of the AgentsPost-Petition Agent, to deliver to the Agents and XxxxxPost-Petition Agent: (i) if such Lender claims an exemption from, or a reduction of, withholding tax under a U.S. United States tax treaty, two properly completed and executed copies of IRS Form W-8BEN on or before the payment of any interest in the first calendar year and before the payment of any interest in each third succeeding calendar year during which interest may be paid under this Agreement (and thereafter as reasonably requested by the Administrative Agent, the Collateral Agent or Xxxxx, but only if such Lender is then lawfully permitted to do so)Agreement; (ii) if such Lender claims that interest paid under this Agreement is exempt from U.S. United States withholding tax because it is effectively connected with a U.S. United States trade or business of such Lender, two properly completed and executed copies of IRS Form W-8ECI 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 (and thereafter as reasonably requested by the Administrative Agent, the Collateral Agent or Xxxxx, but only if such Lender is then lawfully permitted to do so), and IRS Form W-9Agreement; and (iii) if such Lender is a foreign partnership or other intermediary and its partners claim an exemption from, or a reduction of, withholding tax under a United States tax treaty or if its partners claim that interest paid under this Agreement is exempt from Untied States withholding tax because it is effectively connected with the conduct with a United States trade or business, two properly completed and executed copies of IRS Form W-8IMY on or before the payment of any interest in the first calendar year and before the payment of any interest in each third succeeding calendar year during which interest may be paid under this Agreement; 95 (iv) such other form or forms as may be required under the Code or other laws of the U.S. United States as a condition to exemption from, or reduction of, U.S. United States withholding tax. Such Lender agrees to promptly notify the Agents and Xxxxx Post-Petition Agent of any change in circumstances that which would modify or render invalid any claimed exemption or reduction. (b) If any Lender claims exemption from, or reduction of, withholding tax under a U.S. United States tax treaty by providing IRS Form W-8BEN and such Lender sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations owing of the Borrower to such Lender, such Lender agrees to notify the Agents and Xxxxx Post-Petition Agent of the percentage amount in which it is no longer the beneficial owner of Obligations owing of the Borrower to such Lender. To the extent of such percentage amount, the Agents and the Borrowers Post-Petition Agent will treat such Lender’s 's IRS Form W-8BEN as no longer valid. (c) If any Lender claiming exemption from U.S. United States withholding tax by filing IRS Form W-8ECI with the Agents Post-Petition Agent sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations owing of the Borrower to such Lender, such Lender agrees to undertake sole responsibility for complying with the withholding tax requirements imposed by Sections 1441 and 1442 of the Code. (d) If any Lender is a foreign partnership or other intermediary and its partners claim exemption from, or reduction of, withholding tax under a United States tax treaty by providing IRS Form W-8BEN or its partners claim exemption from United States withholding tax by filing IRS Form W-8ECI, and any of its partners sell, assign, grant a participation in, or otherwise transfer all or part of the Obligations of the Borrower to such Lender, such Lender agrees to notify the Post-Petition Agent of the percentage amount in which the partner is no longer the beneficial owner of Obligations of the Borrower to such Lender. To the extent of such percentage amount, the Post-Petition Agent will treat such partner's IRS Form W-8BEN or W-8ECI as no longer valid. (e) If any Lender is entitled to a reduction in the applicable withholding tax, the Administrative Agent, the Collateral Post-Petition Agent or any Borrower, as appropriate, may withhold from any interest payment to such Lender an amount equivalent to the applicable withholding tax after taking into account such reduction. If However, if the forms or other documentation required by clause (aSection 14.10(a) preceding are not delivered to the Agents and Xxxxx---------------- Post-Petition Agent, then the applicable Post-Petition Agent or any Borrower, as appropriate, may withhold from any interest payment to such Lender not providing such forms or other documentation an amount equivalent to the applicable withholding taxtax imposed by Sections 1441 and 1442 of the Code, without reduction. (ef) If the IRS or any other Governmental Authority of the U.S. United States or other jurisdiction asserts a claim that an the Post-Petition Agent or any Borrower did not properly withhold tax from amounts paid to or for the account of any Lender (because the appropriate form was not delivered, was not properly executed, or because such Lender failed to notify the Agents or any Borrower Post-Petition Agent of a change in circumstances that which rendered the exemption from, or reduction of, withholding tax ineffective, or for any other reason) such Lender shall indemnify each of the Agents and any Borrower Post-Petition Agent fully for all amounts paid, directly or indirectly, by any of them the Post-Petition Agent as tax or otherwise, including penalties and interest, and including any taxes imposed by any jurisdiction on the amounts payable to either of the Agents or the Borrowers Post-Petition Agent under this Section 14.10Section, together with all costs and expenses (including Attorney Costs). The obligation of the Lenders under this clause (eSection 14.10(f) shall survive ---------------- the payment of all Obligations and the resignation or replacement of either the Post-Petition Agent.

Withholding Tax. (a) If any Lender is a “"foreign corporation, partnership, partnership or trust” " within the meaning of the Code and such Lender claims exemption from, or a reduction of, U.S. withholding tax under Sections 1441 or 1442 of the Code or if any Lender claims exemption from withholding tax pursuant to Section 871(h) or 881(c) of the Code, such Lender agrees with and in favor of the AgentsAdministrative Agent, to deliver to the Agents and XxxxxAdministrative Agent: (i) if such Lender claims an exemption from, or a reduction of, withholding tax under a U.S. United States tax treaty, two properly completed and executed IRS Form W-8BEN 1001 before the payment of any interest in the first calendar year and before the payment of any interest in each third succeeding calendar year during which interest may be paid under this Agreement (and thereafter as reasonably requested by the Administrative Agent, the Collateral Agent or Xxxxx, but only if such Lender is then lawfully permitted to do so)Agreement; (ii) if such Lender claims that interest paid under this Agreement is exempt from U.S. United States withholding tax because it is effectively connected with a U.S. United States trade or business of such Lender, two properly completed and executed copies of IRS Form W-8ECI 4224 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 (and thereafter as reasonably requested by the Administrative Agent, the Collateral Agent or Xxxxx, but only if such Lender is then lawfully permitted to do so)Agreement, and IRS Form W-9; (iii) in the case of any Lender that is exempt from withholding tax pursuant to Section 881(h) or 881(c) of the Code, properly completed IRS Form W-8 or any applicable successor form before the payment of any interest is due; and (iiiiv) such other form or forms as may be required under the Code or other laws of the U.S. United States as a condition to exemption from, or reduction of, U.S. United States withholding tax. Such Lender agrees to promptly notify the Agents and Xxxxx Administrative Agent of any change in circumstances that which would modify or render invalid any claimed exemption or reduction. (b) If any Lender claims exemption from, or reduction of, withholding tax under a U.S. United States tax treaty by providing IRS Form W-8BEN 1001 and such Lender sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations owing of the Company to such Lender, such Lender agrees to notify the Agents and Xxxxx Administrative Agent of the percentage amount in which it is no longer the beneficial owner of Obligations owing of the Company to such Lender. To the extent of such percentage amount, the Agents and the Borrowers Administrative Agent will treat such Lender’s 's IRS Form W-8BEN 1001 as no longer valid. (c) If any Lender claiming exemption from U.S. United States withholding tax by filing IRS Form W-8ECI 4224 with the Agents Administrative Agent sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations owing of the Company to such Lender, such Lender agrees to undertake sole responsibility for complying with the withholding tax requirements imposed by Sections 1441 and 1442 of the Code. (d) If any Lender is entitled to a reduction in the applicable withholding tax, the Administrative Agent, the Collateral Agent or any Borrower, as appropriate, may withhold from any interest payment to such Lender an amount equivalent to the applicable withholding tax after taking into account such reduction. If the forms or other documentation required by clause subsection (a) preceding of this Section are not delivered to the Agents and XxxxxAdministrative Agent, then the applicable Administrative Agent or any Borrower, as appropriate, may withhold from any interest payment to such Lender not providing such forms or other documentation an amount equivalent to the applicable withholding tax. (e) If the IRS or any other Governmental Authority of the U.S. United States or other jurisdiction asserts a claim that an the Administrative Agent or any Borrower did not properly withhold tax from amounts paid to or for the account of any Lender (because the appropriate form was not delivered, was not properly executed, or because such Lender failed to notify the Agents or any Borrower Administrative Agent of a change in circumstances that which rendered the exemption from, or reduction of, withholding tax ineffective, or for any other reason) such Lender shall indemnify each of the Agents and any Borrower Administrative Agent fully for all amounts paid, directly or indirectly, by any of them the Administrative Agent as tax or otherwise, including penalties and interest, and including any taxes imposed by any jurisdiction on the amounts payable to either of the Agents or the Borrowers Administrative Agent under this Section 14.10Section, together with all costs and expenses (including Attorney Costs). The obligation of the Lenders under this clause (e) subsection shall survive the payment of all Obligations and the resignation or replacement of either the Administrative Agent.

Withholding Tax. (a) If any Lender Bank (which for purposes of this Section 9.10 shall include any Designated Bidder) is a “"foreign corporation, partnership, partnership or trust” " within the meaning of the Code and such Lender Bank claims exemption from, or a reduction of, U.S. withholding tax under Sections 1441 or 1442 of the Code, such Lender Bank agrees with and in favor of the AgentsAgent, to deliver to the Agents and XxxxxAgent: (i) if such Lender Bank claims an exemption from, or a reduction of, withholding tax under a U.S. United States tax treaty, two properly completed IRS Forms 1001 and executed IRS Form W-8BEN W-8 before the payment of any interest in the first calendar year and before the payment of any interest in each third succeeding calendar year during which interest may be paid under this Agreement (and thereafter as reasonably requested by the Administrative Agent, the Collateral Agent or Xxxxx, but only if such Lender is then lawfully permitted to do so)Agreement; (ii) if such Lender Bank claims that interest paid under this Agreement is exempt from U.S. United States withholding tax because it is effectively connected with a U.S. United States trade or business of such LenderBank, two properly completed and executed copies of IRS Form W-8ECI 4224 before the payment of any interest is due in the first taxable year of such Lender Bank and in each succeeding taxable year of such Bank during which interest may be paid under this Agreement (and thereafter as reasonably requested by the Administrative Agent, the Collateral Agent or Xxxxx, but only if such Lender is then lawfully permitted to do so)Agreement, and IRS Form W-9; and (iii) such other form or forms as may be required under the Code or other laws of the U.S. United States as a condition to exemption from, or reduction of, U.S. United States withholding tax. Such Lender Bank agrees to promptly notify the Agents and Xxxxx Agent of any change in circumstances that which would modify or render invalid any claimed exemption or reduction. (b) If any Lender Bank claims exemption from, or reduction of, withholding tax under a U.S. United States tax treaty by providing IRS Form W-8BEN 1001 and such Lender Bank sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations owing obligations of the Company hereunder to such LenderBank, such Lender Bank agrees to notify the Agents and Xxxxx Agent of the percentage amount in which it is no longer the beneficial owner such obligations of Obligations owing the Company to such LenderBank. To the extent of such percentage amount, the Agents and the Borrowers Agent will treat such Lender’s Bank's IRS Form W-8BEN 1001 as no longer valid. (c) If any Lender Bank claiming exemption from U.S. United States withholding tax by filing IRS Form W-8ECI 4224 with the Agents Agent sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations owing obligations of the Company hereunder to such LenderBank, such Lender Bank agrees to undertake sole responsibility for complying with the withholding tax requirements imposed by Sections 1441 and 1442 of the Code. (d) If any Lender Bank is entitled to a reduction in the applicable withholding tax, the Administrative Agent, the Collateral Agent or any Borrower, as appropriate, may withhold from any interest payment to such Lender Bank an amount equivalent to the applicable withholding tax after taking into account such reduction. If the forms or other documentation required by clause subsection (a) preceding of this Section are not delivered to the Agents and XxxxxAgent, then the applicable Agent or any Borrower, as appropriate, may withhold from any interest payment to such Lender Bank not providing such forms or other documentation an amount equivalent to the applicable withholding tax. (e) If the IRS or any other Governmental Authority governmental authority of the U.S. United States or other jurisdiction asserts a claim that an the Agent or any Borrower did not properly withhold tax from amounts paid to or for the account of any Lender Bank (because the appropriate form was not delivered, was not properly executed, or because such Lender Bank failed to notify the Agents or any Borrower Agent of a change in circumstances that which rendered the exemption from, or reduction of, withholding tax ineffective, or for any other reason) such Lender Bank shall indemnify each of the Agents and any Borrower Agent fully for all amounts paid, directly or indirectly, by any of them the Agent as tax or otherwise, including penalties and interest, and including any taxes imposed by any jurisdiction on the amounts payable to either of the Agents or the Borrowers Agent under this Section 14.10Section, together with all costs and expenses (including Attorney Costsattorney costs). The obligation of the Lenders Banks under this clause (e) subsection shall survive the payment of all Obligations obligations and the resignation or replacement of either the Agent.