Common use of Lenders Clause in Contracts

Lenders. Any Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law or reasonably requested by the Borrower, such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Without limiting the generality of the foregoing, if the Borrower is resident for U.S. federal income tax purposes in the United States, (A) any Lender that is a “United States person” as defined in section 7701(a)(30) of the Code shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Borrower or the Administrative Agent), executed originals of Internal Revenue Service Form W-9 or such other documentation or information prescribed by applicable laws or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent, as the case may be, to determine whether or not such Lender is subject to backup withholding or information reporting requirement; and (B) each Foreign Lender shall deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent, but, in any event, only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable:

Lenders. Any Lender that is entitled to an exemption from or reduction Each of withholding tax the Lenders hereby irrevocably appoints the Collateral Agent as its agent under the law of Loan Documents and authorizes the jurisdiction in which Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to such Agent by the Borrower is locatedapplicable Loan Documents, or any treaty to which together with such jurisdiction is a partyactions and powers as are reasonably incidental thereto. The Collateral Agent acknowledges the Intercreditor Agreement, with respect the understanding that the Collateral Agent assumes no obligations under the Intercreditor Agreement and shall not be liable thereunder. Each Person serving as an Agent shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not an Agent, and such Person and its Affiliates may accept deposits from, lend money to payments under this Agreement shall deliver to the Borrower (and generally engage in any kind of business with a copy to the Administrative Agent), at the time or times prescribed by applicable law or reasonably requested by the Borrower, such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate. In addition, any Lender, if requested by the Borrower or any Affiliate thereof as if it were not an Agent. No Agent shall have any duties or obligations except those expressly set forth herein and in the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirementsLoan Documents. Without limiting the generality of the foregoing, (a) no Agent shall be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) no Agent shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents to which such Agent is a party and that such Agent is required to exercise in writing by the Majority Lenders, and (c) except as expressly set forth herein and in the other Loan Documents, no Agent shall have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower that is communicated to or obtained by the Person serving as Agent or any of their Affiliates in any capacity. No Agent shall be liable for any action taken or not taken by it with the consent or at the request of the Majority Lenders or in the absence of its own gross negligence or willful misconduct. No Agent shall be deemed to have knowledge of any Default unless and until written notice thereof is given to such Agent by the Borrower or a Lender, and no Agent shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, approved by and relating to the Borrower, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein or therein, other than to confirm receipt of items expressly required to be delivered to such Agent. The Collateral Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Collateral Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Collateral Agent may consult with legal counsel (who may be counsel for the Borrower or Holdings), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. The Collateral Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents (including any branch, other office, Affiliate or nominee of such Agent) appointed by such Agent. The Collateral Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Agents and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Agent. The Collateral Agent shall not be liable for negligence by an agent appointed with due care. The Collateral Agent may resign at any time by notifying the Lenders and the Borrower. Upon any such resignation, the Majority Lenders shall have the right to appoint a successor that, except if an Event of Default shall have occurred and be continuing at the time of such resignation, is reasonably satisfactory to the Borrower, provided that, if the Borrower is resident for U.S. federal income tax purposes in the United States, (A) shall fail to provide its consent to any Lender that is a “United States person” as defined in section 7701(a)(30) of the Code shall deliver successor proposed to the Borrower in writing by the Majority Lenders within ten days after receipt of such proposal, such successor shall be deemed to be reasonably satisfactory to the Borrower. The Collateral Agent’s resignation shall not be effective until a successor Collateral Agent shall have been appointed by the Majority Lenders and shall have accepted such appointment; provided that, if no such successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days after the retiring Collateral Agent gives notice of its resignation, then the retiring Collateral Agent may on behalf of the Lenders appoint a successor Collateral Agent meeting the qualifications set forth above, or petition a court of competent jurisdiction to appoint a successor, at the expense of the Borrower. Upon the acceptance of its appointment as an Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring (or retired) Agent, and the Administrative retiring Agent, shall be discharged from its duties and obligations hereunder (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an Agent’s resignation hereunder, the provisions of this Article and Section 9.03 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent. Each Lender acknowledges that it has, independently and without reliance upon either Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon either Agent or prior to the date any other Lender and based on which such Lender becomes a Lender under this Agreement (documents and information as it shall from time to time thereafter deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder. Beyond the request exercise of reasonable care in the custody thereof, the Collateral Agent shall have no duty as to any Collateral in its possession or control or in the possession or control of any agent or bailee or any income thereon or as to preservation of rights against prior parties or any other rights pertaining thereto. The Collateral Agent shall not be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any security interest in the Collateral. The Collateral Agent shall be deemed to have exercised reasonable care in the custody of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which other collateral agents accord similar property. The Collateral Agent shall not be liable or responsible for any loss or diminution in the value of any of the Collateral, including by reason of the act or omission of any carrier, forwarding agency or other agent or bailee selected by the Collateral Agent in good faith. The Collateral Agent shall not be responsible for: (i) the existence, genuineness or value of any of the Collateral, (ii) the validity, perfection, priority or enforceability of the Liens in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, except to the extent such action or omission constitutes gross negligence, bad faith or willful misconduct on the part of the Collateral Agent, (iii) the validity or sufficiency of the Collateral or any agreement or assignment contained therein, (iv) the validity of the title of the Borrower to the Collateral, (v) insuring the Collateral, (vi) the payment of taxes, charges, assessments or Liens upon the Collateral, (vii) filing of financing or continuation statements or (viii) otherwise as to the maintenance of the Collateral. The Collateral Agent shall have no duty to ascertain or inquire as to the performance or observance of any of the terms of this Agreement or the Administrative Security Documents by other parties to this Agreement or related transaction documents. The Collateral Agent shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement. The Collateral Agent shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Collateral Agent has received written notice of any event that constitutes a Default or an Event of Default at the Corporate Trust Office, and such notice references this Agreement. The rights, privileges, protections, immunities and benefits given to the Collateral Agent), executed originals including its right to be indemnified, are extended to, and shall be enforceable by, the Collateral Agent in each of Internal Revenue Service Form W-9 or its capacities hereunder, and each officer, director, employee, and agent, custodian and other Person employed to act hereunder. The Collateral Agent may request that the Borrower deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such other documentation or information prescribed by applicable laws or reasonably requested time to take specified actions pursuant to this Agreement. Any power conferred on the Collateral Agent to enforce remedies is permissive and, unless instructed by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent, as the case may be, to determine whether or not such Lender is subject to backup withholding or information reporting requirement; and (B) each Foreign Lender shall deliver Majority Lenders pursuant to the Borrower terms hereof, shall not be deemed to be a duty, rather than a right. The Collateral Agent shall not have any duty to exercise any remedy if it has not been directed in writing to do so by the Majority Lenders and the Administrative provided with security or indemnity satisfactory to it. The Collateral Agent (in such number of copies as shall be requested under no obligation to exercise any of the rights or powers vested in it by this Agreement at the recipient) on request or prior direction of any of the Lenders pursuant to this Agreement, unless such Lenders shall have offered to the date on Collateral Agent security or indemnity satisfactory to the Collateral Agent against the costs, expenses and liabilities which might be incurred by it in compliance with such Foreign Lender becomes a Lender under this Agreement request or direction. In no event shall the Collateral Agent be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God. Nothing herein shall require the Collateral Agent to expend or risk its own funds. Each party agrees that the Lenders may appoint other Agents with (so long as no Default shall have occurred and from time to time thereafter upon be continuing) the reasonable request prior written consent of the Borrower Borrower, which shall not be unreasonably withheld or the Administrative Agentdelayed. The Collateral Agent may hold funds received by it uninvested without any liability for interest, but, unless otherwise agreed in any event, only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable:writing.

Lenders. Any Lender that is entitled to an exemption from or reduction Each of withholding tax the Lenders hereby irrevocably appoints the Collateral Agent as its agent under the law of Loan Documents and authorizes the jurisdiction in which Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to such Agent by the Borrower is locatedapplicable Loan Documents, or any treaty to which together with such jurisdiction is a partyactions and powers as are reasonably incidental thereto. The Collateral Agent acknowledges the Intercreditor Agreement, with respect the understanding that the Collateral Agent assumes no obligations under the Intercreditor Agreement and shall not be liable thereunder. Each Person serving as an Agent shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not an Agent, and such Person and its Affiliates may accept deposits from, lend money to payments under this Agreement shall deliver to the Borrower (and generally engage in any kind of business with a copy to the Administrative Agent), at the time or times prescribed by applicable law or reasonably requested by the Borrower, such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate. In addition, any Lender, if requested by the Borrower or any Affiliate thereof as if it were not an Agent. Seller Credit Agreement EXECUTION COPY No Agent shall have any duties or obligations except those expressly set forth herein and in the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirementsLoan Documents. Without limiting the generality of the foregoing, (a) no Agent shall be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) no Agent shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents to which such Agent is a party and that such Agent is required to exercise in writing by the Majority Lenders, and (c) except as expressly set forth herein and in the other Loan Documents, no Agent shall have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower that is communicated to or obtained by the Person serving as Agent or any of their Affiliates in any capacity. No Agent shall be liable for any action taken or not taken by it with the consent or at the request of the Majority Lenders or in the absence of its own gross negligence or willful misconduct. No Agent shall be deemed to have knowledge of any Default unless and until written notice thereof is given to such Agent by the Borrower or a Lender, and no Agent shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement, any other Loan Document or the Information Memorandum dated December 26, 2007, approved by and relating to the Borrower, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein or therein, other than to confirm receipt of items expressly required to be delivered to such Agent. The Collateral Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Collateral Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Collateral Agent may consult with legal counsel (who may be counsel for the Borrower or Holdings), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. The Collateral Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents (including any branch, other office, Affiliate or nominee of such Agent) appointed by such Agent. The Collateral Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Agents and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Agent. The Collateral Agent shall not be liable for negligence by an agent appointed with due care. Seller Credit Agreement The Collateral Agent may resign at any time by notifying the Lenders and the Borrower. Upon any such resignation, the Majority Lenders shall have the right to appoint a successor that is not a Regulation U Bank and, except if an Event of Default shall have occurred and be continuing at the time of such resignation, that is reasonably satisfactory to the Borrower, provided that, if the Borrower is resident for U.S. federal income tax purposes in the United States, (A) shall fail to provide its consent to any Lender that is a “United States person” as defined in section 7701(a)(30) of the Code shall deliver successor proposed to the Borrower in writing by the Majority Lenders within ten days after receipt of such proposal, such successor shall be deemed to be reasonably satisfactory to the Borrower. The Collateral Agent’s resignation shall not be effective until a successor Collateral Agent shall have been appointed by the Majority Lenders and shall have accepted such appointment; provided that, if no such successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days after the retiring Collateral Agent gives notice of its resignation, then the retiring Collateral Agent may on behalf of the Lenders appoint a successor Collateral Agent meeting the qualifications set forth above, or petition a court of competent jurisdiction to appoint a successor. Upon the acceptance of its appointment as an Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring (or retired) Agent, and the Administrative retiring Agent, shall be discharged from its duties and obligations hereunder (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an Agent’s resignation hereunder, the provisions of this Article and Section 9.03 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent. Each Lender acknowledges that it has, independently and without reliance upon either Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon either Agent or prior to the date any other Lender and based on which such Lender becomes a Lender under this Agreement (documents and information as it shall from time to time thereafter deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder. Beyond the request exercise of reasonable care in the custody thereof, the Collateral Agent shall have no duty as to any Collateral in its possession or control or in the possession or control of any agent or bailee or any income thereon or as to preservation of rights against prior parties or any other rights pertaining thereto. The Collateral Agent shall not be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any security interest in the Collateral. The Collateral Agent shall be deemed to have exercised reasonable care in the custody of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which other collateral agents accord similar property. The Collateral Agent shall not be liable or responsible for any loss or diminution in the value of any of the Collateral, including by reason of the act or omission of any carrier, forwarding agency or other agent or bailee selected by the Collateral Agent in good faith. The Collateral Agent shall not be responsible for: (i) the existence, genuineness or value of any of the Collateral, (ii) the validity, perfection, priority or enforceability of the Liens in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, except to the extent such action or omission constitutes gross negligence, bad faith or willful misconduct on the part of the Collateral Agent, (iii) the validity or sufficiency of the Collateral or any agreement or assignment contained therein, (iv) the validity of the title of the Borrower to the Collateral, (v) insuring the Collateral, (vi) the payment of taxes, charges, assessments or Liens upon the Collateral, (vii) filing of financing or continuation statements or (viii) otherwise as to the maintenance of the Collateral. The Collateral Agent shall have no duty to ascertain or inquire as to the performance or observance of any of the terms of this Agreement or the Administrative Security Documents by other parties to this Agreement or related transaction documents. Seller Credit Agreement The Collateral Agent shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement. The Collateral Agent shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Collateral Agent has received written notice of any event that constitutes a Default or an Event of Default at the Corporate Trust Office, and such notice references this Agreement. The rights, privileges, protections, immunities and benefits given to the Collateral Agent), executed originals including its right to be indemnified, are extended to, and shall be enforceable by, the Collateral Agent in each of Internal Revenue Service Form W-9 or its capacities hereunder, and each officer, director, employee, and agent, custodian and other Person employed to act hereunder. The Collateral Agent may request that the Borrower deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such other documentation or information prescribed by applicable laws or reasonably requested time to take specified actions pursuant to this Agreement. Any power conferred on the Collateral Agent to enforce remedies is permissive and, unless instructed by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent, as the case may be, to determine whether or not such Lender is subject to backup withholding or information reporting requirement; and (B) each Foreign Lender shall deliver Majority Lenders pursuant to the Borrower terms hereof, shall not be deemed to be a duty, rather than a right. The Collateral Agent shall not have any duty to exercise any remedy if it has not been directed in writing to do so by the Majority Lenders and the Administrative provided with an indemnity reasonably satisfactory to it. The Collateral Agent (in such number of copies as shall be requested under no obligation to exercise any of the rights or powers vested in it by this Agreement at the recipient) on request or prior direction of any of the Lenders pursuant to this Agreement, unless such Lenders shall have offered to the date on Collateral Agent security or indemnity satisfactory to the Collateral Agent against the costs, expenses and liabilities which might be incurred by it in compliance with such Foreign Lender becomes a Lender under this Agreement request or direction. In no event shall the Collateral Agent be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God. Nothing herein shall require the Collateral Agent to expend or risk its own funds, unless appropriate indemnities are provided hereunder. Each party agrees that the Lenders may appoint other Agents with (so long as no Default shall have occurred and from time to time thereafter upon be continuing) the reasonable request prior written consent of the Borrower Borrower, not to be unreasonably withheld or the Administrative Agent, but, in any event, only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable:delayed. Seller Credit Agreement EXECUTION COPY

Lenders. Any Each Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is locatedshall, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to the Borrower (with a copy extent it is legally able to the Administrative Agent)do so, at the time or times prescribed by applicable law or reasonably requested by the Borrower, such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Without limiting the generality of the foregoing, if the Borrower is resident for U.S. federal income tax purposes in the United States, (A) any Lender that is a “United States person” as defined in section 7701(a)(30) of the Code shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Borrower or the Administrative Agent), executed originals of Internal Revenue Service Form W-9 or such other documentation or information prescribed by applicable laws or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent, as the case may be, to determine whether or not such Lender is subject to backup withholding or information reporting requirement; and (B) each Foreign Lender shall deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender Person becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable written request of the Borrower), deliver to the Borrower (with a copy to the Administrative Agent) such properly completed and executed documentation prescribed by Applicable Law as will permit payments under this Agreement to be made to it without or at a reduced rate of withholding or deduction of U.S. federal withholding tax (such as IRS Form W-9 (if required by Applicable Law), IRS Form W 8BEN properly claiming the benefits of an applicable income tax treaty or IRS Form W 8ECI treating such payments as effectively connected income, or in the case of a Foreign Lender claiming exemption from withholding based on the “portfolio interest” exemption under Code sections 871(h) or 881(c), IRS Form W 8BEN together with a certificate to the effect that such Foreign Lender is not a Person described in Code sections 871(h)(3)(B) or sections 881(c)(3)(A), (B) or (C)). In addition, each Lender shall, at the Borrower’s written request (which request shall provide a copy of the form in question and instructions for the completion and filing of such form), deliver to the Borrower (with a copy to the Administrative Agent) any substitute, successor or additional forms or other documentation as will permit payments to such Lender to be made without withholding or deduction or at a reduced rate, unless such Lender is legally unable to deliver such form or documentation. If a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent, but, Agent such documentation in any event, only if such Foreign Lender is legally entitled to do so), whichever writing prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the following is applicable:Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent in writing as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of the prior sentence, “FATCA” shall include any amendments made to FATCA after the date of this Agreement. Each such Lender shall promptly notify the Borrower and the Administrative Agent in writing of any change in circumstances that would modify or render invalid any claimed exemption or reduction.

Lenders. Any Each Lender that is entitled organized under the laws of a jurisdiction outside the United States (a “Foreign Lender”) as to which payments to be made in US Dollars under this Agreement or under the Notes are exempt from United States withholding tax or are subject to United States withholding tax at a reduced rate under an applicable statute or tax treaty shall provide to Borrower and Agent (1) a properly completed and executed Internal Revenue Service Form 4224 or Form 1001 or other applicable form, certificate or document prescribed by the Internal Revenue Service of the United States certifying as to such Foreign Lender’s entitlement to such exemption from or reduction reduced rate of withholding tax under the law of the jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments to be made to such Foreign Lender under this Agreement shall deliver and under the Notes (a “Certificate of Exemption”) or (2) a letter from any such Foreign Lender stating that it is not entitled to the Borrower any such exemption or reduced rate of withholding (with a copy “Letter of Non-Exemption”). Prior to the Administrative Agent), at the time or times prescribed by applicable law or reasonably requested by the Borrower, such properly completed becoming a Lender under this Agreement and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at within fifteen (15) days after a reduced rate. In addition, any Lender, if requested by the reasonable written request of Borrower or the Administrative AgentAgent from time to time thereafter, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Without limiting the generality of the foregoing, if the Borrower is resident for U.S. federal income tax purposes in the United States, (A) any each Foreign Lender that is a “United States person” as defined in section 7701(a)(30) of the Code shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (shall provide a Certificate of Exemption or a Letter of Non-Exemption to Borrower and from time to time thereafter upon the request of the Borrower or the Administrative Agent), executed originals of Internal Revenue Service Form W-9 or such other documentation or information prescribed by applicable laws or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent, as the case may be, to determine whether or not such . If a Foreign Lender is subject entitled to backup withholding or information reporting requirement; and (B) each Foreign Lender shall deliver an exemption with respect to the Borrower and the Administrative Agent (in such number of copies as shall US Dollar payments to be requested by the recipient) on or prior made to the date on which such Foreign Lender becomes a Lender under this Agreement (or to a reduced rate of withholding) and does not provide a Certificate of Exemption to Borrower and Agent within the time periods set forth in the preceding paragraph, Borrower shall withhold taxes from time payments to time thereafter upon the reasonable request of the Borrower or the Administrative Agent, but, in any event, only if such Foreign Lender is legally entitled at the applicable statutory rates and Borrower shall not be required to do so)pay any additional amounts as a result of such withholding, whichever provided that all such withholding shall cease upon delivery by such Foreign Lender of the following is applicable:a Certificate of Exemption to Borrower and Agent.