Each U.S. Credit Party (other than MPC Products) is an existing corporation in good standing under the laws of the State of Delaware; and each U.S. Credit Party (other than MPC Products) has the corporate power and authority to enter into and perform its obligations under the Loan Documents to which it is a party. MPC Products is an existing corporation in good standing under the laws of the State of Illinois; and MPC Products has the corporate power and authority to enter into and perform its obligations under the Loan Documents to which it is a party.

Each U.S. Credit Party has taken all necessary corporate action on its part to be taken by it in order to authorize the execution, delivery and performance of the Loan Documents to which it is a party; and each U.S. Credit Party has duly executed and delivered each of the Loan Documents to which it is a party.

Each U.S. Lender shall deliver to the Borrower and the Administrative Agent on or before the date on which it becomes a party to this Agreement two properly completed and duly signed copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding.

Each U.S. Borrower and each Restricted Subsidiary that is not a UK Borrower will maintain one or more of the Lenders as its principal depository bank, including for the maintenance of operating, administrative, cash management, collection activity and other deposit accounts for the conduct of its business; provided that thesuch Borrowers and their Restricted Subsidiaries may maintain Excluded Deposit Accounts (as defined in the U.S. Security Agreement) subject to the limitations and requirements of the U.S. Security Agreement.

Each U.S. Revolving Lender or U.S. FILO Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall deliver to the Lead Borrower and the Administrative Agent on or prior to the date on which it becomes a party to this Agreement (and from time to time thereafter upon the reasonable request of the Lead Borrower or the Administrative Agent), two accurate and complete original signed copies of whichever of the following is applicable:

Each U.S. Lender shall deliver to the Borrower and the Administrative Agent on or before the date on which it becomes a party to this Agreement two properly completed and duly signed original copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding.

Each U.S. Lender shall deliver to the Borrower and the Administrative Agent two Internal Revenue Service Forms W-9 (or substitute or successor form), properly completed and duly executed, certifying that such U.S. Lender is exempt from U.S. federal backup withholding # on or prior to the Closing Date (or on or prior to the date it becomes a party to this Agreement), # on or before the date that such form expires or becomes obsolete or invalid, # after the occurrence of a change in the U.S. Lender’s circumstances requiring a change in the most recent form previously delivered by it to the Borrower and the Administrative Agent, and # from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent.

Each U.S. Borrower, jointly and severally, hereby unconditionally promises to pay # to the Administrative Agent for the account of each U.S. Revolving Lender, the then unpaid principal amount of each U.S. Revolving Loan of such U.S. Revolving Lender on the Maturity Date, # to the Administrative Agent for the account of each U.S. FILO Lender, if applicable, the then unpaid principal amount of each U.S. FILO Loan made to a U.S. Borrower of such U.S. FILO Lender on the U.S. FILO Maturity Date, and # to each U.S. Swingline Lender the then unpaid principal amount of each applicable U.S. Swingline Loan made to the Lead Borrower on the Maturity Date. The Canadian Borrower hereby unconditionally promises to pay # to the Administrative Agent for the account of each Canadian Revolving Lender, then unpaid principal amount of each Canadian Revolving Loan of such Canadian Revolving Lender on the Maturity Date, and # to the Canadian Swingline Lender the then unpaid principal amount of each applicable Canadian Swingline Loan made to the Canadian Borrower on the Maturity Date.

Each U.S. Revolving Lender or U.S. FILO Lender that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall deliver to the Lead Borrower and the Administrative Agent, on or prior to the date on which it becomes a party to this Agreement (and from time to time thereafter upon the reasonable request of the Lead Borrower or the Administrative Agent), two accurate and complete original signed copies of Internal Revenue Service Form W‑9 (or successor form) certifying that such Lender is exempt from United States backup withholding (iii)Each Canadian Revolving Lender shall deliver to the Lead Borrower and the Administrative Agent on or prior to the date on which it becomes a party to this Agreement (and from time to time thereafter upon the reasonable request of the Lead Borrower or the Administrative Agent) two accurate and complete original signed copies of either # Internal Revenue Service Form W‑9 (or successor form) certifying that such Lender is exempt from United States backup withholding or # an applicable Internal Revenue Service Form W‑8 (or successor form) certifying such Lender’s non-U.S. status.;

Each U.S. Lender shall deliver to the Borrower and the Administrative Agent two IRS Forms W-9 (or substitute or successor form), properly completed and duly executed, certifying that such U.S. Lender is exempt from U.S. federal backup withholding # on or prior to the Closing Date (or on or prior to the date it becomes a party to this Agreement), # on or before the date that such form expires or becomes obsolete or invalid, # after the occurrence of a change in the U.S. Lender’s circumstances requiring a change in the most recent form previously delivered by it to the Borrower and the Administrative Agent, and # from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent.