Common use of Tax Forms Clause in Contracts

Tax Forms. (i) Each non-U.S. holder shall (w) on or prior to the date such non-U.S. holder becomes a holder hereunder, (x) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (c) and (y) from time to time if reasonably requested by the Company or the Trustee, provide the Company, the Trustee and the Paying Agent with two properly completed and duly executed originals of one of the following, as applicable: (A) Forms W-8ECI (claiming exemption from U.S. withholding tax because the income is effectively connected with a U.S. trade or business), W-8BEN-E or other applicable W-8 Form (claiming exemption from, or a reduction of, U.S. withholding tax under an income tax treaty) and/or W-8IMY (together with appropriate forms, certifications and supporting statements) or any successor forms, (B) in the case of a non-U.S. holder claiming exemption under Sections 871(h) or 881(c) of the Code, Form W-8BEN-E or other applicable W-8 Form (claiming exemption from U.S. withholding tax under the portfolio interest exemption) or any successor form and a certificate in form and substance acceptable to the Company that such non-U.S. holder is not (1) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (2) a “10 percent shareholder” of the Company within the meaning of Section 881(c)(3)(B) of the Code or (3) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code or (C) any other applicable document prescribed by the IRS that enables the Company to determine its withholding and reporting obligations. (ii) Each U.S. holder shall (w) on or prior to the date such holder becomes a holder hereunder, (x) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (ii) and (y) from time to time if requested by the Company, provide the Company with two completed originals of Form W-9 (certifying that the holder is entitled to an exemption from U.S. backup withholding tax) or any successor form. (iii) If a payment made to a holder under this Indenture would be subject to U.S. withholding tax imposed by FATCA if such holder 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 holder shall deliver to the Company, the Trustee and the Paying Agent, at the time or times prescribed by law and at such time or times reasonably requested by the Company, the Trustee or the Paying Agent, such documentation and information prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation and information reasonably requested by the Company, the Trustee or the Paying Agent as may be necessary for the Company, the Trustee or the Paying Agent, as applicable, to comply with their respective obligations under FATCA, to determine that such holder has or has not complied with its obligations under FATCA and, as necessary, to determine the amount to deduct and withhold from such payment. For purposes of this Section 12.01(c), FATCA shall include any amendments made to FATCA after the Issue Date.

Tax Forms. (i) Each nonNon-U.S. holder Lender Party that, at any of the following times, is entitled to an exemption from United States withholding tax or, after a change in any Requirement of Law, is subject to such withholding tax at a reduced rate under an applicable tax treaty, shall (w) on or prior to the date such nonNon-U.S. holder Lender Party becomes a holder “Non-U.S. Lender Party” hereunder, (x) on or prior to the date on which any such form or certification expires or becomes obsolete, (y) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (ci) and (yz) from time to time if reasonably requested by the Company Borrower or the TrusteeAdministrative Agent (or, in the case of a participant or SPV, the relevant Lender), provide the CompanyAdministrative Agent and the Borrower (or, in the case of a participant or SPV, the Trustee and the Paying Agent relevant Lender) with two properly completed and duly executed originals of one each of the following, as applicable: (A) Forms W-8ECI (claiming exemption from U.S. withholding tax because the income is effectively connected with a U.S. trade or business), W-8BEN-E or other applicable W-8 Form W-8BEN (claiming exemption from, or a reduction of, U.S. withholding tax under an income tax treaty) and/or W-8IMY (together with appropriate forms, certifications and supporting statements) or any successor forms, (B) in the case of a nonNon-U.S. holder Lender Party claiming exemption under Sections 871(h) or 881(c) of the Code, Form W-8BEN-E or other applicable W-8 Form W-8BEN (claiming exemption from U.S. withholding tax under the portfolio interest exemption) or any successor form and a certificate in form and substance acceptable to the Company Administrative Agent that such nonNon-U.S. holder Lender Party is not (1) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (2) a “10 percent shareholder” of the Company Borrower within the meaning of Section 881(c)(3)(B) of the Code or (3) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code or (C) any other applicable document prescribed by the IRS certifying as to the entitlement of such Non-U.S. Lender Party to such exemption from United States withholding tax or reduced rate with respect to all payments to be made to such Non-U.S. Lender Party under the Loan Documents. Unless the Borrower and the Administrative Agent have received forms or other documents satisfactory to them indicating that enables payments under any Loan Document to or for a Non-U.S. Lender Party are not subject to United States withholding tax or are subject to such tax at a rate reduced by an applicable tax treaty, the Company Loan Parties and the Administrative Agent shall withhold amounts required to determine its withholding and reporting obligationsbe withheld by applicable Requirements of Law from such payments at the applicable statutory rate. (iii) Each U.S. holder Lender Party shall (wA) on or prior to the date such holder U.S. Lender Party becomes a holder “U.S. Lender Party” hereunder, (xB) on or prior to the date on which any such form or certification expires or becomes obsolete, (C) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (iif) and (yD) from time to time if requested by the CompanyBorrower or the Administrative Agent (or, in the case of a participant or SPV, the relevant Lender), provide the Company Administrative Agent and the Borrower (or, in the case of a participant or SPV, the relevant Lender) with two completed originals of Form W-9 (certifying that the holder such U.S. Lender Party is entitled to an exemption from U.S. backup withholding tax) or any successor form. (iiiii) If Each Lender having sold a payment made to a holder under this Indenture would be subject to U.S. withholding tax imposed by FATCA if participation in any of its Obligations or identified an SPV as such holder 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 holder shall deliver to the Company, Administrative Agent shall collect from such participant or SPV the Trustee and the Paying Agent, at the time or times prescribed by law and at such time or times reasonably requested by the Company, the Trustee or the Paying Agent, such documentation and information prescribed by applicable law documents described in this clause (including as prescribed by Section 1471(b)(3)(C)(i) of the Codef) and such additional documentation and information reasonably requested by provide them to the Company, the Trustee or the Paying Agent as may be necessary for the Company, the Trustee or the Paying Administrative Agent, as applicable, to comply with their respective obligations under FATCA, to determine that such holder has or has not complied with its obligations under FATCA and, as necessary, to determine the amount to deduct and withhold from such payment. For purposes of this Section 12.01(c), FATCA shall include any amendments made to FATCA after the Issue Date.

Tax Forms. (i) Each nonNon-U.S. holder Lender Party shall (w) on or prior to the date such nonNon-U.S. holder Lender Party becomes a holder “Non-U.S. Lender Party” hereunder, (x) on or prior to the date on which any such form or certification expires or becomes obsolete, (y) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (ci) and (yz) from time to time if reasonably requested by the Company any Borrower or the TrusteeAdministrative Agent (or, in the case of a participant or SPV, the relevant Lender), provide the CompanyAdministrative Agent and the Borrowers (or, in the case of a participant or SPV, the Trustee and the Paying Agent relevant Lender) with two properly completed and duly executed originals of one each of the following, as applicable: (A) Forms W-8ECI (claiming exemption from U.S. withholding tax because the income is effectively connected with a U.S. trade or business), W-8BEN-E or other applicable W-8 Form W-8BEN (claiming exemption from, or a reduction of, from U.S. withholding tax under an income tax treaty) and/or W-8IMY (together claiming exemption from U.S. withholding tax for any portion of any sums paid or payable to such Non-U.S. Lender Party under any of the Loan Documents for which it does not act or ceases to act for its own account with appropriate forms, certifications and supporting statementsrespect to thereto) or any successor forms, (B) in the case of a nonNon-U.S. holder Lender Party claiming exemption under Sections 871(h) or 881(c) of the Code, Form W-8BEN-E or other applicable W-8 Form W-8BEN (claiming exemption from U.S. withholding tax under the portfolio interest exemption) or any successor form and a certificate in form and substance acceptable to the Company Administrative Agent and the Borrowers that such nonNon-U.S. holder Lender Party is not (1) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (2) a “10 percent shareholder” of the Company any Borrower within the meaning of Section 881(c)(3)(B) of the Code or (3) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code or (C) any other applicable document prescribed by the IRS certifying as to the entitlement of such Non-U.S. Lender Party to such exemption from United States withholding tax with respect to all payments to be made to such Non-U.S. Lender Party under the Loan Documents. Unless the Borrowers and the Administrative Agent have received forms or other documents satisfactory to them indicating that enables payments under any Loan Document to or for a Non-U.S. Lender Party are not subject to United States withholding tax, the Company Borrowers and the Administrative Agent shall withhold amounts required to determine its withholding and reporting obligationsbe withheld by applicable Requirements of Law from such payments at the applicable statutory rate. (iii) Each U.S. holder Lender Party shall (wA) on or prior to the date such holder U.S. Lender Party becomes a holder “U.S. Lender Party” hereunder, (xB) on or prior to the date on which any such form or certification expires or becomes obsolete, (C) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (iif) and (yD) from time to time if requested by any Borrower or the CompanyAdministrative Agent (or, in the case of a participant or SPV, the relevant Lender), provide the Company Administrative Agent and the Borrowers (or, in the case of a participant or SPV, the relevant Lender) with two completed originals of Form W-9 (certifying that the holder such U.S. Lender Party is entitled to an exemption from U.S. backup withholding tax) or any successor form. (iiiii) If Each Lender having sold a payment made to a holder under this Indenture would be subject to U.S. withholding tax imposed by FATCA if participation in any of its Obligations or identified an SPV as such holder 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 holder shall deliver to the Company, Administrative Agent shall collect from such participant or SPV the Trustee and the Paying Agent, at the time or times prescribed by law and at such time or times reasonably requested by the Company, the Trustee or the Paying Agent, such documentation and information prescribed by applicable law documents described in this clause (including as prescribed by Section 1471(b)(3)(C)(i) of the Codef) and such additional documentation and information reasonably requested by provide them to the Company, the Trustee or the Paying Agent as may be necessary for the Company, the Trustee or the Paying Administrative Agent, as applicable, to comply with their respective obligations under FATCA, to determine that such holder has or has not complied with its obligations under FATCA and, as necessary, to determine the amount to deduct and withhold from such payment. For purposes of this Section 12.01(c), FATCA shall include any amendments made to FATCA after the Issue Date.

Tax Forms. (i) Each nonNon-U.S. holder Lender Party that, at any of the following times, is entitled to an exemption from United States withholding tax or, after a change in any Requirement of Law, is subject to such withholding tax at a reduced rate under an applicable tax treaty, shall (w) on or prior to the date such nonNon-U.S. holder Lender Party becomes a holder “Non-U.S. Lender Party” hereunder, (x) on or prior to the date on which any such form or certification expires or becomes obsolete, (y) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (ci) and (yz) from time to time if reasonably requested by the Company Borrower or the TrusteeAdministrative Agent (or, in the case of a participant or SPV, the relevant Lender), provide the CompanyAdministrative Agent and the Borrower (or, in the case of a participant or SPV, the Trustee and the Paying Agent relevant Lender) with two properly completed and duly executed originals of one each of the following, as applicable: (A) Forms W-8ECI (claiming exemption from U.S. withholding tax because the income is effectively connected with a U.S. trade or business), W-8BEN-E or other applicable W-8 Form W-8BEN (claiming exemption from, or a reduction of, U.S. withholding tax under an income tax treaty) and/or W-8IMY (together with appropriate forms, certifications and supporting statements) or any successor forms, (B) in the case of a nonNon-U.S. holder Lender Party claiming exemption under Sections 871(h) or 881(c) of the Code, Form W-8BEN-E or other applicable W-8 Form W-8BEN (claiming exemption from U.S. withholding tax under the portfolio interest exemption) or any successor form and a certificate in form and substance acceptable to the Company Administrative Agent that such nonNon-U.S. holder Lender Party is not (1) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (2) a “10 percent shareholder” of the Company Borrower within the meaning of Section 881(c)(3)(B) of the Code or (3) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code or (C) any other applicable document prescribed by the IRS properly certifying as to the entitlement of such Non-U.S. Lender Party to such exemption from United States withholding tax or reduced rate with respect to any payments to be made to such Non-U.S. Lender Party under the Loan Documents. Unless the Borrower and the Administrative Agent have received forms or other documents satisfactory to them indicating that enables payments under any Loan Document to or for a Non-U.S. Lender Party are not subject to United States withholding tax, the Company Loan Parties and the Administrative Agent shall withhold amounts required to determine its withholding and reporting obligationsbe withheld by applicable Requirements of Law from such payments at the applicable statutory rate. Notwithstanding any other provision of this Section 2.17, a Non-U.S. Lender Party shall not be required to deliver any form pursuant to this paragraph that such Non-U.S. Lender is not legally able to deliver. (ii) Each U.S. holder Lender Party shall (wA) on or prior to the date such holder U.S. Lender Party becomes a holder “U.S. Lender Party” hereunder, (xB) on or prior to the date on which any such form or certification expires or becomes obsolete, (C) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (iig) and (yD) from time to time if reasonably requested by the CompanyBorrower or the Administrative Agent (or, in the case of a participant or SPV, the relevant Lender), provide the Company Administrative Agent and the Borrower (or, in the case of a participant or SPV, the relevant Lender) with two properly completed originals of Form W-9 (certifying that the holder such U.S. Lender Party is entitled to an exemption from U.S. backup withholding tax) or any successor form. Notwithstanding any other provision of this Section 2.17, a U.S. Lender Party shall not be required to deliver any form pursuant to this paragraph that such U.S. Lender is not legally able to deliver. (iii) If Each Lender having sold a payment made to a holder under this Indenture would be subject to U.S. withholding tax imposed by FATCA if participation in any of its Obligations or identified an SPV as such holder 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 holder shall deliver to the Company, Administrative Agent shall collect from such participant or SPV the Trustee and the Paying Agent, at the time or times prescribed by law and at such time or times reasonably requested by the Company, the Trustee or the Paying Agent, such documentation and information prescribed by applicable law documents described in this clause (including as prescribed by Section 1471(b)(3)(C)(i) of the Codeg) and such additional documentation and information reasonably requested by provide them to the Company, the Trustee or the Paying Agent as may be necessary for the Company, the Trustee or the Paying Administrative Agent, as applicable, to comply with their respective obligations under FATCA, to determine that such holder has or has not complied with its obligations under FATCA and, as necessary, to determine the amount to deduct and withhold from such payment. For purposes of this Section 12.01(c), FATCA shall include any amendments made to FATCA after the Issue Date.

Tax Forms. (i) Each nonNon-U.S. holder Lender Party that, at any of the following times, is entitled to an exemption from United States withholding tax or, currently or after a change in any Requirement of Law, is subject to such withholding tax at a reduced rate under an applicable tax treaty, shall (w) on or prior to the date such nonNon-U.S. holder Lender Party becomes a holder “Non-U.S. Lender Party” hereunder, (x) on or prior to the date on which any such form or certification expires or becomes obsolete, (y) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (cf) and (yz) from time to time if reasonably requested by the Company Borrower or the TrusteeAdministrative Agent (or, in the case of a participant or SPV, the relevant Lender), provide the CompanyAdministrative Agent and the Borrower (or, in the case of a participant or SPV, the Trustee and the Paying Agent relevant Lender) with two properly completed and duly executed originals of one of the following, as applicable: (A) Forms W-8ECI (claiming exemption from U.S. withholding tax because the income is effectively connected with a U.S. trade or business), W-8BEN-E or other applicable W-8 Form W-8BEN (claiming exemption from, or a reduction of, U.S. withholding tax under an income tax treaty) and/or W-8IMY (together with appropriate forms, certifications and supporting statements) or any successor forms, (B) in the case of a nonNon-U.S. holder Lender Party claiming exemption under Sections 871(h) or 881(c) of the Code, Form W-8BEN-E or other applicable W-8 Form W-8BEN (claiming exemption from U.S. withholding tax under the portfolio interest exemption) or any successor form and a certificate in form and substance acceptable to the Company Administrative Agent that such nonNon-U.S. holder Lender Party is not (1) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (2) a “10 percent shareholder” of the Company Borrower within the meaning of Section 881(c)(3)(B) of the Code or (3) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code or (C) any other applicable document prescribed by the IRS certifying as to the entitlement of such Non-U.S. Lender Party to such exemption from United States withholding tax or reduced rate with respect to all payments to be made to such Non-U.S. Lender Party under the Loan Documents. Unless the Borrower and the Administrative Agent have received forms or other documents satisfactory to them indicating that enables payments under any Loan Document to or for a Non-U.S. Lender Party are not subject to United States withholding tax or are subject to such tax at a rate reduced by an applicable tax treaty, the Company Loan Parties and the Administrative Agent shall withhold amounts required to determine its withholding and reporting obligationsbe withheld by applicable Requirements of Law from such payments at the applicable statutory rate. (ii) Each U.S. holder Lender Party shall (wA) on or prior to the date such holder U.S. Lender Party becomes a holder “U.S. Lender Party” hereunder, (xB) on or prior to the date on which any such form or certification expires or becomes obsolete, (C) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (iif) and (yD) from time to time if requested by the CompanyBorrower or the Administrative Agent (or, in the case of a participant or SPV, the relevant Lender), provide the Company Administrative Agent and the Borrower (or, in the case of a participant or SPV, the relevant Lender) with two completed originals of Form W-9 (certifying that the holder such U.S. Lender Party is entitled to an exemption from U.S. backup withholding tax) or any successor form. (iii) Each Lender having sold a participation in any of its Obligations or identified an SPV as such to the Administrative Agent shall collect from such participant or SPV the documents described in this clause (f) and provide them to the Administrative Agent. (iv) If a payment made to a holder Lender under this Indenture Agreement would be subject to U.S. withholding tax imposed by FATCA if such holder 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 holder Lender shall deliver to the Company, the Trustee Borrower and the Paying Administrative Agent, at the time or times prescribed by law and at such time or times reasonably requested by the Company, the Trustee Borrower or the Paying Administrative Agent, such documentation and information prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation and information reasonably requested by the Company, the Trustee Borrower or the Paying Administrative Agent as may be necessary for the Company, Borrower and the Trustee or the Paying Agent, as applicable, Administrative Agent to comply with their respective its obligations under FATCA, to determine that such holder Lender has or has not complied with its such Lender’s obligations under FATCA and, as necessary, to determine the amount to deduct and withhold from such payment. For Solely for purposes of this Section 12.01(c2.17(f)(iv), FATCA “FATCA” shall include any amendments made to FATCA after the Issue Datedate of this Agreement.

Tax Forms. (i) Each nonNon-U.S. holder Purchaser Party that, at any of the following times, is entitled to an exemption from or reduction in United States withholding tax, shall (w) on or prior to the date such nonNon-U.S. holder Purchaser Party becomes a holder “Non-U.S. Purchaser Party” hereunder, (x) on or prior to the date on which any such form or certification expires or becomes obsolete, (y) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (ci) and (yz) from time to time if reasonably requested by the Company Issuer (or, in the case of a participant or SPV, the Trusteerelevant Purchaser), provide the CompanyIssuer (or, in the case of a participant or SPV, the Trustee and the Paying Agent relevant Purchaser) with two properly completed and duly executed originals of one each of the following, as applicable: (A) Forms W-8ECI (claiming exemption from U.S. withholding tax because the income is effectively connected with a U.S. trade or business), W-8BEN-E or other applicable W-8 Form W-8BEN (claiming exemption from, or a reduction of, U.S. withholding tax under an income tax treaty) and/or W-8IMY (together with appropriate forms, certifications and supporting statements) or any successor forms, (B) in the case of a nonNon-U.S. holder Purchaser Party claiming exemption under Sections 871(h) or 881(c) of the Code, Form W-8BEN-E or other applicable W-8 Form W-8BEN (claiming exemption from U.S. withholding tax under the portfolio interest exemption) or any successor form and a certificate in form and substance acceptable to the Company relevant Purchaser that such nonNon-U.S. holder Purchaser Party is not (1) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (2) a “10 percent shareholder” of the Company Issuer within the meaning of Section 881(c)(3)(B) of the Code or (3) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code or (C) any other applicable document prescribed by the IRS that enables the Company to determine its withholding and reporting obligations. (ii) Each U.S. holder shall (w) on or prior certifying as to the date entitlement of such holder becomes a holder hereunderNon-U.S. Purchaser Party to such exemption from United States withholding tax or reduced rate with respect to all payments to be made to such Non-U.S. Purchaser Party under the Loan Documents. Unless the Issuer, (x) after the occurrence of any event requiring a change and, in the most recent form case of a participant or certification previously delivered by it pursuant an SPV, a Purchaser, have received forms or other documents satisfactory to this clause (ii) and (y) from time them indicating that payments under any Loan Document to time if requested by the Company, provide the Company with two completed originals of Form W-9 (certifying that the holder is entitled to an exemption from or for a Non-U.S. backup withholding tax) or any successor form. (iii) If a payment made to a holder under this Indenture would be Purchaser Party are not subject to U.S. United States withholding tax imposed or are subject to such tax at a rate reduced by FATCA if an applicable tax treaty, the Loan Parties and the relevant Purchaser shall withhold amounts required to be withheld by applicable Requirements of Law from such holder were to fail to comply with payments at the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such holder shall deliver to the Company, the Trustee and the Paying Agent, at the time or times prescribed by law and at such time or times reasonably requested by the Company, the Trustee or the Paying Agent, such documentation and information prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation and information reasonably requested by the Company, the Trustee or the Paying Agent as may be necessary for the Company, the Trustee or the Paying Agent, as applicable, to comply with their respective obligations under FATCA, to determine that such holder has or has not complied with its obligations under FATCA and, as necessary, to determine the amount to deduct and withhold from such payment. For purposes of this Section 12.01(c), FATCA shall include any amendments made to FATCA after the Issue Datestatutory rate.

Tax Forms. (i) Each nonNon-U.S. holder Lender Party that, at any of the following times, is entitled to an exemption from United States withholding tax or, after a change in any Requirement of Law, is subject to such withholding tax at a reduced rate under an applicable tax treaty, shall (w) on or prior to the date such nonNon-U.S. holder Lender Party becomes a holder “Non-U.S. Lender Party” hereunder, (x) on or prior to the date on which any such form or certification expires or becomes obsolete, (y) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (ci) and (yz) from time to time if reasonably requested by the Company Borrower or the TrusteeAdministrative Agent (or, in the case of a participant or SPV, the relevant Lender), provide the CompanyAdministrative Agent and the Borrower (or, in the case of a participant or SPV, the Trustee and the Paying Agent relevant Lender) with two properly completed and duly executed originals of one each of the following, as applicable: (A) Forms W-8ECI (claiming exemption from U.S. withholding tax because the income is effectively connected with a U.S. trade or business), W-8BEN-E or other applicable W-8 Form W-8BEN (claiming exemption from, or a reduction of, U.S. withholding tax under an income tax treaty) and/or W-8IMY (together with appropriate forms, certifications and supporting statements) or any successor forms, (B) in the case of a nonNon-U.S. holder Lender Party claiming exemption under Sections 871(h) or 881(c) of the Code, Form W-8BEN-E or other applicable W-8 Form W-8BEN (claiming exemption from U.S. withholding tax under the portfolio interest exemption) or any successor form and a certificate in form and substance acceptable to the Company Administrative Agent that such nonNon-U.S. holder Lender Party is not (1) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (2) a “10 percent shareholder” of the Company Borrower within the meaning of Section 881(c)(3)(B) of the Code or (3) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code or (C) any other applicable document prescribed by the IRS certifying as to the entitlement of such Non-U.S. Lender Party to such exemption from United States withholding tax or reduced rate with respect to all payments to be made to such Non-U.S. Lender Party under the Loan Documents. Unless the Borrower and the Administrative Agent have received forms or other documents satisfactory to them indicating that enables payments under any Loan Document to or for a Non-U.S. Lender Party are not subject to United States withholding tax or are subject to such tax at a rate reduced by an applicable tax treaty, the Company Loan Parties and the Administrative Agent shall withhold amounts required to determine its withholding and reporting obligationsbe withheld by applicable Requirements of Law from such payments at the applicable statutory rate. (ii) Each U.S. holder Lender Party shall (wA) on or prior to the date such holder U.S. Lender Party becomes a holder “U.S. Lender Party” hereunder, (xB) on or prior to the date on which any such form or certification expires or becomes obsolete, (C) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (iif) and (yD) from time to time if requested by the CompanyBorrower or the Administrative Agent (or, in the case of a participant or SPV, the relevant Lender), provide the Company Administrative Agent and the Borrower (or, in the case of a participant or SPV, the relevant Lender) with two completed originals of Form W-9 (certifying that the holder such U.S. Lender Party is entitled to an exemption from U.S. backup withholding tax) or any successor form. (iii) If Each Lender having sold a payment made to a holder under this Indenture would be subject to U.S. withholding tax imposed by FATCA if participation in any of its Obligations or identified an SPV as such holder 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 holder shall deliver to the Company, Administrative Agent shall collect from such participant or SPV the Trustee and the Paying Agent, at the time or times prescribed by law and at such time or times reasonably requested by the Company, the Trustee or the Paying Agent, such documentation and information prescribed by applicable law documents described in this clause (including as prescribed by Section 1471(b)(3)(C)(i) of the Codef) and such additional documentation and information reasonably requested by provide them to the Company, the Trustee or the Paying Agent as may be necessary for the Company, the Trustee or the Paying Administrative Agent, as applicable, to comply with their respective obligations under FATCA, to determine that such holder has or has not complied with its obligations under FATCA and, as necessary, to determine the amount to deduct and withhold from such payment. For purposes of this Section 12.01(c), FATCA shall include any amendments made to FATCA after the Issue Date.

Tax Forms. (i) Each nonNon-U.S. holder Lender Party that, at any of the following times, is entitled to an exemption from United States withholding tax or, after a change in any Requirement of Law, is subject to such withholding tax at a reduced rate under an applicable tax treaty, shall (w) on or prior to the date such nonNon-U.S. holder Lender Party becomes a holder "Non-U.S. Lender Party" hereunder, (x) on or prior to the date on which any such form or certification expires or becomes obsolete, (y) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (ci) and (yz) from time to time if reasonably requested by the Company Borrower or the TrusteeAdministrative Agent (or, in the case of a participant or SPV, the relevant Lender), provide the CompanyAdministrative Agent and the Borrower (or, in the case of a participant or SPV, the Trustee and the Paying Agent relevant Lender) with two properly completed and duly executed originals of one each of the following, as applicable: (A) Forms W-8ECI (claiming exemption from U.S. withholding tax because the income is effectively connected with a U.S. trade or business), W-8BEN-E or other applicable W-8 Form W-8BEN (claiming exemption from, or a reduction of, U.S. withholding tax under an income tax treaty) and/or W-8IMY (together with appropriate forms, certifications and supporting statements) or any successor forms, (B) in the case of a nonNon-U.S. holder Lender Party claiming exemption under Sections 871(h) or 881(c) of the Code, Form W-8BEN-E or other applicable W-8 Form W-8BEN (claiming exemption from U.S. withholding tax under the portfolio interest exemption) or any successor form and a certificate in form and substance acceptable to the Company Administrative Agent that such nonNon-U.S. holder Lender Party is not (1) a “"bank” " within the meaning of Section 881(c)(3)(A) of the Code, (2) a “"10 percent shareholder” " of the Company Borrower within the meaning of Section 881(c)(3)(B) of the Code or (3) a “"controlled foreign corporation” " described in Section 881(c)(3)(C) of the Code or (C) any other applicable document prescribed by the IRS certifying as to the entitlement of such Non-U.S. Lender Party to such exemption from United States withholding tax or reduced rate with respect to all payments to be made to such Non-U.S. Lender Party under the Loan Documents. Unless the Borrower and the Administrative Agent have received forms or other documents satisfactory to them indicating that enables payments under any Loan Document to or for a Non-U.S. Lender Party are not subject to United States withholding tax or are subject to such tax at a rate reduced by an applicable tax treaty, the Company Loan Parties and the Administrative Agent shall withhold amounts required to determine its withholding and reporting obligationsbe withheld by applicable Requirements of Law from such payments at the applicable statutory rate. (iii) Each U.S. holder Lender Party shall (wA) on or prior to the date such holder U.S. Lender Party becomes a holder "U.S. Lender Party" hereunder, (xB) on or prior to the date on which any such form or certification expires or becomes obsolete, (C) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (iif) and (yD) from time to time if requested by the CompanyBorrower or the Administrative Agent (or, in the case of a participant or SPV, the relevant Lender), provide the Company Administrative Agent and the Borrower (or, in the case of a participant or SPV, the relevant Lender) with two completed originals of Form W-9 (certifying that the holder such U.S. Lender Party is entitled to an exemption from U.S. backup withholding tax) or any successor form. (iiiii) If Each Lender having sold a payment made to a holder under this Indenture would be subject to U.S. withholding tax imposed by FATCA if participation in any of its Obligations or identified an SPV as such holder 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 holder shall deliver to the Company, Administrative Agent shall collect from such participant or SPV the Trustee documents described in this clause (f) and provide them to the Administrative Agent and the Paying Agent, at the time or times prescribed by law and at such time or times reasonably requested by the Company, the Trustee or the Paying Agent, such documentation and information prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation and information reasonably requested by the Company, the Trustee or the Paying Agent as may be necessary for the Company, the Trustee or the Paying Agent, as applicable, to comply with their respective obligations under FATCA, to determine that such holder has or has not complied with its obligations under FATCA and, as necessary, to determine the amount to deduct and withhold from such payment. For purposes of this Section 12.01(c), FATCA shall include any amendments made to FATCA after the Issue DateBorrower.

Tax Forms. (i) Each nonNon-U.S. holder Noteholder Party that, at any of the following times, is entitled to an exemption from United States withholding tax or, after a change in any Requirement of Law, is subject to such withholding tax at a reduced rate under an applicable tax treaty, shall (wA) on or prior to the date such nonNon-U.S. holder Noteholder Party becomes a holder “Non-U.S. Noteholder Party” hereunder, (xB) on or prior to the date on which any such form or certification expires or becomes obsolete, (C) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (ci) and (yD) from time to time if reasonably requested by the Company or the TrusteeSubordinated Notes Agent (or, in the case of a participant or SPV, the relevant Noteholder), provide the CompanySubordinated Notes Agent and the Company (or, in the case of a participant or SPV, the Trustee and the Paying Agent relevant Noteholder) with two properly completed and duly executed originals of one each of the following, as applicable: (A1) Forms W-8ECI (claiming exemption from U.S. withholding tax because the income is effectively connected with a U.S. trade or business), W-8BEN-E or other applicable W-8 Form W-8BEN (claiming exemption from, or a reduction of, U.S. withholding tax under an income tax treaty) and/or W-8IMY (together with appropriate forms, certifications and supporting statements) or any successor forms, (B2) in the case of a nonNon-U.S. holder Noteholder Party claiming exemption under Sections 871(h) or 881(c) of the Code, Form W-8BEN-E or other applicable W-8 Form W-8BEN (claiming exemption from U.S. withholding tax under the portfolio interest exemption) or any successor form and a certificate in form and substance acceptable to the Company Subordinated Notes Agent that such nonNon-U.S. holder Noteholder Party is not (1x) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (2y) a “10 percent shareholder” of the Company within the meaning of Section 881(c)(3)(B) of the Code or (3z) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code or (C3) any other applicable document prescribed by the IRS that enables certifying as to the entitlement of such Non-U.S. Noteholder Party to such exemption from United States withholding tax or reduced rate with respect to all payments to be made to such Non-U.S. Noteholder Party under the Subordinated Notes Documents. Unless the Company and the Subordinated Notes Agent have received forms or other documents satisfactory to determine its them indicating that payments under any Subordinated Notes Document to or for a Non-U.S. Noteholder Party are not subject to United States withholding tax or are subject to such tax at a rate reduced by an applicable tax treaty, the Credit Parties and reporting obligationsthe Subordinated Notes Agent shall withhold amounts required to be withheld by applicable Requirements of Law from such payments at the applicable statutory rate. (ii) Each U.S. holder Noteholder Party shall (wA) on or prior to the date such holder U.S. Noteholder Party becomes a holder “U.S. Noteholder Party” hereunder, (xB) on or prior to the date on which any such form or certification expires or becomes obsolete, (C) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (iif) and (yD) from time to time if requested by the CompanyCompany or the Subordinated Notes Agent (or, in the case of a participant or SPV, the relevant Noteholder), provide the Subordinated Notes Agent and the Company (or, in the case of a participant or SPV, the relevant Noteholder) with two completed originals of Form W-9 (certifying that the holder such U.S. Noteholder Party is entitled to an exemption from U.S. backup withholding tax) or any successor form. (iii) If Each Noteholder having sold a payment made to a holder under this Indenture would be subject to U.S. withholding tax imposed by FATCA if participation in any of its Obligations or identified an SPV as such holder 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 holder shall deliver to the Company, Subordinated Notes Agent shall collect from such participant or SPV the Trustee and the Paying Agent, at the time or times prescribed by law and at such time or times reasonably requested by the Company, the Trustee or the Paying Agent, such documentation and information prescribed by applicable law documents described in this clause (including as prescribed by Section 1471(b)(3)(C)(i) of the Codef) and such additional documentation and information reasonably requested by provide them to the Company, the Trustee or the Paying Agent as may be necessary for the Company, the Trustee or the Paying Subordinated Notes Agent, as applicable, to comply with their respective obligations under FATCA, to determine that such holder has or has not complied with its obligations under FATCA and, as necessary, to determine the amount to deduct and withhold from such payment. For purposes of this Section 12.01(c), FATCA shall include any amendments made to FATCA after the Issue Date.

Tax Forms. (i) Each nonNon-U.S. holder Lender Party that, at any of the following times, is entitled to an exemption from United States withholding tax or is subject to such withholding tax at a reduced rate under an applicable tax treaty, shall (w) on or prior to the date such nonNon-U.S. holder Lender Party becomes a holder "Non-U.S. Lender Party" hereunder, (x) on or prior to the date on which any such form or certification expires or becomes obsolete, (y) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (ci) and (yz) from time to time if reasonably requested by the Company Borrower or the TrusteeAdministrative Agent (or, in the case of a participant or SPV, the relevant Lender), provide the CompanyAdministrative Agent and the Borrower (or, in the case of a participant or SPV, the Trustee and the Paying Agent relevant Lender) with two properly completed and duly executed originals of one each of the following, as applicable: (A) Forms W-8ECI (claiming exemption from U.S. withholding tax because the income is effectively connected with a U.S. trade or business), W-8BEN-E or other applicable W-8 Form W-8BEN (claiming exemption from, or a reduction of, U.S. withholding tax under an income tax treaty) and/or W-8IMY (together with appropriate any required accompanying forms, certifications and supporting statements) or any successor forms, (B) in the case of a nonNon-U.S. holder Lender Party claiming exemption under Sections 871(h) or 881(c) of the Code, Form W-8BEN-E or other applicable W-8 Form W-8BEN (claiming exemption from U.S. withholding tax under the portfolio interest exemption) or any successor form and a certificate in form and substance acceptable to the Company Administrative Agent that such nonNon-U.S. holder Lender Party is not (1) a “"bank” " within the meaning of Section 881(c)(3)(A) of the Code, (2) a “"10 percent shareholder” " of the Company Borrower within the meaning of Section 881(c)(3)(B) of the Code or (3) a “"controlled foreign corporation” " described in Section 881(c)(3)(C) of the Code or (C) any other applicable document prescribed by the IRS certifying as to the entitlement of such Non-U.S. Lender Party to such exemption from United States withholding tax or reduced rate with respect to all payments to be made to such Non-U.S. Lender Party under the Loan Documents. Unless the Borrower and the Administrative Agent have received forms or other documents satisfactory to them indicating that enables payments under any Loan Document to or for a Non-U.S. Lender Party are not subject to United States withholding tax, the Company Loan Parties and the Administrative Agent shall withhold amounts required to determine its withholding and reporting obligationsbe withheld by applicable Requirements of Law from such payments at the applicable statutory rate or at a reduced rate under an applicable tax treaty. (iii) Each U.S. holder Lender Party shall (wA) on or prior to the date such holder U.S. Lender Party becomes a holder "U.S. Lender Party" hereunder, (xB) on or prior to the date on which any such form or certification expires or becomes obsolete, (C) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (iif) and (yD) from time to time if requested by the CompanyBorrower or the Administrative Agent (or, in the case of a participant or SPV, the relevant Lender), provide the Company Administrative Agent and the Borrower (or, in the case of a participant or SPV, the relevant Lender) with two properly completed and duly executed originals of Form W-9 (certifying that the holder such U.S. Lender Party is entitled to an exemption from U.S. backup withholding tax) or any successor form. (iiiii) If Each Lender having sold a payment made to a holder under this Indenture would be subject to U.S. withholding tax imposed by FATCA if participation in any of its Obligations or identified an SPV as such holder 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 holder shall deliver to the Company, Administrative Agent shall collect from such participant or SPV the Trustee and the Paying Agent, at the time or times prescribed by law and at such time or times reasonably requested by the Company, the Trustee or the Paying Agent, such documentation and information prescribed by applicable law documents REVOLVING CREDIT AGREEMENT [DAYTON SUPERIOR CORPORATION] described in this clause (including as prescribed by Section 1471(b)(3)(C)(i) of the Codef) and such additional documentation provide them, along with two properly completed and information reasonably requested by duly executed originals of Form W-8IMY to the Company, the Trustee or the Paying Agent as may be necessary for the Company, the Trustee or the Paying Administrative Agent, as applicable, to comply with their respective obligations under FATCA, to determine that such holder has or has not complied with its obligations under FATCA and, as necessary, to determine the amount to deduct and withhold from such payment. For purposes of this Section 12.01(c), FATCA shall include any amendments made to FATCA after the Issue Date.

Tax Forms. (i) Each nonNon-U.S. holder Lender Party that, at any of the following times, is entitled to an exemption from United States withholding Tax or, after a change in any Requirement of Law, is subject to such withholding Tax at a reduced rate under an applicable Tax treaty, shall (w) on or prior to the date such nonNon-U.S. holder Lender Party becomes a holder “Non-U.S. Lender Party” hereunder, (x) on or prior to the date on which any such form or certification expires or becomes obsolete, (y) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (ci) and (yz) from time to time if reasonably requested by Borrowers’ Agent or Agent (or, in the Company case of a participant or SPV, the Trusteerelevant Lender), provide Agent and Borrowers’ Agent (or, in the Companycase of a participant or SPV, the Trustee and the Paying Agent relevant Lender) with two properly completed and duly executed originals of one each of the following, as applicable: (A) Forms W-8ECI (claiming exemption from U.S. withholding tax because the income is effectively connected with a U.S. trade or business), W-8BEN-E or other applicable W-8 Form W-8BEN (claiming exemption from, or a reduction of, U.S. withholding tax under an income tax treaty) and/or W-8IMY (together with appropriate forms, certifications and supporting statements) or any successor forms, (B) in the case of a nonNon-U.S. holder Lender Party claiming exemption under Sections 871(h) or 881(c) of the Code, Form W-8BEN-E or other applicable W-8 Form W-8BEN (claiming exemption from U.S. withholding tax under the portfolio interest exemption) or any successor form and a certificate in form and substance acceptable to the Company Agent that such nonNon-U.S. holder Lender Party is not (1) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (2) a “10 percent shareholder” of the Company Borrowers within the meaning of Section 881(c)(3)(B) of the Code or (3) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code or (C) any other applicable document prescribed by the IRS certifying as to the entitlement of such Non-U.S. Lender Party to such exemption from United States withholding tax or reduced rate with respect to all payments to be made to such Non-U.S. Lender Party under the Loan Documents. Unless Borrowers’ Agent and Agent have received forms or other documents satisfactory to them indicating that enables payments under any Loan Document to or for a Non-U.S. Lender Party are not subject to United States withholding tax or are subject to such tax at a rate reduced by an applicable tax treaty, the Company Loan Parties and Agent shall withhold amounts required to determine its withholding and reporting obligationsbe withheld by applicable Requirements of Law from such payments at the applicable statutory rate. (ii) Each U.S. holder Lender Party shall (wA) on or prior to the date such holder U.S. Lender Party becomes a holder “U.S. Lender Party” hereunder, (xB) on or prior to the date on which any such form or certification expires or becomes obsolete, (C) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (iif) and (yD) from time to time if requested by Borrowers or Agent (or, in the Companycase of a participant, the relevant Lender), provide Agent and Borrowers (or, in the Company case of a participant, the relevant Lender) with two completed originals of Form W-9 (certifying that the holder such U.S. Lender Party is entitled to an exemption from U.S. backup withholding tax) or any successor form. (iii) Each Lender having sold a participation in any of its Obligations shall collect from such participant the documents described in this clause (f) and provide them to Agent. (iv) If a payment made to a holder under this Indenture Non-U.S. Lender Party would be subject to U.S. United States federal withholding tax Tax imposed by FATCA if such holder were to fail Non-U.S. Lender Party fails to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable)FATCA, such holder Non-U.S. Lender Party shall deliver to the Company, the Trustee Agent and the Paying Agent, at the time Borrowers’ Agent any documentation under any Requirement of Law or times prescribed by law and at such time or times reasonably requested by the Company, the Trustee Agent or the Paying Agent, such documentation and information prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation and information reasonably requested by the Company, the Trustee Borrowers’ Agent sufficient for Agent or the Paying Agent as may be necessary for the Company, the Trustee or the Paying Agent, as applicable, Borrowers to comply with their respective obligations under FATCA, FATCA and to determine that such holder Non-U.S. Lender has or has not complied with its obligations under FATCA and, as necessary, or to determine the amount to deduct and withhold from such payment. For Solely for the purposes of this Section 12.01(cclause (iv), FATCA “FATCA” shall include any amendments made to FATCA after the Issue Datedate of this Agreement.

Tax Forms. (i) Each nonNon-U.S. holder Lender Party that, at any of the following times, is entitled to an exemption from United States withholding tax or, after a change in any Requirement of Law, is subject to such withholding tax at a reduced rate under an applicable tax treaty, shall (w) on or prior to the date such nonNon-U.S. holder Lender Party becomes a holder “Non-U.S. Lender Party” hereunder, (x) on or prior to the date on which any such form or certification expires or becomes obsolete, (y) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (ci) and (yz) from time to time if reasonably requested by Borrower or Administrative Agent (or, in the Company or case of a participant, the Trusteerelevant Lender), provide Administrative Agent and Borrower (or, in the Companycase of a participant, the Trustee and the Paying Agent relevant Lender) with two properly completed and duly executed originals of one each of the following, as applicable: (A) Forms W-8ECI (claiming exemption from U.S. withholding tax because the income is effectively connected with a U.S. trade or business), W-8BEN-E or other applicable W-8 Form W-8BEN (claiming exemption from, or a reduction of, U.S. withholding tax under an income tax treaty) and/or W-8IMY (together with appropriate forms, certifications and supporting statements) or any successor forms, (B) in the case of a nonNon-U.S. holder Lender Party claiming exemption under Sections 871(h) or 881(c) of the Code, Form W-8BEN-E or other applicable W-8 Form W-8BEN (claiming exemption from U.S. withholding tax under the portfolio interest exemption) or any successor form and a certificate in form and substance acceptable to the Company Administrative Agent that such nonNon-U.S. holder Lender Party is not (1) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (2) a “10 percent shareholder” of the Company Borrower within the meaning of Section 881(c)(3)(B) of the Code or (3) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code or (C) any other applicable document prescribed by the IRS that enables the Company to determine its withholding and reporting obligations. (ii) Each U.S. holder shall (w) on or prior certifying as to the date entitlement of such holder becomes a holder hereunder, (x) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant Non-U.S. Lender Party to this clause (ii) and (y) from time to time if requested by the Company, provide the Company with two completed originals of Form W-9 (certifying that the holder is entitled to an such exemption from U.S. backup United States withholding tax) tax or any successor form. (iii) If a payment reduced rate with respect to all payments to be made to such Non-U.S. Lender Party under the Loan Documents. Unless Borrower and Administrative Agent have received forms or other documents satisfactory to them indicating that payments under any Loan Document to or for a holder under this Indenture would be Non-U.S. Lender Party are not subject to U.S. United States withholding tax imposed or are subject to such tax at a rate reduced by FATCA if an applicable tax treaty, Borrower and Administrative Agent shall withhold amounts required to be withheld by applicable Requirements of Law from such holder were to fail to comply with payments at the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such holder shall deliver to the Company, the Trustee and the Paying Agent, at the time or times prescribed by law and at such time or times reasonably requested by the Company, the Trustee or the Paying Agent, such documentation and information prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation and information reasonably requested by the Company, the Trustee or the Paying Agent as may be necessary for the Company, the Trustee or the Paying Agent, as applicable, to comply with their respective obligations under FATCA, to determine that such holder has or has not complied with its obligations under FATCA and, as necessary, to determine the amount to deduct and withhold from such payment. For purposes of this Section 12.01(c), FATCA shall include any amendments made to FATCA after the Issue Datestatutory rate.

Tax Forms. (i) Each nonNon-U.S. holder Lender Party that, at any of the following times, is entitled to an exemption from United States withholding tax or, after a change in any Requirement of Law, is subject to such withholding tax at a reduced rate under an applicable tax treaty, shall (w) on or prior to the date such nonNon-U.S. holder Lender Party becomes a holder “Non-U.S. Lender Party” hereunder, (x) on or prior to the date on which any such form or certification expires or becomes obsolete, (y) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (ci) and (yz) from time to time if reasonably requested by the Company Borrower or the TrusteeAdministrative Agent (or, in the case of a participant or SPV, the relevant Lender), provide the CompanyAdministrative Agent and the Borrower (or, in the case of a participant or SPV, the Trustee and the Paying Agent relevant Lender) with two properly completed and duly executed originals of one each of the following, as applicable: (A) Forms W-8ECI (claiming exemption from U.S. withholding tax because the income is effectively connected with a U.S. trade or business), W-8BEN-E or other applicable W-8 Form W-8BEN (claiming exemption from, or a reduction of, U.S. withholding tax under an income tax treaty) and/or W-8IMY (together with appropriate forms, certifications and supporting statements) or any successor forms, (B) in the case of a nonNon-U.S. holder Lender Party claiming exemption under Sections 871(h) or 881(c) of the Code, Form W-8BEN-E or other applicable W-8 Form W-8BEN (claiming exemption from U.S. withholding tax under the portfolio interest exemption) or any successor form and a certificate in form and substance acceptable to the Company Administrative Agent that such nonNon-U.S. holder Lender Party is not (1) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (2) a “10 percent shareholder” of the Company Borrower within the meaning of Section 881(c)(3)(B) of the Code or (3) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code or (C) any other applicable document prescribed by the IRS certifying as to the entitlement of such Non-U.S. Lender Party to such exemption from United States withholding tax or reduced rate with respect to all payments to be made to such Non-U.S. Lender Party under the Loan Documents. Unless the Borrower and the Administrative Agent have received forms or other documents satisfactory to them indicating that enables payments under any Loan Document to or for a Non-U.S. Lender Party are not subject to United States withholding tax or are subject to such tax at a rate reduced by an applicable tax treaty, the Company Loan Parties and the Administrative Agent shall withhold amounts required to determine its withholding and reporting obligationsbe withheld by applicable Requirements of Law from such payments at the applicable statutory rate. PARLUX LTD. (iii) Each U.S. holder Lender Party shall (wA) on or prior to the date such holder U.S. Lender Party becomes a holder “U.S. Lender Party” hereunder, (xB) on or prior to the date on which any such form or certification expires or becomes obsolete, (C) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (iif) and (yD) from time to time if requested by the CompanyBorrower or the Administrative Agent (or, in the case of a participant or SPV, the relevant Lender), provide the Company Administrative Agent and the Borrower (or, in the case of a participant or SPV, the relevant Lender) with two completed originals of Form W-9 (certifying that the holder such U.S. Lender Party is entitled to an exemption from U.S. backup withholding tax) or any successor form. (iiiii) If Each Lender having sold a payment made to a holder under this Indenture would be subject to U.S. withholding tax imposed by FATCA if participation in any of its Obligations or identified an SPV as such holder 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 holder shall deliver to the Company, Administrative Agent shall collect from such participant or SPV the Trustee and the Paying Agent, at the time or times prescribed by law and at such time or times reasonably requested by the Company, the Trustee or the Paying Agent, such documentation and information prescribed by applicable law documents described in this clause (including as prescribed by Section 1471(b)(3)(C)(i) of the Codef) and such additional documentation and information reasonably requested by provide them to the Company, the Trustee or the Paying Agent as may be necessary for the Company, the Trustee or the Paying Administrative Agent, as applicable, to comply with their respective obligations under FATCA, to determine that such holder has or has not complied with its obligations under FATCA and, as necessary, to determine the amount to deduct and withhold from such payment. For purposes of this Section 12.01(c), FATCA shall include any amendments made to FATCA after the Issue Date.

Tax Forms. (i) Each nonNon-U.S. holder Lender Party that, at any of the following times, is entitled to an exemption from United States withholding tax or, after a change in any Requirement of Law, is subject to such withholding tax at a reduced rate under an applicable tax treaty, shall (wA) on or prior to the date such nonNon-U.S. holder Lender Party becomes a holder “Non-U.S. Lender Party” hereunder, (xB) on or prior to the date on which any such form or certification expires or becomes obsolete, (C) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (ci) and (yD) from time to time if reasonably requested by Borrowers or Administrative Agent (or, in the Company case of a participant or SPV, the Trusteerelevant Lender), provide Administrative Agent and Borrowers (or, in the Companycase of a participant or SPV, the Trustee and the Paying Agent relevant Lender) with two properly 2 completed and duly executed originals of one each of the following, as applicable: (Ax) Forms W-8ECI (claiming exemption from U.S. withholding tax because the income is effectively connected with a U.S. trade or business), W-8BEN-E or other applicable W-8 Form W-8BEN (claiming exemption from, or a reduction of, U.S. withholding tax under an income tax treaty) and/or W-8IMY (together with appropriate forms, certifications and supporting statements) or any successor forms, (By) in the case of a nonNon-U.S. holder Lender Party claiming exemption under Sections 871(h) or 881(c) of the Code, Form W-8BEN-E or other applicable W-8 Form W-8BEN (claiming exemption from U.S. withholding tax under the portfolio interest exemption) or any successor form and a certificate in form and substance acceptable to the Company Administrative Agent that such nonNon-U.S. holder Lender Party is not (1) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (2) a “10 percent shareholder” of the Company any Borrower within the meaning of Section 881(c)(3)(B) of the Code or (3) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code or (Cz) any other applicable document prescribed by the IRS certifying as to the entitlement of such Non-U.S. Lender Party to such exemption from United States withholding tax or reduced rate with respect to all payments to be made to such Non-U.S. Lender Party under the Loan Documents. Unless Borrowers and Administrative Agent have received forms or other documents satisfactory to them indicating that enables payments under any Loan Document to or for a Non-U.S. Lender Party are not subject to United States withholding tax or are subject to such tax at a rate reduced by an applicable tax treaty, the Company Credit Parties and Administrative Agent shall withhold amounts required to determine its withholding and reporting obligationsbe withheld by applicable Requirements of Law from such payments at the applicable statutory rate. (iii) Each U.S. holder Lender Party shall (wA) on or prior to the date such holder U.S. Lender Party becomes a holder “U.S. Lender Party” hereunder, (xB) on or prior to the date on which any such form or certification expires or becomes obsolete, (C) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (iif) and (yD) from time to time if requested by Borrowers or Administrative Agent (or, in the Companycase of a participant or SPV, the relevant Lender), provide Administrative Agent and Borrowers (or, in the Company case of a participant or SPV, the relevant Lender) with two completed originals of Form W-9 (certifying that the holder such U.S. Lender Party is entitled to an exemption from U.S. backup withholding tax) or any successor form. (iiiii) If Each Lender having sold a payment made participation in any of its Obligations or identified an SPV as such to a holder under Administrative Agent] shall collect from such participant or SPV the documents described in this Indenture would be subject to U.S. withholding tax imposed by FATCA if such holder were to fail to comply with the applicable reporting requirements of FATCA clause (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such holder shall deliver to the Company, the Trustee and the Paying Agent, at the time or times prescribed by law and at such time or times reasonably requested by the Company, the Trustee or the Paying Agent, such documentation and information prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Codef) and such additional documentation and information reasonably requested by the Company, the Trustee or the Paying Agent as may be necessary for the Company, the Trustee or the Paying provide them to Administrative Agent, as applicable, to comply with their respective obligations under FATCA, to determine that such holder has or has not complied with its obligations under FATCA and, as necessary, to determine the amount to deduct and withhold from such payment. For purposes of this Section 12.01(c), FATCA shall include any amendments made to FATCA after the Issue Date.

Tax Forms. (i) Each nonNon-U.S. holder Lender Party that, at any of the following times, is entitled to an exemption from United States withholding tax or, after a change in any Requirement of Law, is subject to such withholding tax at a reduced rate under an applicable tax treaty, shall (w) on or prior to the date such nonNon-U.S. holder Lender Party becomes a holder “Non-U.S. Lender Party” hereunder, (x) on or prior to the date on which any such form or certification expires or becomes obsolete, (y) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (ci) and (yz) from time to time if reasonably requested by the Company Borrower or the TrusteeAdministrative Agent (or, in the case of a participant or SPV, the relevant Lender), provide the CompanyAdministrative Agent and the Borrower (or, in the case of a participant or SPV, the Trustee and the Paying Agent relevant Lender) with two properly completed and duly executed originals of one each of the following, as applicable: (A) Forms W-8ECI (claiming exemption from U.S. withholding tax because the income is effectively connected with a U.S. trade or business), W-8BEN-E or other applicable W-8 Form W-8BEN (claiming exemption from, or a reduction of, U.S. withholding tax under an income tax treaty) and/or W-8IMY (together with appropriate forms, certifications and supporting statements) or any successor forms, (B) in the case of a nonNon-U.S. holder Lender Party claiming exemption under Sections 871(h) or 881(c) of the Code, Form W-8BEN-E or other applicable W-8 Form W-8BEN (claiming exemption from U.S. withholding tax under the portfolio interest exemption) or any successor form and a certificate in form and substance acceptable to the Company Administrative Agent that such nonNon-U.S. holder Lender Party is not (1) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (2) a “10 percent shareholder” of the Company Borrower within the meaning of Section 881(c)(3)(B) of the Code or (3) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code or (C) any other applicable document prescribed by the IRS certifying as to the entitlement of such Non-U.S. Lender Party to such exemption from United States withholding tax or reduced rate with respect to all payments to be made to such Non-U.S. Lender Party under the Loan Documents. Unless the Borrower and the Administrative Agent have received forms or other documents satisfactory to them indicating that enables payments under any Loan Document to or for a Non-U.S. Lender Party are not subject to United States withholding tax or are subject to such tax at a rate reduced by an applicable tax treaty, the Company Borrower and the Administrative Agent shall withhold amounts required to determine its withholding and reporting obligationsbe withheld by applicable Requirements of Law from such payments at the applicable statutory rate. (iii) Each U.S. holder Lender Party shall (wA) on or prior to the date such holder U.S. Lender Party becomes a holder “U.S. Lender Party” hereunder, (xB) on or prior to the date on which any such form or certification expires or becomes obsolete, (C) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (iif) and (yD) from time to time if requested by the CompanyBorrower or the Administrative Agent (or, in the case of a participant or SPV, the relevant Lender), provide the Company Administrative Agent and the Borrower (or, in the case of a participant or SPV, the relevant Lender) with two completed originals of Form W-9 (certifying that the holder such U.S. Lender Party is entitled to an exemption from U.S. backup withholding tax) or any successor form. (iiiii) If Each Lender having sold a payment made to a holder under this Indenture would be subject to U.S. withholding tax imposed by FATCA if participation in any of its Obligations or identified an SPV as such holder 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 holder shall deliver to the Company, Administrative Agent shall collect from such participant or SPV the Trustee and the Paying Agent, at the time or times prescribed by law and at such time or times reasonably requested by the Company, the Trustee or the Paying Agent, such documentation and information prescribed by applicable law documents described in this clause (including as prescribed by Section 1471(b)(3)(C)(i) of the Codef) and such additional documentation and information reasonably requested by provide them to the Company, the Trustee or the Paying Agent as may be necessary for the Company, the Trustee or the Paying Administrative Agent, as applicable, to comply with their respective obligations under FATCA, to determine that such holder has or has not complied with its obligations under FATCA and, as necessary, to determine the amount to deduct and withhold from such payment. For purposes of this Section 12.01(c), FATCA shall include any amendments made to FATCA after the Issue Date.

Tax Forms. (i) Each nonNon-U.S. holder Lender Party that, at any of the following times, is entitled to an exemption from United States withholding tax or, after a change in any Requirement of Law, is subject to such withholding tax at a reduced rate under an applicable tax treaty, shall (w) on or prior to the date such nonNon-U.S. holder Lender Party becomes a holder “Non-U.S. Lender Party” hereunder, (x) on or prior to the date on which any such form or certification expires or becomes obsolete, (y) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (ci) and (yz) from time to time if reasonably requested by Borrower or Administrative Agent (or, in the Company or case of a participant, the Trusteerelevant Lender), provide Administrative Agent and Borrower (or, in the Companycase of a participant, the Trustee and the Paying Agent relevant Lender) with two properly completed and duly executed originals of one each of the following, as applicable: (A) Forms W-8ECI (claiming exemption from U.S. withholding tax because the income is effectively connected with a U.S. trade or business), W-8BEN-E or other applicable W-8 Form W-8BEN (claiming exemption from, or a reduction of, U.S. withholding tax under an income tax treaty) and/or W-8IMY (together with appropriate forms, certifications and supporting statements) or any successor forms, (B) in the case of a nonNon-U.S. holder Lender Party claiming exemption under Sections 871(h) or 881(c) of the Code, Form W-8BEN-E or other applicable W-8 Form W-8BEN (claiming exemption from U.S. withholding tax under the portfolio interest exemption) or any successor form and a certificate in form and substance acceptable to the Company Administrative Agent that such nonNon-U.S. holder Lender Party is not (1) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (2) a “10 percent shareholder” of the Company Borrower within the meaning of Section 881(c)(3)(B) of the Code or (3) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code or (C) any other applicable document prescribed by the IRS certifying as to the entitlement of such Non-U.S. Lender Party to such exemption from United States withholding tax or reduced rate with respect to all payments to be made to such Non-U.S. Lender Party under the Loan Documents. Unless Borrower and Administrative Agent have received forms or other documents satisfactory to them indicating that enables payments under any Loan Document to or for a Non-U.S. Lender Party are not subject to United States withholding tax or are subject to such tax at a rate reduced by an applicable tax treaty, Borrower and Administrative Agent shall withhold amounts required to be withheld by applicable Requirements of Law from such payments at the Company to determine its withholding and reporting obligationsapplicable statutory rate. (ii) Each U.S. holder Lender Party shall (wA) on or prior to the date such holder U.S. Lender Party becomes a holder “U.S. Lender Party” hereunder, (xB) on or prior to the date on which any such form or certification expires or becomes obsolete, (C) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (iif) and (yD) from time to time if requested by Borrower or Administrative Agent (or, in the Companycase of a participant, the relevant Lender), provide Administrative Agent and Borrower (or, in the Company case of a participant, the relevant Lender) with two completed originals of Form W-9 (certifying that the holder such U.S. Lender Party is entitled to an exemption from U.S. backup withholding tax) or any successor form. (iii) Each Lender having sold a participation in any of its Obligations shall collect from such participant the documents described in this clause (f) and provide them to Administrative Agent. (iv) If a payment made to a holder under this Indenture Non-U.S. Lender Party would be subject to U.S. United States federal withholding tax Tax imposed by FATCA if such holder were to fail Non-U.S. Lender Party fails to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable)FATCA, such holder Non-U.S. Lender Party shall deliver to the Company, the Trustee Agent and the Paying Agent, at the time Borrower any documentation under any Requirement of Law or times prescribed by law and at such time or times reasonably requested by the Company, the Trustee Administrative Agent or the Paying Agent, such documentation and information prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation and information reasonably requested by the Company, the Trustee Borrower sufficient for Administrative Agent or the Paying Agent as may be necessary for the Company, the Trustee or the Paying Agent, as applicable, Borrower to comply with their respective obligations under FATCA, FATCA and to determine that such holder Non-U.S. Lender has or has not complied with its obligations under FATCA and, as necessary, or to determine the amount to deduct and withhold from such payment. For Solely for the purposes of this Section 12.01(cclause (iv), FATCA “FATCA” shall include any amendments made to FATCA after the Issue Datedate of this Agreement.

Tax Forms. (i) Each nonNon-U.S. holder Lender Party that, at any of the following times, is entitled to an exemption from United States withholding tax or is subject to such withholding tax at a reduced rate under an applicable tax treaty, shall (w) on or prior to the date such nonNon-U.S. holder Lender Party becomes a holder “Non-U.S. Lender Party” hereunder, (x) on or prior to the date on which any such form or certification expires or becomes obsolete, (y) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (ci) and (yz) from time to time if reasonably requested by the Company Borrower or the TrusteeAdministrative Agent (or, in the case of a participant or SPV, the relevant Lender), provide the CompanyAdministrative Agent and the Borrower (or, in the case of a participant or SPV, the Trustee and the Paying Agent relevant Lender) with two properly completed and duly executed originals of one each of the following, as applicable: (A) Forms W-8ECI (claiming exemption from U.S. withholding tax because the income is effectively connected with a U.S. trade or business), W-8BEN-E or other applicable W-8 Form W-8BEN (claiming exemption from, or a reduction of, U.S. withholding tax under an income tax treaty) and/or W-8IMY (together with appropriate any required accompanying forms, certifications and supporting statements) or any successor forms, (B) in the case of a nonNon-U.S. holder Lender Party claiming exemption under Sections 871(h) or 881(c) of the Code, Form W-8BEN-E or other applicable W-8 Form W-8BEN (claiming exemption from U.S. withholding tax under the portfolio interest exemption) or any successor form and a certificate in form and substance acceptable to the Company Administrative Agent that such nonNon-U.S. holder Lender Party is not (1) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (2) a “10 percent shareholder” of the Company Borrower within the meaning of Section 881(c)(3)(B) of the Code or (3) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code or (C) any other applicable document prescribed by the IRS certifying as to the entitlement of such Non-U.S. Lender Party to such exemption from United States withholding tax or reduced rate with respect to all payments to be made to such Non-U.S. Lender Party under the Loan Documents. Unless the Borrower and the Administrative Agent have received forms or other documents satisfactory to them indicating that enables payments under any Loan Document to or for a Non-U.S. Lender Party are not subject to United States withholding tax, the Company Loan Parties and the Administrative Agent shall withhold amounts required to determine its withholding and reporting obligationsbe withheld by applicable Requirements of Law from such payments at the applicable statutory rate or at a reduced rate under an applicable tax treaty. (iii) Each U.S. holder Lender Party shall (wA) on or prior to the date such holder U.S. Lender Party becomes a holder “U.S. Lender Party” hereunder, (xB) on or prior to the date on which any such form or certification expires or becomes obsolete, (C) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (iif) and (yD) from time to time if requested by the CompanyBorrower or the Administrative Agent (or, in the case of a participant or SPV, the relevant Lender), provide the Company Administrative Agent and the Borrower (or, in the case of a participant or SPV, the relevant Lender) with two properly completed and duly executed originals of Form W-9 (certifying that the holder such U.S. Lender Party is entitled to an exemption from U.S. backup withholding tax) or any successor form. (iiiii) If Each Lender having sold a payment made to a holder under this Indenture would be subject to U.S. withholding tax imposed by FATCA if participation in any of its Obligations or identified an SPV as such holder 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 holder shall deliver to the Company, Administrative Agent shall collect from such participant or SPV the Trustee and the Paying Agent, at the time or times prescribed by law and at such time or times reasonably requested by the Company, the Trustee or the Paying Agent, such documentation and information prescribed by applicable law documents described in this clause (including as prescribed by Section 1471(b)(3)(C)(i) of the Codef) and such additional documentation provide them, along with two properly completed and information reasonably requested by duly executed originals of Form W-8IMY to the Company, the Trustee or the Paying Agent as may be necessary for the Company, the Trustee or the Paying Administrative Agent, as applicable, to comply with their respective obligations under FATCA, to determine that such holder has or has not complied with its obligations under FATCA and, as necessary, to determine the amount to deduct and withhold from such payment. For purposes of this Section 12.01(c), FATCA shall include any amendments made to FATCA after the Issue Date.

Tax Forms. (i) Each nonNon-U.S. holder Lender Party (in the case of a participant or SPV, only one whose interest was acquired from a Non-U.S. Lender Party) that, at any of the following times, is entitled to an exemption from United States withholding tax or, after a change in any Requirement of Law that eliminates such exemption, is subject to such withholding tax at a reduced rate under an applicable tax treaty, shall (w) on or prior to the date such nonNon-U.S. holder Lender Party becomes a holder “Non-U.S. Lender Party” hereunder, (x) on or prior to the date on which any such form or certification expires or becomes obsolete, (y) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (ci) and (yz) from time to time if reasonably requested by the Company Borrower or the TrusteeAdministrative Agent (or, in the case of a participant or SPV, the relevant Lender), provide the CompanyAdministrative Agent and the Borrower (or, in the case of a participant or SPV, the Trustee and the Paying Agent relevant Lender) with two properly completed and duly executed originals of one each of the following, as applicable: (A) Forms W-8ECI (claiming exemption from U.S. withholding tax because the income is effectively connected with a U.S. trade or business), W-8BEN-E or other applicable W-8 Form W-8BEN (claiming exemption from, or a reduction of, U.S. withholding tax under an income tax treaty) and/or W-8IMY (together with appropriate forms, certifications and supporting statements) or any successor forms, (B) in the case of a nonNon-U.S. holder Lender Party claiming exemption under Sections 871(h) or 881(c) of the Code, Form W-8BEN-E or other applicable W-8 Form W-8BEN (claiming exemption from U.S. withholding tax under the portfolio interest exemption) or any successor form and a certificate in form and substance acceptable to the Company Administrative Agent that such nonNon-U.S. holder Lender Party (or, in the case of a Non-U.S. Lender Party that is fiscally transparent for U.S. federal tax purposes, each direct or indirect equity owner of such Non-U.S. Lender Party that is regarded for U.S. federal tax purposes) is not (1) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (2) a “10 percent shareholder” of the Company Borrower within the meaning of Section 881(c)(3)(B) of the Code or (3) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code or (C) any other applicable document prescribed by the IRS certifying as to the entitlement of such Non-U.S. Lender Party to such exemption from United States withholding tax or reduced rate with respect to all payments to be made to such Non-U.S. Lender Party under the Loan Documents. Unless the Borrower and the Administrative Agent have received forms or other documents satisfactory to them indicating that enables payments under any Loan Document to or for a Non-U.S. Lender Party are not subject to United States withholding tax or are subject to such tax at a rate reduced by an applicable tax treaty, the Company Loan Parties and the Administrative Agent shall withhold amounts required to determine its withholding and reporting obligationsbe withheld by applicable Requirements of Law from such payments at the applicable statutory rate. (ii) Each U.S. holder Lender Party (in the case of a participant or SPV, only one whose interest was acquired from a Non-U.S. Lender Party) shall (wA) on or prior to the date such holder U.S. Lender Party becomes a holder “U.S. Lender Party” hereunder, (xB) on or prior to the date on which any such form or certification expires or becomes obsolete, (C) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (iif) and (yD) from time to time if requested by the CompanyBorrower or the Administrative Agent (or, in the case of a participant or SPV, the relevant Lender), provide the Company Administrative Agent and the Borrower (or, in the case of a participant or SPV, the relevant Lender) with two properly completed originals of Form W-9 (certifying that the holder such U.S. Lender Party is entitled to an exemption from U.S. backup withholding tax) or any successor form. (iii) If Each Lender having sold a payment made to a holder under this Indenture would be subject to U.S. withholding tax imposed by FATCA if participation in any of its Obligations or identified an SPV as such holder 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 holder shall deliver to the Company, Administrative Agent shall collect from such participant or SPV the Trustee and the Paying Agent, at the time or times prescribed by law and at such time or times reasonably requested by the Company, the Trustee or the Paying Agent, such documentation and information prescribed by applicable law documents described in this clause (including as prescribed by Section 1471(b)(3)(C)(i) of the Codef) and such additional documentation and information reasonably requested by provide them to the Company, the Trustee or the Paying Agent as may be necessary for the Company, the Trustee or the Paying Administrative Agent, as applicable, to comply with their respective obligations under FATCA, to determine that such holder has or has not complied with its obligations under FATCA and, as necessary, to determine the amount to deduct and withhold from such payment. For purposes of this Section 12.01(c), FATCA shall include any amendments made to FATCA after the Issue Date.

Tax Forms. (i) Each nonNon-U.S. holder Lender Party that, at any of the following times, is entitled to an exemption from United States withholding Tax or, after a change in any Requirements of Law, is subject to such withholding Tax at a reduced rate under an applicable Tax treaty, shall (w) on or prior to the date such nonNon-U.S. holder Lender Party becomes a holder “Non-U.S. Lender Party” hereunder, (x) on or prior to the date on which any such form or certification expires or becomes obsolete, (y) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (ci) and (yz) from time to time if reasonably requested by Borrowers or Administrative Agent (or, in the Company case of a participant or SPV, the Trusteerelevant Lender), provide Administrative Agent and Borrowers (or, in the Companycase of a participant or SPV, the Trustee and the Paying Agent relevant Lender) with two properly completed and duly executed originals of one each of the following, as applicable: (A) Forms W-8ECI (claiming exemption from U.S. withholding tax because the income is effectively connected with a U.S. trade or business), W-8BEN or W-8BEN-E or other E, as applicable W-8 Form (claiming exemption from, or a reduction of, U.S. withholding tax under an income tax treaty) and/or or W-8IMY (together with appropriate forms, certifications and supporting statements) or any successor forms, (B) in the case of a nonNon-U.S. holder Lender Party claiming exemption under Sections 871(h) or 881(c) of the Code, Form W-8BEN or W-8BEN-E or other E, as applicable W-8 Form (claiming exemption from U.S. withholding tax under the portfolio interest exemption) or any successor form and a certificate in form and substance acceptable to the Company Administrative Agent that such nonNon-U.S. holder Lender Party is not (1) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (2) a “10 percent shareholder” of the Company Borrowers within the meaning of Section 881(c)(3)(B) of the Code or (3) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code or (C) any other applicable document prescribed by the IRS certifying as to the entitlement of such Non-U.S. Lender Party to such exemption from United States withholding tax or CONA – Healthcare Trust, Inc. 92119388.8 reduced rate with respect to all payments to be made to such Non-U.S. Lender Party under the Loan Documents. Unless Borrowers and Administrative Agent have received forms or other documents satisfactory to them indicating that enables payments under any Loan Document to or for a Non-U.S. Lender Party are not subject to United States withholding tax or are subject to such tax at a rate reduced by an applicable tax treaty, Borrower Parties and Administrative Agent shall withhold amounts required to be withheld by applicable Requirements of Law from such payments at the Company to determine its withholding and reporting obligationsapplicable statutory rate. (ii) Each U.S. holder Lender Party shall (wA) on or prior to the date such holder U.S. Lender Party becomes a holder “U.S. Lender Party” hereunder, (xB) on or prior to the date on which any such form or certification expires or becomes obsolete, (C) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (iif) and (yD) from time to time if requested by Borrowers or Administrative Agent (or, in the Companycase of a participant, the relevant Lender), provide Administrative Agent and Borrowers (or, in the Company case of a participant, the relevant Lender) with two completed originals of Form W-9 (certifying that the holder such U.S. Lender Party is entitled to an exemption from U.S. backup withholding tax) or any successor form. (iii) Each Lender having sold a participation in any of its Obligations shall collect from such participant the documents described in this clause (f) and provide them to Administrative Agent. (iv) If a payment made to a holder under this Indenture Lender would be subject to U.S. United States federal withholding tax Tax imposed by FATCA if such holder were to fail Lender fails to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable)FATCA, such holder Lender Party shall deliver to the Company, the Trustee Administrative Agent and the Paying Agent, at the time Borrowers’ Agent any documentation under any Requirements of Law or times prescribed by law and at such time or times reasonably requested by the Company, the Trustee Administrative Agent or the Paying Agent, such documentation and information prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation and information reasonably requested by the Company, the Trustee Borrowers’ Agent sufficient for Administrative Agent or the Paying Agent as may be necessary for the Company, the Trustee or the Paying Agent, as applicable, Borrowers to comply with their respective obligations under FATCA, FATCA and to determine that such holder Lender has or has not complied with its obligations under FATCA and, as necessary, or to determine the amount to deduct and withhold from such payment. For purposes of this Section 12.01(c), FATCA shall include any amendments made to FATCA after the Issue Date.

Tax Forms. (i) Each nonNon-U.S. holder Lender Party that, at any of the following times, is entitled to an exemption from United States withholding tax or, after a change in any Law, is subject to such withholding tax at a reduced rate under an applicable tax treaty, shall (w) on or prior to the date such nonNon-U.S. holder Lender Party becomes a holder “Non-U.S. Lender Party” hereunder, (x) on or prior to the date on which any such form or certification expires or becomes obsolete, (y) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (ci) and (yz) from time to time if reasonably requested by Borrower or Agent (or, in the Company case of a participant or SPV, the Trusteerelevant Lender), provide Agent and Borrower (or, in the Companycase of a participant or SPV, the Trustee and the Paying Agent relevant Lender) with two properly completed and duly executed originals of one each of the following, as applicable: (A) Forms W-8ECI (claiming exemption from U.S. withholding tax because the income is effectively connected with a U.S. trade or business), W-8BEN-E or other applicable W-8 Form W-8BEN (claiming exemption from, or a reduction of, U.S. withholding tax under an income tax treaty) and/or W-8IMY (together with appropriate forms, certifications and supporting statements) or any successor forms, (B) in the case of a nonNon-U.S. holder Lender Party claiming exemption under Sections 871(h) or 881(c) of the Code, Form W-8BEN-E or other applicable W-8 Form W-8BEN (claiming exemption from U.S. withholding tax under the portfolio interest exemption) or any successor form and a certificate in form and substance acceptable to the Company Agent that such nonNon-U.S. holder Lender Party is not (1) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (2) a “10 percent shareholder” of the Company Borrower within the meaning of Section 881(c)(3)(B) of the Code or (3) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code or (C) any other applicable document prescribed by the IRS certifying as to the entitlement of such Non-U.S. Lender Party to such exemption from United States withholding tax or reduced rate with respect to all payments to be made to such Non-U.S. Lender Party under the Financing Documents. Unless Borrower and Agent have received forms or other documents satisfactory to them indicating that enables payments under any Financing Document to or for a Non-U.S. Lender Party are not subject to United States withholding tax or are subject to such tax at a rate reduced by an applicable tax treaty, the Company Credit Parties and Agent shall withhold amounts required to determine its withholding and reporting obligationsbe withheld by applicable Law from such payments at the applicable statutory rate. (ii) Each U.S. holder shall Lender Party shall, to the extent it is legally entitled to do so, (wA) on or prior to the date such holder U.S. Lender Party becomes a holder “U.S. Lender Party” hereunder, (xB) on or prior to the date on which any such form or certification expires or becomes obsolete, (C) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (iif) and (yD) from time to time if requested by Borrower or Agent (or, in the Companycase of a participant or SPV, the relevant Lender), provide Agent and Borrower (or, in the Company case of a participant or SPV, the relevant Lender) with two completed originals of Form W-9 (certifying that the holder such U.S. Lender Party is entitled to an exemption from U.S. backup withholding tax) or any successor form. (iii) If Each Lender having sold a payment made participation in any of its Obligations or identified an SPV as such to a holder under Agent shall collect from such participant or SPV the documents described in this Indenture would be subject to U.S. withholding tax imposed by FATCA if such holder were to fail to comply with the applicable reporting requirements of FATCA clause (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such holder shall deliver to the Company, the Trustee and the Paying Agent, at the time or times prescribed by law and at such time or times reasonably requested by the Company, the Trustee or the Paying Agent, such documentation and information prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Codef) and such additional documentation and information reasonably requested by the Company, the Trustee or the Paying Agent as may be necessary for the Company, the Trustee or the Paying provide them to Agent, as applicable, to comply with their respective obligations under FATCA, to determine that such holder has or has not complied with its obligations under FATCA and, as necessary, to determine the amount to deduct and withhold from such payment. For purposes Notwithstanding any other provision of this Section 12.01(c2.17(f), FATCA a Lender shall include not be required to deliver any amendments made form pursuant to FATCA after the Issue Datethis paragraph that such Lender is not legally able to deliver.

Tax Forms. (i) Each nonNon-U.S. holder Lender Party that, at any of the following times, is entitled to an exemption from United States withholding tax or, after a change in any Requirement of Law, is subject to such withholding tax at a reduced rate under an applicable tax treaty, shall (w) on or prior to the date such nonNon-U.S. holder Lender Party becomes a holder “Non-U.S. Lender Party” hereunder, (x) on or prior to the date on which any such form or certification expires or becomes obsolete, (y) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (ci) and (yz) from time to time if reasonably requested by Borrowers or Administrative Agent (or, in the Company or case of a participant, the Trusteerelevant Lender), provide Administrative Agent and Borrowers (or, in the Companycase of a participant, the Trustee and the Paying Agent relevant Lender) with two properly completed and duly executed originals of one each of the following, as applicable: (A) Forms W-8ECI (claiming exemption from U.S. withholding tax because the income is effectively connected with a U.S. trade or business), W-8BEN-E or other applicable W-8 Form W-8BEN (claiming exemption from, or a reduction of, U.S. withholding tax under an income tax treaty) and/or W-8IMY (together with appropriate forms, certifications and supporting statements) or any successor forms, (B) in the case of a nonNon-U.S. holder Lender Party claiming exemption under Sections 871(h) or 881(c) of the Code, Form W-8BEN-E or other applicable W-8 Form W-8BEN (claiming exemption from U.S. withholding tax under the portfolio interest exemption) or any successor form and a certificate in form and substance acceptable to the Company Administrative Agent that such nonNon-U.S. holder Lender Party is not (1) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (2) a “10 percent shareholder” of the Company Borrowers within the meaning of Section 881(c)(3)(B) of the Code or (3) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code or (C) any other applicable document prescribed by the IRS certifying as to the entitlement of such Non-U.S. Lender Party to such exemption from United States withholding tax or reduced rate with respect to all payments to be made to such Non-U.S. Lender Party under the Loan Documents. Unless Borrowers and Administrative Agent have received forms or other documents satisfactory to them indicating that enables payments under any Loan Document to or for a Non-U.S. Lender Party are not subject to United States withholding tax or are subject to such tax at a rate reduced by an applicable tax treaty, the Company Borrowers and Administrative Agent shall withhold amounts required to determine its withholding and reporting obligationsbe withheld by applicable Requirements of Law from such payments at the applicable statutory rate. (ii) Each U.S. holder Lender Party shall (wA) on or prior to the date such holder U.S. Lender Party becomes a holder “U.S. Lender Party” hereunder, (xB) on or prior to the date on which any such form or certification expires or becomes obsolete, (C) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (iif) and (yD) from time to time if requested by Borrowers or Administrative Agent (or, in the Companycase of a participant, the relevant Lender), provide Administrative Agent and Borrowers (or, in the Company case of a participant, the relevant Lender) with two completed originals of Form W-9 (certifying that the holder such U.S. Lender Party is entitled to an exemption from U.S. backup withholding tax) or any successor form. (iii) If Each Lender having sold a payment made to a holder under participation in any of its Obligations shall collect from such participant the documents described in this Indenture would be subject to U.S. withholding tax imposed by FATCA if such holder were to fail to comply with the applicable reporting requirements of FATCA clause (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such holder shall deliver to the Company, the Trustee and the Paying Agent, at the time or times prescribed by law and at such time or times reasonably requested by the Company, the Trustee or the Paying Agent, such documentation and information prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Codef) and such additional documentation and information reasonably requested by the Company, the Trustee or the Paying Agent as may be necessary for the Company, the Trustee or the Paying provide them to Administrative Agent, as applicable, to comply with their respective obligations under FATCA, to determine that such holder has or has not complied with its obligations under FATCA and, as necessary, to determine the amount to deduct and withhold from such payment. For purposes of this Section 12.01(c), FATCA shall include any amendments made to FATCA after the Issue Date.

Tax Forms. (i) Each nonNon-U.S. holder Lender Party that, at any of the following times, is entitled to an exemption from United States withholding tax or, after a change in any Requirement of Law, is subject to such withholding tax at a reduced rate under an applicable tax treaty, shall (wA) on or prior to the date such nonNon-U.S. holder Lender Party becomes a holder “Non-U.S. Lender Party” hereunder, (xB) on or prior to the date on which any such form or certification expires or becomes obsolete, (C) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (ci) and (yD) from time to time if reasonably requested by the Company Borrower or the TrusteeAdministrative Agent (or, in the case of a participant or SPV, the relevant Lender), provide the CompanyAdministrative Agent and the Borrower (or, in the case of a participant or SPV, the Trustee and the Paying Agent relevant Lender) with two properly completed and duly executed originals of one each of the following, as applicable: (A1) Forms W-8ECI (claiming exemption from U.S. withholding tax because the income is effectively connected with a U.S. trade or business), W-8BEN-E or other applicable W-8 Form W-8BEN (claiming exemption from, or a reduction of, U.S. withholding tax under an income tax treaty) and/or W-8IMY (together with appropriate forms, certifications and supporting statements) or any successor forms, (B2) in the case of a nonNon-U.S. holder Lender Party claiming exemption under Sections 871(h) or 881(c) of the Code, Form W-8BEN-E or other applicable W-8 Form W-8BEN (claiming exemption from U.S. withholding tax under the portfolio interest exemption) or any successor form and a certificate in form and substance acceptable to the Company Administrative Agent that such nonNon-U.S. holder Lender Party is not (1x) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (2y) a “10 percent shareholder” of the Company Borrower within the meaning of Section 881(c)(3)(B) of the Code or (3z) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code or (C3) any other applicable document prescribed by the IRS certifying as to the entitlement of such Non-U.S. Lender Party to such exemption from United States withholding tax or reduced rate with respect to all payments to be made to such Non-U.S. Lender Party under the Loan Documents. Unless the Borrower and the Administrative Agent have received forms or other documents satisfactory to them indicating that enables payments under any Loan Document to or for a Non-U.S. Lender Party are not subject to United States withholding tax or are subject to such tax at a rate reduced by an applicable tax treaty, the Company Loan Parties and the Administrative Agent shall withhold amounts required to determine its withholding and reporting obligationsbe withheld by applicable Requirements of Law from such payments at the applicable statutory rate. (ii) Each U.S. holder Lender Party shall (wA) on or prior to the date such holder U.S. Lender Party becomes a holder “U.S. Lender Party” hereunder, (xB) on or prior to the date on which any such form or certification expires or becomes obsolete, (C) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (iif) and (yD) from time to time if requested by the CompanyBorrower or the Administrative Agent (or, in the case of a participant or SPV, the relevant Lender), provide the Company Administrative Agent and the Borrower (or, in the case of a participant or SPV, the relevant Lender) with two completed originals of Form W-9 (certifying that the holder such U.S. Lender Party is entitled to an exemption from U.S. backup withholding tax) or any successor form. (iii) If Each Lender having sold a payment made to a holder under this Indenture would be subject to U.S. withholding tax imposed by FATCA if participation in any of its Obligations or identified an SPV as such holder 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 holder shall deliver to the Company, Administrative Agent shall collect from such participant or SPV the Trustee and the Paying Agent, at the time or times prescribed by law and at such time or times reasonably requested by the Company, the Trustee or the Paying Agent, such documentation and information prescribed by applicable law documents described in this clause (including as prescribed by Section 1471(b)(3)(C)(i) of the Codef) and such additional documentation and information reasonably requested by provide them to the Company, the Trustee or the Paying Agent as may be necessary for the Company, the Trustee or the Paying Administrative Agent, as applicable, to comply with their respective obligations under FATCA, to determine that such holder has or has not complied with its obligations under FATCA and, as necessary, to determine the amount to deduct and withhold from such payment. For purposes of this Section 12.01(c), FATCA shall include any amendments made to FATCA after the Issue Date.

Tax Forms. (i) Each nonNon-U.S. holder Lender Party that, at any of the following times, is entitled to an exemption from United States withholding tax or, after a change in any Requirement of Law, is subject to such withholding tax at a reduced rate under an applicable tax treaty, shall (w) on or prior to the date such nonNon-U.S. holder Lender Party becomes a holder “Non-U.S. Lender Party” hereunder, (x) on or prior to the date on which any such form or certification expires or becomes obsolete, (y) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (ci) and (yz) from time to time if reasonably requested by the Company or the TrusteeAgent, provide the Company, the Trustee Agent and the Paying Agent Company with two properly completed and duly executed originals of one each of the following, as applicable: (A) Forms W-8ECI (claiming exemption from U.S. withholding tax because the income is effectively connected with a U.S. trade or business), W-8BEN-E or other applicable W-8 Form W-8BEN (claiming exemption from, or a reduction of, U.S. withholding tax under an income tax treaty) and/or W-8IMY (together with appropriate forms, certifications and supporting statements) or any successor forms, (B) in the case of a nonNon-U.S. holder Lender Party claiming exemption under Sections 871(h) or 881(c) of the Code, Form W-8BEN-E or other applicable W-8 Form W-8BEN (claiming exemption from U.S. withholding tax under the portfolio interest exemption) or any successor form and a certificate in form and substance acceptable to the Company Agent that such nonNon-U.S. holder Lender Party is not (1) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (2) a “10 percent shareholder” of the Company within the meaning of Section 881(c)(3)(B) of the Code or (3) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code or (C) any other applicable document prescribed by the IRS that enables the Company to determine its withholding and reporting obligations. (ii) Each U.S. holder shall (w) on or prior certifying as to the date entitlement of such holder becomes a holder hereunder, (x) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (ii) and (y) from time to time if requested by the Company, provide the Company with two completed originals of Form W-9 (certifying that the holder is entitled Non-U.S. Lender Party to an exemption from U.S. backup United States withholding tax) tax or any successor form. (iii) If a payment reduced rate with respect to all payments to be made to such Non-U.S. Lender Party under the Transaction Documents. Unless the Company and the Agent have received forms or other documents satisfactory to them indicating that payments under any Transaction Document to or for a holder under this Indenture would be Non-U.S. Lender Party are not subject to U.S. United States withholding tax imposed or are subject to such tax at a rate reduced by FATCA if an applicable tax treaty, the Company and the Agent shall withhold amounts required to be withheld by Applicable Law from such holder were to fail to comply with payments at the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such holder shall deliver to the Company, the Trustee and the Paying Agent, at the time or times prescribed by law and at such time or times reasonably requested by the Company, the Trustee or the Paying Agent, such documentation and information prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation and information reasonably requested by the Company, the Trustee or the Paying Agent as may be necessary for the Company, the Trustee or the Paying Agent, as applicable, to comply with their respective obligations under FATCA, to determine that such holder has or has not complied with its obligations under FATCA and, as necessary, to determine the amount to deduct and withhold from such payment. For purposes of this Section 12.01(c), FATCA shall include any amendments made to FATCA after the Issue Datestatutory rate.

Tax Forms. (i) Each nonNon-U.S. holder Lender Party that, at any of the following times, is entitled to an exemption from United States withholding tax or, after a change in any Requirement of Law, is subject to such withholding tax at a reduced rate under an applicable tax treaty, shall (w) on or prior to the date such nonNon-U.S. holder Lender Party becomes a holder “Non-U.S. Lender Party” hereunder, (x) on or prior to the date on which any such form or certification expires or becomes obsolete, (y) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (cf) and (yz) from time to time if reasonably requested by the Company Borrower or the TrusteeAdministrative Agent (or, in the case of a participant or SPV, the relevant Lender), provide the CompanyAdministrative Agent and the Borrower (or, in the case of a participant or SPV, the Trustee and the Paying Agent relevant Lender) with two properly completed and duly executed originals of one each of the following, as applicable: (A) Forms W-8ECI (claiming exemption from U.S. withholding tax because the income is effectively connected with a U.S. trade or business), W-8BEN-E or other applicable W-8 Form W-8BEN (claiming exemption from, or a reduction of, U.S. withholding tax under an income tax treaty) and/or W-8IMY (together with appropriate forms, certifications and supporting statements) or any successor forms, (B) in the case of a nonNon-U.S. holder Lender Party claiming exemption under Sections 871(h) or 881(c) of the Code, Form W-8BEN-E or other applicable W-8 Form W-8BEN (claiming exemption from U.S. withholding tax under the portfolio interest exemption) or any successor form and a certificate in form and substance acceptable to the Company Administrative Agent that such nonNon-U.S. holder Lender Party is not (1) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (2) a “10 percent shareholder” of the Company Borrower within the meaning of Section 881(c)(3)(B) of the Code or (3) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code or (C) any other applicable document prescribed by the IRS certifying as to the entitlement of such Non-U.S. Lender Party to such exemption from United States withholding tax or reduced rate with respect to all payments to be made to such Non-U.S. Lender Party under the Loan Documents. Unless the Borrower and the Administrative Agent have received forms or other documents satisfactory to them indicating that enables payments under any Loan Document to or for a Non-U.S. Lender Party are not subject to United States withholding tax or are subject to such tax at a rate reduced by an applicable tax treaty, the Company Loan Parties and the Administrative Agent shall withhold amounts required to determine its withholding and reporting obligationsbe withheld by applicable Requirements of Law from such payments at the applicable statutory rate. (ii) Each U.S. holder Lender Party shall (wA) on or prior to the date such holder U.S. Lender Party becomes a holder “U.S. Lender Party” hereunder, (xB) on or prior to the date on which any such form or certification expires or becomes obsolete, (C) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (iif) and (yD) from time to time if requested by the CompanyBorrower or the Administrative Agent (or, in the case of a participant or SPV, the relevant Lender), provide the Company Administrative Agent and the Borrower (or, in the case of a participant or SPV, the relevant Lender) with two completed originals of Form W-9 (certifying that the holder such U.S. Lender Party is entitled to an exemption from U.S. backup withholding tax) or any successor form. (iii) If Each Lender having sold a payment made to a holder under this Indenture would be subject to U.S. withholding tax imposed by FATCA if participation in any of its Obligations or identified an SPV as such holder 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 holder shall deliver to the Company, Administrative Agent shall collect from such participant or SPV the Trustee and the Paying Agent, at the time or times prescribed by law and at such time or times reasonably requested by the Company, the Trustee or the Paying Agent, such documentation and information prescribed by applicable law documents described in this clause (including as prescribed by Section 1471(b)(3)(C)(i) of the Codef) and such additional documentation and information reasonably requested by provide them to the CompanyAdministrative Agent. AMENDED AND RESTATED CREDIT AGREEMENT MEDICAL STAFFING NETWORK, the Trustee or the Paying Agent as may be necessary for the Company, the Trustee or the Paying Agent, as applicable, to comply with their respective obligations under FATCA, to determine that such holder has or has not complied with its obligations under FATCA and, as necessary, to determine the amount to deduct and withhold from such payment. For purposes of this Section 12.01(c), FATCA shall include any amendments made to FATCA after the Issue DateINC.

Tax Forms. (i) Each nonNon-U.S. holder Lender Party that, at any of the following times, is entitled to an exemption from United States Withholding Tax or, after a change in any Requirements of Law, is subject to such Withholding Tax at a reduced rate under an applicable Tax treaty, shall (w) on or prior to the date such nonNon-U.S. holder Lender Party becomes a holder “Non-U.S. Lender Party” hereunder, (x) on or prior to the date on which any such form or certification expires or becomes obsolete, (y) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (ci) and (yz) from time to time if reasonably requested by Borrowers’ Agent or Administrative Agent (or, in the Company case of a participant or SPV, the Trusteerelevant Lender), provide Administrative Agent and Borrowers’ Agent (or, in the Companycase of a participant or SPV, the Trustee and the Paying Agent relevant Lender) with two properly completed and duly executed originals of one each of the following, as applicable: (A) Forms W-8ECI (claiming exemption from U.S. withholding tax Withholding Tax because the income is effectively connected with a U.S. trade or business), W-8BEN or W-8BEN-E or other E, as applicable W-8 Form (claiming exemption from, or a reduction of, U.S. withholding tax Withholding Tax under an income tax treaty) and/or ), or W-8IMY (together with appropriate forms, certifications and supporting statements) or any successor forms, (B) in the case of a nonNon-U.S. holder Lender Party claiming exemption under Sections 871(h) or 881(c) of the Code, Form W-8BEN or W-8BEN-E or other E, as applicable W-8 Form (claiming exemption from U.S. withholding tax Withholding Tax under the portfolio interest exemption) ), or any successor form and a certificate in form and substance acceptable to the Company Administrative Agent and Borrowers’ Agent that such nonNon-U.S. holder Lender Party is not (1) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (2) a “10 percent shareholder” of the Company Borrowers within the meaning of Section 881(c)(3)(B) of the Code or (3) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code or (C) any other applicable document prescribed by the IRS certifying as to the entitlement of such Non- U.S. Lender Party to such exemption from United States Withholding Tax or reduced rate with respect to all payments to be made to such Non-U.S. Lender Party under the Loan Documents. Unless Borrowers’ Agent and Administrative Agent have received forms or other documents satisfactory to them indicating that enables payments under any Loan Document to or for a Non-U.S. Lender Party are not subject to United States Withholding Tax or are subject to such tax at a rate reduced by an applicable tax treaty, Borrower Parties and Administrative Agent shall be entitled to withhold amounts required to be withheld by applicable Requirements of Law from such payments at the Company to determine its withholding and reporting obligations. (ii) applicable statutory rate. Each U.S. holder Lender Party and the Administrative Agent (including any successor Administrative Agent) shall (wA) on or prior to the date such holder U.S. Lender Party or Administrative Agent becomes a holder “U.S. Lender Party” or Administrative Agent hereunder, (xB) on or prior to the date on which any such form or certification expires or becomes obsolete, (C) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (iif) and (y) from time to time if requested by the Company, provide the Company with two completed originals of Form W-9 (certifying that the holder is entitled to an exemption from U.S. backup withholding tax) or any successor form. (iii) If a payment made to a holder under this Indenture would be subject to U.S. withholding tax imposed by FATCA if such holder 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 holder shall deliver to the Company, the Trustee and the Paying Agent, at the time or times prescribed by law and at such time or times reasonably requested by the Company, the Trustee or the Paying Agent, such documentation and information prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation and information reasonably requested by the Company, the Trustee or the Paying Agent as may be necessary for the Company, the Trustee or the Paying Agent, as applicable, to comply with their respective obligations under FATCA, to determine that such holder has or has not complied with its obligations under FATCA and, as necessary, to determine the amount to deduct and withhold from such payment. For purposes of this Section 12.01(c), FATCA shall include any amendments made to FATCA after the Issue Date.

Tax Forms. (i) Each nonNon-U.S. holder Purchaser Party that, at any of the following times, is entitled to an exemption from United States withholding tax or, after a change in any Requirement of Law, is subject to such withholding tax at a reduced rate under an applicable tax treaty, shall (w) on or prior to the date such nonNon-U.S. holder Purchaser Party becomes a holder “Non-U.S. Purchaser Party” hereunder, (x) on or prior to the date on which any such form or certification expires or becomes obsolete, (y) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (ci) and (yz) from time to time if reasonably requested by the Company or the TrusteeCompany, provide the Company, the Trustee and the Paying Agent Company with two properly completed and duly executed originals of one each of the following, as applicable: (A) Forms W-8ECI (claiming exemption from U.S. withholding tax because the income is effectively connected with a U.S. trade or business), W-8BEN-E or other applicable W-8 Form W-8BEN (claiming exemption from, or a reduction of, U.S. withholding tax under an income tax treaty) and/or W-8IMY (together with appropriate forms, certifications and supporting statements) or any successor forms, (B) in the case of a nonNon-U.S. holder Purchaser Party claiming exemption under Sections 871(h) or 881(c) of the Code, Form W-8BEN-E or other applicable W-8 Form W-8BEN (claiming exemption from U.S. withholding tax under the portfolio interest exemption) or any successor form and a certificate in form and substance acceptable to the Company that such nonNon-U.S. holder Purchaser Party is not (1) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (2) a “10 percent shareholder” of the Company within the meaning of Section 881(c)(3)(B881 (c)(3)(B) of the Code or (3) a “controlled foreign corporation” described in Section 881(c)(3)(C881 (c)(3)(C) of the Code or (C) any other applicable document prescribed by the IRS that enables certifying as to the entitlement of such Non-U.S. Purchaser Party to such exemption from United States withholding tax or reduced rate with respect to all payments to be made to such Non-U.S. Purchaser Party under the Note Documents. Unless the Company has received forms or other documents satisfactory to determine its it indicating that payments under any Note Document to or for a Non-U.S. Purchaser Party are not subject to United States withholding and reporting obligationstax or are subject to such tax at a rate reduced by an applicable tax treaty, the Company shall withhold amounts required to be withheld by applicable Requirements of Law from such payments at the applicable statutory rate. (ii) Each U.S. holder Purchaser Party shall (wA) on or prior to the date such holder U.S. Purchaser Party becomes a holder “U.S. Purchaser Party” hereunder, (xB) on or prior to the date on which any such form or certification expires or becomes obsolete, (C) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (ii) and (yD) from time to time if requested by the Company, provide the Company with two completed originals of Form W-9 (certifying that the holder such U.S. Purchaser Party is entitled to an exemption from U.S. backup withholding tax) or any successor form. (iii) If a payment made to a holder under this Indenture would be subject to U.S. withholding tax imposed by FATCA if such holder 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 holder shall deliver to the Company, the Trustee and the Paying Agent, at the time or times prescribed by law and at such time or times reasonably requested by the Company, the Trustee or the Paying Agent, such documentation and information prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation and information reasonably requested by the Company, the Trustee or the Paying Agent as may be necessary for the Company, the Trustee or the Paying Agent, as applicable, to comply with their respective obligations under FATCA, to determine that such holder has or has not complied with its obligations under FATCA and, as necessary, to determine the amount to deduct and withhold from such payment. For purposes of this Section 12.01(c), FATCA shall include any amendments made to FATCA after the Issue Date.

Tax Forms. (i) Each nonNon-U.S. holder Lender Party that, at any of the following times, is entitled to an exemption from United States withholding tax or, after a change in any Requirement of Law, is subject to such withholding tax at a reduced rate under an applicable tax treaty, shall (w) on or prior to the date such nonNon-U.S. holder Lender Party becomes a holder “Non-U.S. Lender Party” hereunder, (x) on or prior to the date on which any such form or certification expires or becomes obsolete, (y) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (ci) and (yz) from time to time if reasonably requested by the Company Borrower or the TrusteeAdministrative Agent (or, in the case of a participant or SPV, the relevant Lender), provide the CompanyAdministrative Agent and the Borrower (or, in the case of a participant or SPV, the Trustee and the Paying Agent relevant Lender) with two properly completed and duly executed originals of one each of the following, as applicable: (A) Forms W-8ECI (claiming exemption from U.S. withholding tax because the income is effectively connected with a U.S. trade or business), W-8BEN-E or other applicable W-8 Form W-8BEN (claiming exemption from, or a reduction of, U.S. withholding tax under an income tax treaty) and/or ), Form W-8IMY (together with appropriate forms, certifications claiming exemption from U.S. withholding tax because the claimant is a foreign person and supporting statementsan intermediary) or any successor forms (together with any applicable underlying IRS forms), (B) in the case of a nonNon-U.S. holder Lender Party claiming exemption under Sections 871(h) or 881(c) of the Code, the applicable Form W-8BEN-E or other applicable W-8 Form (claiming exemption from U.S. withholding tax under the portfolio interest exemption) or any successor form and a certificate in form and substance acceptable to the Company Administrative Agent that such nonNon-U.S. holder Lender Party is not (1) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (2) a “10 percent shareholder” of the Company Borrower within the meaning of Section 881(c)(3)(B) of the Code or (3) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code or (C) any other applicable document prescribed by the IRS that enables (together with such supplementary documentation as may be prescribed by applicable Requirements of Law to permit the Company Borrower and the Administrative Agent to determine its deduction or withholding required to be made) certifying as to the entitlement of such Non-U.S. Lender Party to such exemption from United States withholding tax or reduced rate with respect to all payments to be made to such Non-U.S. Lender Party under the Loan Documents. Unless the Borrower and reporting obligationsthe Administrative Agent have received forms or other documents satisfactory to them indicating that payments under any Loan Document to or for a Non-U.S. Lender Party are not subject to United States withholding tax or are subject to such tax at a rate reduced by an applicable tax treaty, the Loan Parties and the Administrative Agent shall withhold amounts required to be withheld by applicable Requirements of Law from such payments at the applicable statutory rate. (iii) Each U.S. holder Lender Party shall (wA) on or prior to the date such holder U.S. Lender Party becomes a holder “U.S. Lender Party” hereunder, (xB) on or prior to the date on which any such form or certification expires or becomes obsolete, (C) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (iif) and (yD) from time to time if requested by the CompanyBorrower or the Administrative Agent (or, in the case of a participant or SPV, the relevant Lender), provide the Company Administrative Agent and the Borrower (or, in the case of a participant or SPV, the relevant Lender) with two completed originals of Form W-9 (certifying that the holder such U.S. Lender Party is entitled to an exemption from U.S. backup withholding tax) or any successor form. (iiiii) If Each Lender having sold a payment made to a holder under this Indenture would be subject to U.S. withholding tax imposed by FATCA if participation in any of its Obligations or identified an SPV as such holder 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 holder shall deliver to the Company, Administrative Agent shall collect from such participant or SPV the Trustee and the Paying Agent, at the time or times prescribed by law and at such time or times reasonably requested by the Company, the Trustee or the Paying Agent, such documentation and information prescribed by applicable law documents described in this clause (including as prescribed by Section 1471(b)(3)(C)(i) of the Codef) and such additional documentation and information reasonably requested by provide them to the Company, the Trustee or the Paying Agent as may be necessary for the Company, the Trustee or the Paying Administrative Agent, as applicable, to comply with their respective obligations under FATCA, to determine that such holder has or has not complied with its obligations under FATCA and, as necessary, to determine the amount to deduct and withhold from such payment. For purposes of this Section 12.01(c), FATCA shall include any amendments made to FATCA after the Issue Date.

Tax Forms. (i) Each nonNon-U.S. holder Lender Party that, at any of the following times, is entitled to an exemption from United States withholding Tax or, after a change in any Requirements of Law, is subject to such withholding Tax at a reduced rate under an applicable Tax treaty, shall (w) on or prior to the date such nonNon-U.S. holder Lender Party becomes a holder “Non-U.S. Lender Party” hereunder, (x) on or prior to the date on which any such form or certification expires or becomes obsolete, (y) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (ci) and (yz) from time to time if reasonably requested in writing by Borrower or Administrative Agent (or, in the Company case of a participant or SPV, the Trusteerelevant Lender), provide the Company, the Trustee Administrative Agent and the Paying Agent Borrower with two properly completed and duly executed originals of one each of the following, as applicable: (A) Forms W-8ECI (claiming exemption from U.S. withholding tax because the income is effectively connected with a U.S. trade or business), W-8BEN or W-8BEN-E or other applicable W-8 Form (claiming exemption from, or a reduction of, U.S. withholding tax under an income tax treaty) and/or W-8IMY (together with appropriate forms, certifications and supporting statements) or any successor forms, (B) in the case of a nonNon-U.S. holder Lender Party claiming exemption under Sections 871(h) or 881(c) of the Code, Form W-8BEN or W-8BEN-E or other applicable W-8 Form (claiming exemption from U.S. withholding tax under the portfolio interest exemption) or any successor form and a certificate in form and substance acceptable to the Company Administrative Agent that such nonNon-U.S. holder Lender Party is not (1) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (2) a “10 percent shareholder” of the Company Borrower within the meaning of Section 881(c)(3)(B) of the Code or (3) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code or (C) any other applicable document prescribed by the IRS that enables the Company to determine its withholding and reporting obligations. (ii) Each U.S. holder shall (w) on or prior certifying as to the date entitlement of such holder becomes a holder hereunder, (x) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant Non-U.S. Lender Party to this clause (ii) and (y) from time to time if requested by the Company, provide the Company with two completed originals of Form W-9 (certifying that the holder is entitled to an such exemption from U.S. backup United States withholding tax) tax or any successor form. (iii) If a payment reduced rate with respect to all payments to be made to such Non-U.S. Lender Party under the Credit Documents. Unless Borrower and Administrative Agent have received forms or other documents satisfactory to them indicating that payments under any Credit Document to or for a holder under this Indenture would be Non-U.S. Lender Party are not subject to U.S. withholding United States Withholding Tax or are subject to such tax imposed at a rate reduced by FATCA if an applicable tax treaty, the Borrower Parties and Administrative Agent shall withhold amounts required to be withheld by applicable Requirements of Law from such holder were to fail to comply with payments at the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such holder shall deliver to the Company, the Trustee and the Paying Agent, at the time or times prescribed by law and at such time or times reasonably requested by the Company, the Trustee or the Paying Agent, such documentation and information prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation and information reasonably requested by the Company, the Trustee or the Paying Agent as may be necessary for the Company, the Trustee or the Paying Agent, as applicable, to comply with their respective obligations under FATCA, to determine that such holder has or has not complied with its obligations under FATCA and, as necessary, to determine the amount to deduct and withhold from such payment. For purposes of this Section 12.01(c), FATCA shall include any amendments made to FATCA after the Issue Datestatutory rate.

Tax Forms. (i) Each nonNon-U.S. holder Lender Party that, at any of the following times, is entitled to an exemption from United States withholding Tax or, after a change in any Requirements of Law, is subject to such withholding Tax at a reduced rate under an applicable Tax treaty, shall (w) on or prior to the date such nonNon-U.S. holder Lender Party becomes a holder “Non-U.S. Lender Party” hereunder, (x) on or prior to the date on which any such form or certification expires or becomes obsolete, (y) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (ci) and (yz) from time to time if reasonably requested by Borrowers or Administrative Agent (or, in the Company case of a participant or SPV, the Trusteerelevant Lender), provide Administrative Agent and Borrowers (or, in the Companycase of a participant or SPV, the Trustee and the Paying Agent relevant Lender) with two properly completed and duly executed originals of one each of the following, as applicable: (A) Forms W-8ECI (claiming exemption from U.S. withholding tax because the income is effectively connected with a U.S. trade or business), Inland Portfolio 105968199.6 W-8BEN or W-8BEN-E or other E, as applicable W-8 Form (claiming exemption from, or a reduction of, U.S. withholding tax under an income tax treaty) and/or ), or W-8IMY (together with appropriate forms, certifications and supporting statements) or any successor forms, (B) in the case of a nonNon-U.S. holder Lender Party claiming exemption under Sections 871(h) or 881(c) of the Code, Form W-8BEN or W-8BEN-E or other E, as applicable W-8 Form (claiming exemption from U.S. withholding tax under the portfolio interest exemption) ), or any successor form and a certificate in form and substance acceptable to the Company Administrative Agent that such nonNon-U.S. holder Lender Party is not (1) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (2) a “10 percent shareholder” of the Company Borrowers within the meaning of Section 881(c)(3)(B) of the Code or (3) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code or (C) any other applicable document prescribed by the IRS certifying as to the entitlement of such Non-U.S. Lender Party to such exemption from United States withholding tax or reduced rate with respect to all payments to be made to such Non-U.S. Lender Party under the Loan Documents. Unless Borrowers and Administrative Agent have received forms or other documents satisfactory to them indicating that enables payments under any Loan Document to or for a Non-U.S. Lender Party are not subject to United States withholding tax or are subject to such tax at a rate reduced by an applicable tax treaty, Borrower Parties and Administrative Agent shall withhold amounts required to be withheld by applicable Requirements of Law from such payments at the Company to determine its withholding and reporting obligationsapplicable statutory rate. (ii) Each U.S. holder Lender Party shall (wA) on or prior to the date such holder U.S. Lender Party becomes a holder “U.S. Lender Party” hereunder, (xB) on or prior to the date on which any such form or certification expires or becomes obsolete, (C) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (iif) and (yD) from time to time if requested by Borrowers or Administrative Agent (or, in the Companycase of a participant, the relevant Lender), provide Administrative Agent and Borrowers (or, in the Company case of a participant, the relevant Lender) with two completed originals of Form W-9 (certifying that the holder such U.S. Lender Party is entitled to an exemption from U.S. backup withholding tax) or any successor form. (iii) Each Lender having sold a participation in any of its Obligations shall collect from such participant the documents described in this clause (f) and provide them to Administrative Agent. (iv) If a payment made to a holder under this Indenture Lender would be subject to U.S. United States federal withholding tax Tax imposed by FATCA if such holder were to fail Lender fails to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable)FATCA, such holder Lender shall deliver to the Company, the Trustee Administrative Agent and the Paying Agent, at the time Borrowers’ Agent any documentation under any Requirements of Law or times prescribed by law and at such time or times reasonably requested by the Company, the Trustee Administrative Agent or the Paying Agent, such documentation and information prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation and information reasonably requested by the Company, the Trustee Borrowers’ Agent sufficient for Administrative Agent or the Paying Agent as may be necessary for the Company, the Trustee or the Paying Agent, as applicable, Borrowers to comply with their respective obligations under FATCA, FATCA and to determine that such holder Lender has or has not complied with its obligations under FATCA and, as necessary, or to determine the amount to deduct and withhold from such payment. For purposes of this Section 12.01(c), FATCA shall include any amendments made to FATCA after the Issue Date.

Tax Forms. (i) Each nonNon-U.S. holder Lender Party that, at any of the following times, is entitled to an exemption from United States withholding Tax or, after a change in any Requirements of Law, is subject to such withholding Tax at a reduced rate under an applicable Tax treaty, shall (w) on or prior to the date such nonNon-U.S. holder Lender Party becomes a holder “Non-U.S. Lender Party” hereunder, (x) on or prior to the date on which any such form or certification expires or becomes obsolete, (y) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (ci) and (yz) from time to time if reasonably requested by Borrowers’ Agent or Administrative Agent (or, in the Company case of a participant or SPV, the Trusteerelevant Lender), provide Administrative Agent and Borrowers’ Agent (or, in the Companycase of a participant or SPV, the Trustee and the Paying Agent relevant Lender) with two properly completed and duly executed originals of one each of the following, as applicable: (A) Forms W-8ECI (claiming exemption from U.S. withholding tax because the income is effectively connected with a U.S. trade or business), W-8BEN or W-8BEN-E or other applicable W-8 Form (claiming exemption from, or a reduction of, U.S. withholding tax under an income tax treaty) and/or W-8IMY (together with appropriate forms, certifications and supporting statements) or any successor forms, (B) in the case of a nonNon-U.S. holder Lender Party claiming exemption under Sections 871(h) or 881(c) of the Code, Form W-8BEN or W-8BEN-E or other applicable W-8 Form (claiming exemption from U.S. withholding tax under the portfolio interest exemption) or any successor form and a certificate in form and substance reasonably acceptable to the Company Administrative Agent that such nonNon-U.S. holder Lender Party is not (1) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (2) a “10 percent shareholder” of the Company Borrowers within the meaning of Section 881(c)(3)(B) of the Code or (3) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code or (C) any other applicable document prescribed by the IRS certifying as to the entitlement of such Non-U.S. Lender Party to such exemption from United States withholding tax or reduced rate with respect to all payments to be made to such Non-U.S. Lender Party under the Loan Documents. Unless Borrowers’ Agent and Administrative Agent have received forms or other documents satisfactory to them indicating that enables payments under any Loan Document to or for a Non-U.S. Lender Party are not subject to United States withholding tax or are subject to such tax at a rate reduced by an applicable tax treaty, the Company Borrower Parties and Administrative Agent shall withhold amounts required to determine its withholding and reporting obligationsbe withheld by applicable Requirements of Law from such payments at the applicable statutory rate. (ii) Each U.S. holder Lender Party shall (wA) on or prior to the date such holder U.S. Lender Party becomes a holder “U.S. Lender Party” hereunder, (xB) on or prior to the date on which any such form or certification expires or becomes obsolete, (C) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (ii) and (yD) from time to time if requested by Borrowers or Administrative Agent (or, in the Companycase of a participant, the relevant Lender), provide Administrative Agent and Borrowers (or, in the Company case of a participant, the relevant Lender) with two completed originals of Form W-9 (certifying that the holder such U.S. Lender Party is entitled to an exemption from U.S. backup withholding tax) or any successor form. (iii) If Each Lender having sold a payment made participation in any of its Obligations shall collect from such participant the documents described in this clause (f) and provide them to a holder under this Indenture would be subject to U.S. withholding tax imposed by FATCA if such holder were to fail to comply with the applicable reporting requirements of FATCA Administrative Agent. (including those contained in Section 1471(biv) or 1472(b) of the Code, as applicable), such holder Each Lender shall deliver to the Company, the Trustee Administrative Agent and the Paying Agent, Borrowers’ Agent at the time or times prescribed by law Requirements of Law and at such time or times reasonably requested by the Company, the Trustee Borrowers’ Agent or the Paying Agent, Administrative Agent such documentation and information prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) Requirements of the Code) and such additional documentation and information Law or reasonably requested by the Company, the Trustee Administrative Agent or the Paying Borrowers’ Agent as may be necessary sufficient for Administrative Agent and the Company, the Trustee or the Paying Agent, as applicable, Borrowers to comply with their respective obligations under FATCA, to determine that such holder has or has not complied with its obligations under FATCA and, as necessary, and to determine whether payments to such Lender are subject to withholding tax under FATCA. Solely for the amount to deduct and withhold from such payment. For purposes of this Section 12.01(cclause (iv), FATCA “FATCA” shall include any amendments made to FATCA after the Issue Datedate of this Agreement.

Tax Forms. (i) Each nonNon-U.S. holder Lender Party that, at any of the following times, is entitled to an exemption from United States withholding tax or, after a change in any Requirement of Law, is subject to such withholding tax at a reduced rate under an applicable tax treaty, shall (w) on or prior to the date such nonNon-U.S. holder Lender Party becomes a holder “Non-U.S. Lender Party” hereunder, (x) on or prior to the date on which any such form or certification expires or becomes obsolete, (y) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (ci) and (yz) from time to time if reasonably requested by the Company Borrower or the TrusteeAdministrative Agent (or, in the case of a participant or SPV, the relevant Lender), provide the CompanyAdministrative Agent and the Borrower (or, in the case of a participant or SPV, the Trustee and the Paying Agent relevant Lender) with two properly completed and duly executed originals of one each of the following, as applicable: (A) Forms W-8ECI (claiming exemption from U.S. withholding tax because the income is effectively connected with a U.S. trade or business), W-8BEN-E or other applicable W-8 Form W-8BEN (claiming exemption from, or a reduction of, U.S. withholding tax under an income tax treaty) and/or W-8IMY (together with appropriate forms, certifications and supporting statements) or any successor forms, (B) in the case of a nonNon-U.S. holder Lender Party claiming exemption under Sections 871(h) or 881(c) of the Code, Form W-8BEN-E or other applicable W-8 Form W-8BEN (claiming exemption from U.S. withholding tax under the portfolio interest exemption) or any successor form and a certificate in form and substance acceptable to the Company Administrative Agent that such nonNon-U.S. holder Lender Party is not (1) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (2) a “10 percent shareholder” of the Company Borrower within the meaning of Section 881(c)(3)(B) of the Code or (3) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code or (C) any other applicable document prescribed by the IRS certifying as to the entitlement of such Non-U.S. Lender Party to such exemption from United States withholding tax or reduced rate with respect to all payments to be made to such Non-U.S. Lender Party under the Loan Documents. Unless the Borrower and the Administrative Agent have received forms or other documents satisfactory to them indicating that enables payments under any Loan Document to or for a Non-U.S. Lender Party are not subject to United States withholding tax or are subject to such tax at a rate reduced by an applicable tax treaty, the Company Loan Parties and the Administrative Agent shall withhold amounts required to determine its withholding and reporting obligationsbe withheld by applicable Requirements of Law from such payments at the applicable statutory rate. (iii) Each U.S. holder Lender Party shall (wA) on or prior to the date such holder U.S. Lender Party becomes a holder “U.S. Lender Party” hereunder, (xB) on or prior to the date on which any such form or certification expires or becomes obsolete, (C) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (iif) and (yD) from time to time if requested by the CompanyBorrower or the Administrative Agent (or, in the case of a participant or SPV, the relevant Lender), provide the Company Administrative Agent and the Borrower (or, in the case of a participant or SPV, the relevant Lender) with two completed originals of Form W-9 (certifying that the holder such U.S. Lender Party is entitled to an exemption from U.S. backup withholding tax) or any successor form.. 37 SECOND LIEN CREDIT AGREEMENT DANKA OFFICE IMAGING (iiiii) If Each Lender having sold a payment made to a holder under this Indenture would be subject to U.S. withholding tax imposed by FATCA if participation in any of its Obligations or identified an SPV as such holder 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 holder shall deliver to the Company, Administrative Agent shall collect from such participant or SPV the Trustee and the Paying Agent, at the time or times prescribed by law and at such time or times reasonably requested by the Company, the Trustee or the Paying Agent, such documentation and information prescribed by applicable law documents described in this clause (including as prescribed by Section 1471(b)(3)(C)(i) of the Codef) and such additional documentation and information reasonably requested by provide them to the Company, the Trustee or the Paying Agent as may be necessary for the Company, the Trustee or the Paying Administrative Agent, as applicable, to comply with their respective obligations under FATCA, to determine that such holder has or has not complied with its obligations under FATCA and, as necessary, to determine the amount to deduct and withhold from such payment. For purposes of this Section 12.01(c), FATCA shall include any amendments made to FATCA after the Issue Date.

Tax Forms. (i) Each nonNon-U.S. holder Lender Party that, at any of the following times, is entitled to an exemption from United States withholding tax or, after a change in any Requirement of Law, is subject to such withholding tax at a reduced rate under an applicable tax treaty, shall (w) on or prior to the date such nonNon-U.S. holder Lender Party becomes a holder “Non-U.S. Lender Party” hereunder, (x) on or prior to the date on which any such form or certification expires or becomes obsolete, (y) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (ci) and (yz) from time to time if reasonably requested by the Company Borrower or the TrusteeAdministrative Agent (or, in the case of a participant or SPV, the relevant Lender), provide the CompanyAdministrative Agent and the Borrower (or, in the case of a participant or SPV, the Trustee and the Paying Agent relevant Lender) with two properly completed and duly executed originals of one each of the following, as applicable: (A) Forms W-8ECI (claiming exemption from U.S. withholding tax because the income is effectively connected with a U.S. trade or business), W-8BEN-E or other applicable W-8 Form W-8BEN (claiming exemption from, or a reduction of, U.S. withholding tax under an income tax treaty) and/or W-8IMY (together with appropriate forms, certifications and supporting statements) or any successor forms, (B) in the case of a nonNon-U.S. holder Lender Party claiming exemption under Sections 871(h) or 881(c) of the Code, Form W-8BEN-E or other applicable W-8 Form W-8BEN (claiming exemption from U.S. withholding tax under the portfolio interest exemption) or any successor form and a certificate in form and substance acceptable to the Company Administrative Agent (or Lender, in the case of a participant or SPV) that such nonNon-U.S. holder Lender Party is not (1) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (2) a “10 percent shareholder” of the Company Borrower within the meaning of Section 881(c)(3)(B) of the Code or (3) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code or (C) any other applicable document prescribed by the IRS certifying as to the entitlement of such Non-U.S. Lender Party to such exemption from United States withholding tax or reduced rate with respect to all payments to be made to such Non-U.S. Lender Party under the Loan Documents. In addition, each Non-U.S. Lender Party shall, in the case of any payment subject to FATCA in respect of any Loan, Letters of Credit, Note or Obligation, provide any forms, documentation, or other information as shall be prescribed by the IRS to demonstrate that enables the Company relevant Non-U.S. Lender Party has complied with the applicable reporting requirements of FATCA so that such payments made to determine its such Non-U.S. Lender Party hereunder would not be subject to U.S. federal withholding taxes imposed by FATCA. Unless the Borrower and reporting obligationsthe Administrative Agent have received forms or other documents satisfactory to them indicating that payments under any Loan Document to or for a Non-U.S. Lender Party are not subject to United States withholding tax or are subject to such tax at a rate reduced by an applicable tax treaty, the Loan Parties and the Administrative Agent shall withhold amounts required to be withheld by applicable Requirements of Law from such payments at the applicable statutory rate. (ii) Each U.S. holder Lender Party shall (wA) on or prior to the date such holder U.S. Lender Party becomes a holder “U.S. Lender Party” hereunder, (xB) on or prior to the date on which any such form or certification expires or becomes obsolete, (C) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (iif) and (yD) from time to time if requested by the CompanyBorrower or the Administrative Agent (or, in the case of a participant or SPV, the relevant Lender), provide the Company Administrative Agent and the Borrower (or, in the case of a participant or SPV, the relevant Lender) with two completed originals of Form W-9 (certifying that the holder such U.S. Lender Party is entitled to an exemption from U.S. backup withholding tax) or any successor form. (iii) If Each Lender having sold a payment made participation in any of its Obligations or identified an SPV as such to the Administrative Agent shall collect from such participant or SPV the documents described in this clause (f) and provide them to the Administrative Agent and the Borrower. Notwithstanding the foregoing, a holder under this Indenture would U.S. Lender Party and a Non-U.S. Lender Party shall be subject to U.S. withholding tax imposed by FATCA if such holder were to fail to comply treated as having complied with the applicable reporting requirements and delivered the documentation required by this clause (f) if, after the time such U.S. Lender Party or Non-U.S. Lender Party has become a Lender hereunder, a change in a Requirement of FATCA Law or change in circumstance with respect to the Borrower subjects any such Lender to taxes (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such holder shall deliver to the Company, the Trustee and the Paying Agent, at the time or times prescribed by law and at such time or times reasonably requested by the Company, the Trustee or the Paying Agent, such documentation and information prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Codewithholding taxes) and such additional documentation and information reasonably requested by Lender is unable to provide the Company, the Trustee forms herein allowing for an exemption from or the Paying Agent as may be necessary for the Company, the Trustee or the Paying Agent, as applicable, to comply with their respective obligations under FATCA, to determine that reduction in such holder has or has not complied with its obligations under FATCA and, as necessary, to determine the amount to deduct and withhold from such payment. For purposes of this Section 12.01(c), FATCA shall include any amendments made to FATCA after the Issue Datetaxes.

Tax Forms. (i) Each nonNon-U.S. holder Lender Party that, at any of the following times, is entitled to an exemption from United States Withholding Tax or, after a change in any Requirement of Law, is subject to such Withholding Tax at a reduced rate under an applicable tax treaty, shall (w) on or prior to the date such nonNon-U.S. holder Lender Party becomes a holder “Non-U.S. Lender Party” hereunder, (x) on or prior to the date on which any such form or certification expires or becomes obsolete, (y) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (ci) and (yz) from time to time if reasonably requested by Borrower or Administrative Agent (or, in the Company or case of a participant, the Trusteerelevant Lender), provide Administrative Agent and Borrower (or, in the Companycase of a participant, the Trustee and the Paying Agent relevant Lender) with two properly completed and duly executed originals of one each of the following, as applicable: (A) Forms W-8ECI (claiming exemption from U.S. withholding tax because the income is effectively connected with a U.S. trade or business), W-8BEN-E or other applicable W-8 Form W-8BEN (claiming exemption from, or a reduction of, U.S. withholding tax under an income tax treaty) and/or ), W-8IMY (together with appropriate forms, certifications and supporting statements) or any successor forms, (B) in the case of a nonNon-U.S. holder Lender Party claiming exemption under Sections 871(h) or 881(c) of the Code, Form W-8BEN-E or other applicable W-8 Form W-8BEN (claiming exemption from U.S. withholding tax under the portfolio interest exemption) or any successor form and a certificate in form and substance acceptable to the Company Administrative Agent that such nonNon-U.S. holder Lender Party is not (1) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (2) a “10 percent shareholder” of the Company Borrower within the meaning of Section 881(c)(3)(B) of the Code or (3) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code or (C) any other applicable document prescribed by the IRS that enables the Company to determine its withholding and reporting obligations. (ii) Each U.S. holder shall (w) on or prior certifying as to the date entitlement of such holder becomes a holder hereunder, (x) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant Non-U.S. Lender Party to this clause (ii) and (y) from time to time if requested by the Company, provide the Company with two completed originals of Form W-9 (certifying that the holder is entitled to an such exemption from U.S. backup United States withholding tax) tax or any successor form. (iii) If a payment reduced rate with respect to all payments to be made to such Non-U.S. Lender Party under the Loan Documents. Unless Borrower and Administrative Agent have received forms or other documents satisfactory to them indicating that payments under any Loan Document to or for a holder under this Indenture would be Non-U.S. Lender Party are not subject to U.S. United States withholding tax imposed or are subject to such tax at a rate reduced by FATCA if an applicable tax treaty, Borrower and Administrative Agent shall withhold amounts required to be withheld by applicable Requirements of Law from such holder were to fail to comply with payments at the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such holder shall deliver to the Company, the Trustee and the Paying Agent, at the time or times prescribed by law and at such time or times reasonably requested by the Company, the Trustee or the Paying Agent, such documentation and information prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation and information reasonably requested by the Company, the Trustee or the Paying Agent as may be necessary for the Company, the Trustee or the Paying Agent, as applicable, to comply with their respective obligations under FATCA, to determine that such holder has or has not complied with its obligations under FATCA and, as necessary, to determine the amount to deduct and withhold from such paymentstatutory rate. For purposes of this Section 12.01(c), FATCA shall include any amendments made to FATCA after the Issue Date.[Summit Healthcare] 34

Tax Forms. (i) Each nonNon-U.S. holder Lender Party that, at any of the following times, is entitled to an exemption from United States withholding tax or, after a change in any Requirement of Law, is subject to such withholding tax at a reduced rate under an applicable tax treaty, shall (w) on or prior to the date such nonNon-U.S. holder Lender Party becomes a holder “Non-U.S. Lender Party” hereunder, (x) on or prior to the date on which any such form or certification expires or becomes obsolete, (y) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (cf) and (yz) from time to time if reasonably CREDIT AGREEMENT MEDICAL STAFFING NETWORK, INC. requested by the Company Borrower or the TrusteeAdministrative Agent (or, in the case of a participant or SPV, the relevant Lender), provide the CompanyAdministrative Agent and the Borrower (or, in the case of a participant or SPV, the Trustee and the Paying Agent relevant Lender) with two properly completed and duly executed originals of one each of the following, as applicable: (A) Forms W-8ECI (claiming exemption from U.S. withholding tax because the income is effectively connected with a U.S. trade or business), W-8BEN-E or other applicable W-8 Form W-8BEN (claiming exemption from, or a reduction of, U.S. withholding tax under an income tax treaty) and/or W-8IMY (together with appropriate forms, certifications and supporting statements) or any successor forms, (B) in the case of a nonNon-U.S. holder Lender Party claiming exemption under Sections 871(h) or 881(c) of the Code, Form W-8BEN-E or other applicable W-8 Form W-8BEN (claiming exemption from U.S. withholding tax under the portfolio interest exemption) or any successor form and a certificate in form and substance acceptable to the Company Administrative Agent that such nonNon-U.S. holder Lender Party is not (1) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (2) a “10 percent shareholder” of the Company Borrower within the meaning of Section 881(c)(3)(B) of the Code or (3) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code or (C) any other applicable document prescribed by the IRS certifying as to the entitlement of such Non-U.S. Lender Party to such exemption from United States withholding tax or reduced rate with respect to all payments to be made to such Non-U.S. Lender Party under the Loan Documents. Unless the Borrower and the Administrative Agent have received forms or other documents satisfactory to them indicating that enables payments under any Loan Document to or for a Non-U.S. Lender Party are not subject to United States withholding tax or are subject to such tax at a rate reduced by an applicable tax treaty, the Company Loan Parties and the Administrative Agent shall withhold amounts required to determine its withholding and reporting obligationsbe withheld by applicable Requirements of Law from such payments at the applicable statutory rate. (ii) Each U.S. holder Lender Party shall (wA) on or prior to the date such holder U.S. Lender Party becomes a holder “U.S. Lender Party” hereunder, (xB) on or prior to the date on which any such form or certification expires or becomes obsolete, (C) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (iif) and (yD) from time to time if requested by the CompanyBorrower or the Administrative Agent (or, in the case of a participant or SPV, the relevant Lender), provide the Company Administrative Agent and the Borrower (or, in the case of a participant or SPV, the relevant Lender) with two completed originals of Form W-9 (certifying that the holder such U.S. Lender Party is entitled to an exemption from U.S. backup withholding tax) or any successor form. (iii) If Each Lender having sold a payment made to a holder under this Indenture would be subject to U.S. withholding tax imposed by FATCA if participation in any of its Obligations or identified an SPV as such holder 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 holder shall deliver to the Company, Administrative Agent shall collect from such participant or SPV the Trustee and the Paying Agent, at the time or times prescribed by law and at such time or times reasonably requested by the Company, the Trustee or the Paying Agent, such documentation and information prescribed by applicable law documents described in this clause (including as prescribed by Section 1471(b)(3)(C)(i) of the Codef) and such additional documentation and information reasonably requested by provide them to the Company, the Trustee or the Paying Agent as may be necessary for the Company, the Trustee or the Paying Administrative Agent, as applicable, to comply with their respective obligations under FATCA, to determine that such holder has or has not complied with its obligations under FATCA and, as necessary, to determine the amount to deduct and withhold from such payment. For purposes of this Section 12.01(c), FATCA shall include any amendments made to FATCA after the Issue Date.

Tax Forms. (i) Each nonNon-U.S. holder Lender Party that, at any of the following times, is entitled to an exemption from United States Withholding Tax or, after a change in any Requirements of Law, is subject to such withholding Tax at a reduced rate under an applicable Tax treaty, shall (w) on or prior to the date such nonNon-U.S. holder Lender Party becomes a holder “Non-U.S. Lender Party” hereunder, (x) on or prior to the date on which any such form or certification expires or becomes obsolete, (y) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (ci) and (yz) from time to time if reasonably requested by Borrower or Administrative Agent (or, in the Company case of a participant or SPV, the Trusteerelevant Lender), provide Administrative Agent and Borrower (or, in the Companycase of a participant or SPV, the Trustee and the Paying Agent relevant Lender) with two properly completed and duly executed originals of one each of the following, as applicable: (A) Forms W-8ECI (claiming exemption from U.S. withholding tax because the income is effectively connected with a U.S. trade or business), W-8BEN-E or other applicable W-8 Form W-8BEN (claiming exemption from, or a reduction of, U.S. withholding tax under an income tax treaty) and/or W-8IMY (together with appropriate forms, certifications and supporting statements) or any successor forms, (B) in the case of a nonNon-U.S. holder Lender Party claiming exemption under Sections 871(h) or 881(c) of the Code, Form W-8BEN-E or other applicable W-8 Form W-8BEN (claiming exemption from U.S. withholding tax under the portfolio interest exemption) or any successor form and a certificate in form and substance acceptable to the Company Administrative Agent that such nonNon-U.S. holder Lender Party is not (1) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (2) a “10 percent shareholder” of the Company Borrower within the meaning of Section 881(c)(3)(B) of the Code or (3) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code or (C) any other applicable document prescribed by the IRS certifying as to the entitlement of such Non-U.S. Lender Party to such exemption from United States withholding tax or reduced rate with respect to all payments to be made to such Non-U.S. Lender Party under the Loan Documents. Unless Borrower and Administrative Agent have received forms or other documents satisfactory to them indicating that enables payments under any Loan Document to or for a Non-U.S. Lender Party are not subject to United States withholding tax or are subject to such tax at a rate reduced by an applicable tax treaty, the Company Borrower Parties and Administrative Agent shall withhold amounts required to determine its withholding and reporting obligationsbe withheld by applicable Requirements of Law from such payments at the applicable statutory rate. (ii) Each U.S. holder Lender Party shall (wA) on or prior to the date such holder U.S. Lender Party becomes a holder “U.S. Lender Party” hereunder, (xB) on or prior to the date on which any such form or certification expires or becomes obsolete, (C) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (iif) and (yD) from time to time if requested by Borrower or Administrative Agent (or, in the Companycase of a participant, the relevant Lender), provide Administrative Agent and Borrower (or, in the Company case of a participant, the relevant Lender) with two completed originals of Form W-9 (certifying that the holder such U.S. Lender Party is entitled to an exemption from U.S. backup withholding tax) or any successor form. (iii) Each Lender having sold a participation in any of its Obligations shall collect from such participant the documents described in this clause (f) and provide them to Administrative Agent. (iv) If a payment made to a holder under this Indenture Non-U.S. Lender Party would be subject to U.S. United States federal withholding tax Tax imposed by FATCA if such holder were to fail Non-U.S. Lender Party fails to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable)FATCA, such holder Non-U.S. Lender Party shall deliver to the Company, the Trustee Administrative Agent and the Paying Agent, at the time Borrower any documentation under any Requirements of Law or times prescribed by law and at such time or times reasonably requested by the Company, the Trustee Administrative Agent or the Paying Agent, such documentation and information prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation and information reasonably requested by the Company, the Trustee Borrower sufficient for Administrative Agent or the Paying Agent as may be necessary for the Company, the Trustee or the Paying Agent, as applicable, Borrower to comply with their respective obligations under FATCA, FATCA and to determine that such holder Non-U.S. Lender has or has not complied with its obligations under FATCA and, as necessary, or to determine the amount to deduct and withhold from such payment. For Solely for the purposes of this Section 12.01(cclause (iv), FATCA “FATCA” shall include any amendments made to FATCA after the Issue Datedate of this Agreement.

Tax Forms. (i) Each nonNon-U.S. holder Lender Party that, at any of the following times, is entitled to an exemption from United States withholding Tax or, after a change in any Requirement of Law, is subject to such withholding Tax at a reduced rate under an applicable tax treaty, shall (w) on or prior to the date such nonNon-U.S. holder Lender Party becomes a holder “Non-U.S. Lender Party” hereunder, (x) on or prior to the date on which any such form or certification expires or becomes obsolete, (y) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (ci) and (yz) from time to time if reasonably requested by Borrower or Administrative Agent (or, in the Company case of a participant or SPV, the Trusteerelevant Lender), provide Administrative Agent and Borrower (or, in the Companycase of a participant or SPV, the Trustee and the Paying Agent relevant Lender) with two properly completed and duly executed originals of one each of the following, as applicable: (A) Forms W-8ECI (claiming exemption from U.S. withholding tax because the income is effectively connected with a U.S. trade or business), W-8BEN-E or other applicable W-8 Form W-8BEN (claiming exemption from, or a reduction of, U.S. withholding tax under an income tax treaty) and/or W-8IMY (together with appropriate forms, certifications and supporting statements) or any successor forms, (B) in the case of a nonNon-U.S. holder Lender Party claiming exemption under Sections 871(h) or 881(c) of the Code, Form W-8BEN-E or other applicable W-8 Form W-8BEN (claiming exemption from U.S. withholding tax under the portfolio interest exemption) or any successor form and a certificate in form and substance acceptable to the Company Administrative Agent that such nonNon-U.S. holder Lender Party is not (1) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (2) a “10 percent shareholder” of the Company Borrower within the meaning of Section 881(c)(3)(B) of the Code or (3) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code or (C) any other applicable document prescribed by the IRS certifying as to the entitlement of such Non-U.S. Lender Party to such exemption from United States withholding tax or reduced rate with respect to all payments to be made to such Non-U.S. Lender Party under the Loan Documents. Unless Borrower and Administrative Agent have received forms or other documents satisfactory to them indicating that enables payments under any Loan Document to or for a Non-U.S. Lender Party are not subject to United States withholding tax or are subject to such tax at a rate reduced by an applicable tax treaty, Borrower and Administrative Agent shall withhold amounts required to be withheld by applicable Requirements of Law from such payments at the Company to determine its withholding and reporting obligations.applicable statutory rate. LOAN AGREEMENT – Page 34[Heritage W▇▇▇▇] (ii) Each U.S. holder Lender Party shall (wA) on or prior to the date such holder U.S. Lender Party becomes a holder “U.S. Lender Party” hereunder, (xB) on or prior to the date on which any such form or certification expires or becomes obsolete, (C) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (iif) and (yD) from time to time if requested by Borrower or Administrative Agent (or, in the Companycase of a participant, the relevant Lender), provide Administrative Agent and Borrower (or, in the Company case of a participant, the relevant Lender) with two completed originals of Form W-9 (certifying that the holder such U.S. Lender Party is entitled to an exemption from U.S. backup withholding tax) or any successor form. (iii) Each Lender having sold a participation in any of its Obligations shall collect from such participant the documents described in this clause (f) and provide them to Administrative Agent. (iv) If a payment made to a holder under this Indenture Non-U.S. Lender Party would be subject to U.S. United States federal withholding tax Tax imposed by FATCA if such holder were to fail Non-U.S. Lender Party fails to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable)FATCA, such holder Non-U.S. Lender Party shall deliver to the Company, the Trustee Agent and the Paying Agent, at the time Borrower’s Agent any documentation under any Requirement of Law or times prescribed by law and at such time or times reasonably requested by the Company, the Trustee Administrative Agent or the Paying Agent, such documentation and information prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation and information reasonably requested by the Company, the Trustee Borrower’s Agent sufficient for Administrative Agent or the Paying Agent as may be necessary for the Company, the Trustee or the Paying Agent, as applicable, Borrower to comply with their respective obligations under FATCA, FATCA and to determine that such holder Non-U.S. Lender has or has not complied with its obligations under FATCA and, as necessary, or to determine the amount to deduct and withhold from such payment. For Solely for the purposes of this Section 12.01(cclause (iv), FATCA “FATCA” shall include any amendments made to FATCA after the Issue Date.date of this Agreement. LOAN AGREEMENT – Page 35[Heritage W▇▇▇▇]

Tax Forms. (i) Each nonNon-U.S. holder Lender Party that, at any of the following times, is entitled to an exemption from United States withholding tax or, after a change in any Requirement of Law, is subject to such withholding tax at a reduced rate under an applicable tax treaty, shall (w) on or prior to the date such nonNon-U.S. holder Lender Party becomes a holder “Non-U.S. Lender Party” hereunder, (x) on or prior to the date on which any such form or certification expires or becomes obsolete, (y) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (cf) and (yz) from time to time if reasonably requested by the Company Borrower or the TrusteeAdministrative Agent (or, in the case of a participant or SPV, the relevant Lender), provide the CompanyAdministrative Agent and the Borrower (or, in the case of a participant or SPV, the Trustee and the Paying Agent relevant Lender) with two properly completed and duly executed originals of one each of the following, as applicable: (A) Forms W-8ECI (claiming exemption from U.S. withholding tax because the income is effectively connected with a U.S. trade or business), W-8BEN-E or other applicable W-8 Form W-8BEN (claiming exemption from, or a reduction of, U.S. withholding tax under an income tax treaty) and/or W-8IMY (together with appropriate forms, certifications and supporting statements) or any successor forms, (B) in the case of a nonNon-U.S. holder Lender Party claiming exemption under Sections 871(h) or 881(c) of the Code, Form W-8BEN-E or other applicable W-8 Form W-8BEN (claiming exemption from U.S. withholding tax under the portfolio interest exemption) or any successor form and a certificate in form and substance acceptable to the Company Administrative Agent that such nonNon-U.S. holder Lender Party is not (1) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (2) a “10 percent shareholder” of the Company Borrower within the meaning of Section 881(c)(3)(B) of the Code or (3) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code or (C) any other applicable document prescribed by the IRS certifying as to the entitlement of such Non-U.S. Lender Party to such exemption from United States withholding tax or reduced rate with respect to all payments to be made to such Non-U.S. Lender Party under the Loan Documents. Unless the Borrower and the Administrative Agent have received forms or other documents satisfactory to them indicating that enables payments under any Loan Document to or for a Non-U.S. Lender Party are not subject to United States withholding tax or are subject to such tax at a rate reduced by an applicable tax treaty, the Company Loan Parties and the Administrative Agent shall withhold amounts required to determine its withholding and reporting obligationsbe withheld by applicable Requirements of Law from such payments at the applicable statutory rate. CREDIT AGREEMENT MEDICAL STAFFING NETWORK, INC. (ii) Each U.S. holder Lender Party shall (wA) on or prior to the date such holder U.S. Lender Party becomes a holder “U.S. Lender Party” hereunder, (xB) on or prior to the date on which any such form or certification expires or becomes obsolete, (C) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (iif) and (yD) from time to time if requested by the CompanyBorrower or the Administrative Agent (or, in the case of a participant or SPV, the relevant Lender), provide the Company Administrative Agent and the Borrower (or, in the case of a participant or SPV, the relevant Lender) with two completed originals of Form W-9 (certifying that the holder such U.S. Lender Party is entitled to an exemption from U.S. backup withholding tax) or any successor form. (iii) If Each Lender having sold a payment made to a holder under this Indenture would be subject to U.S. withholding tax imposed by FATCA if participation in any of its Obligations or identified an SPV as such holder 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 holder shall deliver to the Company, Administrative Agent shall collect from such participant or SPV the Trustee and the Paying Agent, at the time or times prescribed by law and at such time or times reasonably requested by the Company, the Trustee or the Paying Agent, such documentation and information prescribed by applicable law documents described in this clause (including as prescribed by Section 1471(b)(3)(C)(i) of the Codef) and such additional documentation and information reasonably requested by provide them to the Company, the Trustee or the Paying Agent as may be necessary for the Company, the Trustee or the Paying Administrative Agent, as applicable, to comply with their respective obligations under FATCA, to determine that such holder has or has not complied with its obligations under FATCA and, as necessary, to determine the amount to deduct and withhold from such payment. For purposes of this Section 12.01(c), FATCA shall include any amendments made to FATCA after the Issue Date.

Tax Forms. (i) Each nonNon-U.S. holder Lender Party that, at any of the following times, is entitled to an exemption from United States withholding tax or, after a change in any Requirement of Law, is subject to such withholding tax at a reduced rate under an applicable tax treaty, shall (w) on or prior to the date such nonNon-U.S. holder Lender Party becomes a holder “Non-U.S. Lender Party” hereunder, (x) on or prior to the date on which any such form or certification expires or becomes obsolete, (y) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (cf) and (yz) from time to time if reasonably requested by the Company Borrower or the TrusteeAdministrative Agent (or, in the case of a participant or SPV, the relevant Lender), provide the CompanyAdministrative Agent and the Borrower (or, in the case of a participant or SPV, the Trustee and the Paying Agent relevant Lender) with two properly completed and duly executed originals of one each of the following, as applicable: (A) Forms W-8ECI (claiming exemption from U.S. withholding tax because the income is effectively connected with a U.S. trade or business), W-8BEN-E or other applicable W-8 Form W-8BEN (claiming exemption from, or a reduction of, U.S. withholding tax under an income tax treaty) and/or W-8IMY (together with appropriate forms, certifications and supporting statements) or any successor forms, (B) in the case AMENDED AND RESTATED CREDIT AGREEMENT MEDICAL STAFFING NETWORK, INC. of a nonNon-U.S. holder Lender Party claiming exemption under Sections 871(h) or 881(c) of the Code, Form W-8BEN-E or other applicable W-8 Form W-8BEN (claiming exemption from U.S. withholding tax under the portfolio interest exemption) or any successor form and a certificate in form and substance acceptable to the Company Administrative Agent that such nonNon-U.S. holder Lender Party is not (1) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (2) a “10 percent shareholder” of the Company Borrower within the meaning of Section 881(c)(3)(B) of the Code or (3) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code or (C) any other applicable document prescribed by the IRS certifying as to the entitlement of such Non-U.S. Lender Party to such exemption from United States withholding tax or reduced rate with respect to all payments to be made to such Non-U.S. Lender Party under the Loan Documents. Unless the Borrower and the Administrative Agent have received forms or other documents satisfactory to them indicating that enables payments under any Loan Document to or for a Non-U.S. Lender Party are not subject to United States withholding tax or are subject to such tax at a rate reduced by an applicable tax treaty, the Company Loan Parties and the Administrative Agent shall withhold amounts required to determine its withholding and reporting obligationsbe withheld by applicable Requirements of Law from such payments at the applicable statutory rate. (ii) Each U.S. holder Lender Party shall (wA) on or prior to the date such holder U.S. Lender Party becomes a holder “U.S. Lender Party” hereunder, (xB) on or prior to the date on which any such form or certification expires or becomes obsolete, (C) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (iif) and (yD) from time to time if requested by the CompanyBorrower or the Administrative Agent (or, in the case of a participant or SPV, the relevant Lender), provide the Company Administrative Agent and the Borrower (or, in the case of a participant or SPV, the relevant Lender) with two completed originals of Form W-9 (certifying that the holder such U.S. Lender Party is entitled to an exemption from U.S. backup withholding tax) or any successor form. (iii) If Each Lender having sold a payment made to a holder under this Indenture would be subject to U.S. withholding tax imposed by FATCA if participation in any of its Obligations or identified an SPV as such holder 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 holder shall deliver to the Company, Administrative Agent shall collect from such participant or SPV the Trustee and the Paying Agent, at the time or times prescribed by law and at such time or times reasonably requested by the Company, the Trustee or the Paying Agent, such documentation and information prescribed by applicable law documents described in this clause (including as prescribed by Section 1471(b)(3)(C)(i) of the Codef) and such additional documentation and information reasonably requested by provide them to the Company, the Trustee or the Paying Agent as may be necessary for the Company, the Trustee or the Paying Administrative Agent, as applicable, to comply with their respective obligations under FATCA, to determine that such holder has or has not complied with its obligations under FATCA and, as necessary, to determine the amount to deduct and withhold from such payment. For purposes of this Section 12.01(c), FATCA shall include any amendments made to FATCA after the Issue Date.

Tax Forms. (i) Each nonNon-U.S. holder Lender Party that, at any of the following times, is entitled to an exemption from United States withholding tax or, after a change in any Requirement of Law, is subject to such withholding tax at a reduced rate under an applicable tax treaty, shall (w) on or prior to the date such nonNon-U.S. holder Lender Party becomes a holder “Non-U.S. Lender Party” hereunder, (x) on or prior to the date on which any such form or certification expires or becomes obsolete, (y) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause subclause (ch) (i) and (yz) from time to time if reasonably requested by the Company Borrower or either Administrative Agent (or, in the Trusteecase of a participant or SPV, the relevant Lender), provide the CompanyAdministrative Agents and the Borrower (or, in the case of a participant or SPV, the Trustee and the Paying Agent relevant Lender) with two properly completed and duly executed originals of one each of the following, as applicable: (A) Forms W-8ECI (claiming exemption from U.S. withholding tax because the income is effectively connected with a U.S. trade or business), W-8BEN or W-8BEN-E or other E, as applicable W-8 Form (claiming exemption from, or a reduction of, U.S. withholding tax under an income tax treaty) and/or W-8IMY (together with appropriate forms), certifications and supporting statements) or any successor forms, (B) in the case of a nonNon-U.S. holder Lender Party claiming exemption under Sections 871(h) or 881(c) of the Code, IRS Form W-8BEN or W-8BEN-E or other E, as applicable W-8 Form (claiming exemption from U.S. withholding tax under the portfolio interest exemption) ), or any successor form and a certificate in substantially in the form and substance acceptable to of Exhibit I-1 (or Lender, in the Company case of a participant or SPV) that such nonNon-U.S. holder Lender Party is not (1) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (2) a “10 percent shareholder” of the Company Borrower within the meaning of Section 881(c)(3)(B) of the Code or (3) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code or Code, (C) any other applicable document prescribed by the IRS certifying as to the entitlement of such Non-U.S. Lender Party to such exemption from U.S. withholding tax or reduced rate with respect to all payments to be made to such Non-U.S. Lender Party under the Loan Documents or (D) to the extent a Non-U.S. Lender Party is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, W-8BEN or W-8BEN-E, as applicable, a certificate substantially in the form of Exhibit I-2 or Exhibit I-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that enables if the Company Non-U.S. Lender Party is a partnership and one or more direct or indirect partners of such Non-U.S. Lender Party are claiming the portfolio interest exemption, such Non-U.S. Lender Party may provide a certificate substantially in the form of Exhibit I-4 on behalf of each such direct and indirect partner. In addition, each Non-U.S. Lender Party shall, in the case of any payment subject to determine its FATCA in respect of any Loan, Letters of Credit, Note or Obligation, provide any forms, documentation, or other information as shall be prescribed by the IRS to demonstrate that the relevant Non-U.S. Lender Party has complied with the applicable reporting requirements of FATCA so that such payments made to such Non-U.S. Lender Party hereunder would not be subject to U.S. federal withholding taxes imposed by FATCA. Unless the Borrower and reporting obligationsthe Administrative Agents have received forms or other documents satisfactory to them indicating that payments under any Loan Document to or for a Non-U.S. Lender Party are not subject to United States withholding tax or are subject to such tax at a rate reduced by an applicable tax treaty, the Loan Parties and the Administrative Agents shall withhold amounts required to be withheld by applicable Requirements of Law from such payments at the applicable statutory rate. (ii) Each U.S. holder Lender Party shall (wA) on or prior to the date such holder U.S. Lender Party becomes a holder “U.S. Lender Party” hereunder, (xB) on or prior to the date on which any such form or certification expires or becomes obsolete, (C) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (iih) and (yD) from time to time if requested by the CompanyBorrower or either Administrative Agent (or, in the case of a participant or SPV, the relevant Lender), provide the Company Administrative Agents and the Borrower (or, in the case of a participant or SPV, the relevant Lender) with two completed originals of Form W-9 (certifying that the holder such U.S. Lender Party is entitled to an exemption from U.S. backup withholding tax) or any successor form. (iii) If . Notwithstanding the foregoing, a payment made to U.S. Lender Party and a holder under this Indenture would Non-U.S. Lender Party shall be subject to U.S. withholding tax imposed by FATCA if such holder were to fail to comply treated as having complied with the applicable reporting requirements and delivered the documentation required by this clause (h) if, after the time such U.S. Lender Party or Non-U.S. Lender Party has become a Lender hereunder, a change in a Requirement of FATCA Law or change in circumstance with respect to the Borrower subjects any such Lender to taxes (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such holder shall deliver to the Company, the Trustee and the Paying Agent, at the time or times prescribed by law and at such time or times reasonably requested by the Company, the Trustee or the Paying Agent, such documentation and information prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Codewithholding taxes) and such additional documentation and information reasonably requested by Lender is unable to provide the Company, the Trustee forms herein allowing for an exemption from or the Paying Agent as may be necessary for the Company, the Trustee or the Paying Agent, as applicable, to comply with their respective obligations under FATCA, to determine that reduction in such holder has or has not complied with its obligations under FATCA and, as necessary, to determine the amount to deduct and withhold from such payment. For purposes of this Section 12.01(c), FATCA shall include any amendments made to FATCA after the Issue Datetaxes.