Common use of Delivery of Tax Forms Clause in Contracts

Delivery of Tax Forms. (a) Upon the reasonable request of the Borrowers, each Lender or transferee that is organized under the laws of a jurisdiction outside the United States (a “Non-U.S. Lender”) shall deliver to the Agent and the Borrowers two properly completed and duly executed copies of either U.S. Internal Revenue Service Form W-0XXX, X-0XXX or W-8IMY or, upon request of the Borrowers or the Agent, any subsequent versions thereof or successors thereto, in each case claiming such reduced rate (which may be zero) of U.S. Federal withholding tax under Sections 1441 and 1442 of the Code with respect to payments of interest hereunder as such Non-U.S. Lender may properly claim. In addition, in the case of a Non-U.S. Lender claiming exemption from U.S. Federal withholding tax under Section 871(h) or 881(c) of the Code, such Non-U.S. Lender shall, when so requested by the Borrowers provide to the Agent and the Borrowers in addition to the W-8BEN required under Section 23.7(a) a certificate representing that such Non-U.S. Lender is not a bank for purposes of Section 881(c) of the Code, is not a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Borrowers and is not a controlled foreign corporation related to the Borrowers (within the meaning of Section 864(d)(4) of the Code), and such Non-U.S. Lender agrees that it shall promptly notify the Agent in the event any representation in such certificate is no longer accurate. (b) In the event that Withholding taxes may be imposed under the laws of any Pertinent Jurisdiction (other than the United States or any political subdivision or taxing jurisdiction thereof or therein) in respect of payments on the Loan or other amounts due under this Agreement and if certain documentation provided by a Lender could reduce or eliminate such Withholding taxes under the laws of such Pertinent Jurisdiction or any treaty to which the Pertinent Jurisdiction is a party, then, upon written request by the Borrowers, a Lender that is entitled to an exemption from, or reduction in the amount of, such Withholding tax shall deliver to the Borrowers (with a copy to the Agent), at the time or times prescribed by applicable law or promptly after receipt of Borrowers’ request, whichever is later, such properly completed and executed documentation requested by the Borrowers, if any, as will permit such payments to be made without withholding or at a reduced rate of withholding; provided that such Lender is legally entitled to complete, execute and deliver such documentation and in such Lender’s reasonable judgment such completion, execution or delivery would not materially prejudice the legal or commercial position of such Lender. Notwithstanding the foregoing, nothing in Clause 23.7 shall require a Lender to disclose any confidential information (including, without limitation, its tax returns or its calculations). (c) Each Lender shall deliver such forms as provided in this Clause 23.7 within 20 days after receipt of a written request therefor from the Agent or Borrowers. (d) Notwithstanding any other provision of this Clause 23.7, a Lender shall not be required to deliver any form pursuant to this Clause 23.7 that such Lender is not legally entitled to deliver.

Delivery of Tax Forms. (a) Upon the reasonable request of the Borrowers, each Lender or transferee that is organized under the laws of a jurisdiction outside the United States (a “Non-U.S. Lender”) shall deliver to the Agent and the Borrowers two properly completed and duly executed copies of either U.S. Internal Revenue Service IRS Form W-0XXX, X-0XXX-X, X-0XXX or W-8IMY or, upon request of the Borrowers or the Agent, any subsequent versions thereof or successors thereto, in each case claiming such reduced rate (which may be zero) of U.S. Federal withholding tax under Sections 1441 and 1442 of the Code with respect to payments of interest hereunder as such Non-U.S. Lender may properly claim. In addition, in the case of a Non-U.S. Lender claiming exemption from U.S. Federal withholding tax under Section 871(h) or 881(c) of the Code, such Non-U.S. Lender shall, when so requested by the Borrowers provide to the Agent and the Borrowers in addition to the Form W-8BEN or W-8BEN-E required under Section 23.7(a) a certificate representing that such Non-U.S. Lender is not a bank for purposes of Section 881(c) of the Code, is not a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Borrowers and is not a controlled foreign corporation related to the Borrowers (within the meaning of Section 864(d)(4) of the Code), and such Non-U.S. Lender agrees that it shall promptly notify the Agent in the event any representation in such certificate is no longer accurate. (b) In the event that Withholding taxes may be imposed under the laws of any Pertinent Jurisdiction (other than the United States or any political subdivision or taxing jurisdiction thereof or therein) in respect of payments on the Loan or other amounts due under this Agreement and if certain documentation provided by a Lender could reduce or eliminate such Withholding taxes under the laws of such Pertinent Jurisdiction or any treaty to which the Pertinent Jurisdiction is a party, then, upon written request by the Borrowers, a Lender that is entitled to an exemption from, or reduction in the amount of, such Withholding tax shall deliver to the Borrowers (with a copy to the Agent), at the time or times prescribed by applicable law or promptly after receipt of Borrowers’ request, whichever is later, such properly completed and executed documentation requested by the Borrowers, if any, as will permit such payments to be made without withholding or at a reduced rate of withholding; provided that such Lender is legally entitled to complete, execute and deliver such documentation and in such Lender’s reasonable judgment such completion, execution or delivery would not materially prejudice the legal or commercial position of such Lender. Notwithstanding the foregoing, nothing in Clause 23.7 shall require a Lender to disclose any confidential information (including, without limitation, its tax returns or its calculations). (c) Each Lender shall deliver such forms as provided in this Clause 23.7 within 20 days after receipt of a written request therefor from the Agent or Borrowers. (d) Notwithstanding any other provision of this Clause 23.7, a Lender shall not be required to deliver any form pursuant to this Clause 23.7 that such Lender is not legally entitled to deliver.

Delivery of Tax Forms. (a) Upon the reasonable request of the Borrowers, each Lender or transferee that is organized under the laws of a jurisdiction outside the United States (a “Non-U.S. Lender”) shall deliver to the Agent and the Borrowers two properly completed and duly executed copies of either U.S. Internal Revenue Service (as applicable) IRS Form W-0XXX, X-0XXX or W-8IMY or, upon request of the Borrowers or the Agent, any subsequent versions thereof or successors thereto, in each case claiming such reduced rate (which may be zero) of U.S. Federal withholding tax under Sections 1441 and 1442 of the Code with respect to payments of interest hereunder as such Non-U.S. Lender may properly claim. In addition, in the case of a Non-U.S. Lender claiming exemption from U.S. Federal withholding tax under Section 871(h) or 881(c) of the Code, such Non-U.S. Lender shall, when so requested by the Borrowers Borrowers, provide to the Agent and the Borrowers in addition to the W-8BEN required under Section 23.7(a) above a certificate representing that such Non-U.S. Lender is not a bank for purposes of Section 881(c) of the Code, is not a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Borrowers and is not a controlled foreign corporation related to the Borrowers (within the meaning of Section 864(d)(4) of the Code), and such Non-U.S. Lender agrees that it shall promptly notify the Agent in the event any representation in such certificate is no longer accurate. (b) In the event that Withholding taxes may be imposed under the laws of any Pertinent Jurisdiction (other than the United States or any political subdivision or taxing jurisdiction thereof or therein) in respect of payments on the Loan or other amounts due under this Agreement and if certain documentation provided by a Lender could reduce or eliminate such Withholding taxes under the laws of such Pertinent Jurisdiction or any treaty to which the Pertinent Jurisdiction is a party, then, upon written request by the Borrowers, a Lender that is entitled to an exemption from, or reduction in the amount of, such Withholding tax shall deliver to the Borrowers (with a copy to the Agent), at the time or times prescribed by applicable law or promptly after receipt of Borrowers’ request, whichever is later, such properly completed and executed documentation requested by the Borrowers, if any, as will permit such payments to be made without withholding or at a reduced rate of withholding; provided that such Lender is legally entitled to complete, execute and deliver such documentation and in such Lender’s reasonable judgment such completion, execution or delivery would not materially prejudice the legal or commercial position of such Lender. Notwithstanding the foregoing, nothing in Clause 23.7 shall require a Lender to disclose any confidential information (including, without limitation, its tax returns or its calculations). (c) Each Lender shall deliver such forms as provided in this Clause 23.7 within 20 days after receipt of a written request therefor from the Agent or Borrowers. (d) Notwithstanding any other provision of this Clause 23.7, a Lender shall not be required to deliver any form pursuant to this Clause 23.7 that such Lender is not legally entitled to deliver.

Delivery of Tax Forms. (ai) Upon the reasonable request of the BorrowersBorrower, each Lender or transferee that is organized under the laws of a jurisdiction outside the United States (a “Non-U.S. Lender”) shall deliver to the Agent and the Borrowers Borrower two properly completed and duly executed copies of either U.S. Internal Revenue Service Form W-0XXXX-0XXX, X-0XXX or W-8IMY or, upon request of the Borrowers Borrower or the Agent, any subsequent versions thereof or successors thereto, in each case claiming such reduced rate (which may be zero) of U.S. Federal withholding tax under Sections 1441 and 1442 of the Code with respect to payments of interest hereunder as such Non-U.S. Lender may properly claim. . (j) In addition, in the case of a Non-U.S. Lender claiming exemption from U.S. Federal withholding tax under Section 871(h) or 881(c) of the Code, such Non-U.S. Lender shall, when so requested by the Borrowers Borrower provide to the Agent and the Borrowers Borrower to in addition to the W-8BEN required under Section 23.7(a23.6(a) a certificate representing that such Non-U.S. Lender is not a bank for purposes of Section 881(c) of the Code, is not a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Borrowers Borrower and is not a controlled foreign corporation related to the Borrowers Borrower (within the meaning of Section 864(d)(4) of the Code), and such Non-U.S. Lender agrees that it shall promptly notify the Agent in the event any representation in such certificate is no longer accurate. (b) In the event that Withholding taxes may be imposed under the laws of any Pertinent Jurisdiction (other than the United States or any political subdivision or taxing jurisdiction thereof or therein) in respect of payments on the Loan or other amounts due under this Agreement and if certain documentation provided by a Lender could reduce or eliminate such Withholding taxes under the laws of such Pertinent Jurisdiction or any treaty to which the Pertinent Jurisdiction is a party, then, upon written request by the Borrowers, a Lender that is entitled to an exemption from, or reduction in the amount of, such Withholding tax shall deliver to the Borrowers (with a copy to the Agent), at the time or times prescribed by applicable law or promptly after receipt of Borrowers’ request, whichever is later, such properly completed and executed documentation requested by the Borrowers, if any, as will permit such payments to be made without withholding or at a reduced rate of withholding; provided that such Lender is legally entitled to complete, execute and deliver such documentation and in such Lender’s reasonable judgment such completion, execution or delivery would not materially prejudice the legal or commercial position of such Lender. Notwithstanding the foregoing, nothing in Clause 23.7 shall require a Lender to disclose any confidential information (including, without limitation, its tax returns or its calculations). (ck) Each Non-U.S. Lender shall deliver such forms as provided in this Clause 23.7 within 20 days after receipt of a written request therefor from the Agent or BorrowersBorrower. (dl) Notwithstanding any other provision of this Clause 23.723.6, a Non-U.S. Lender shall not be required to deliver any form pursuant to this Clause 23.7 23.6 that such Non-U.S. Lender is not legally entitled to deliver.

Delivery of Tax Forms. (a) Upon the reasonable written request of the BorrowersBorrower, each Lender or transferee that is organized under the laws of a jurisdiction outside the United States (a “"Non-U.S. Lender”") shall deliver to the Administrative Agent and the Borrowers Borrower two properly completed and duly executed copies of either U.S. Internal Revenue Service (as applicable) IRS Form W-0XXXW-8BEN-E, X-0XXX W-8ECI or W-8IMY or, upon written request of the Borrowers Borrower or the Administrative Agent, any subsequent versions thereof or successors thereto, in each case claiming such reduced rate (which may be zero) of U.S. Federal withholding tax under Sections 1441 and 1442 of the Code with respect to payments of interest hereunder as such Non-U.S. Lender may properly claim. In addition, in the case of a Non-U.S. Lender claiming exemption from U.S. Federal withholding tax under Section 871(h) or 881(c) of the Code, such Non-U.S. Lender shall, when so requested in writing by the Borrowers Borrower provide to the Administrative Agent and the Borrowers Borrower in addition to the W-8BEN IRS Form W-8BEN-E required under Section 23.7(a) above a certificate representing that such Non-U.S. Lender is not a bank for purposes of Section 881(c) of the Code, is not a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Borrowers Borrower and is not a controlled foreign corporation related to the Borrowers Borrower (within the meaning of Section 864(d)(4) of the Code), and such Non-U.S. Lender agrees that it shall promptly notify the Administrative Agent in the event any representation in such certificate is no longer accurate. (b) In the event that Withholding taxes may be imposed under the laws of any Pertinent Jurisdiction (other than the United States or any political subdivision or taxing jurisdiction thereof or therein) in respect of payments on the Loan or other amounts due under this Agreement and if certain documentation provided by a Lender could reduce or eliminate such Withholding taxes under the laws of such Pertinent Jurisdiction or any treaty to which the Pertinent Jurisdiction is a party, then, upon written request by the Borrowersan Obligor, a Lender that is entitled to an exemption from, or reduction in the amount of, such Withholding tax shall deliver to the Borrowers such Obligor (with a copy to the Administrative Agent), at the time or times prescribed by applicable law or promptly after receipt of Borrowers’ the Obligor's request, whichever is later, such properly completed and executed documentation requested by the BorrowersObligor, if any, as will permit such payments to be made without withholding or at a reduced rate of withholding; provided that such Lender is legally entitled to complete, execute and deliver such documentation and in such Lender’s 's reasonable judgment such completion, execution or delivery would not materially prejudice the legal or commercial position of such Lender. Notwithstanding the foregoing, nothing in Clause 23.7 shall require a Lender to disclose any confidential information (including, without limitation, its tax returns or its calculations). (c) Each Lender shall deliver such forms as provided required in this Clause 23.7 12.7 within 20 twenty (20) days after receipt of a written request therefor from the Administrative Agent or Borrowersthe Obligor. (d) Notwithstanding any other provision of this Clause 23.712.7, a Lender shall not be required to deliver any form pursuant to this Clause 23.7 12.7 that such Lender is not legally entitled to deliver.

Delivery of Tax Forms. (a) Upon the reasonable request of the BorrowersBorrower, each Lender or transferee that is organized under the laws of a jurisdiction outside the United States (a “Non-U.S. Lender”) shall deliver to the Agent and the Borrowers Borrower two properly completed and duly executed copies of either U.S. Internal Revenue Service (as applicable) IRS Form W-0XXXW-8BEN, X-0XXX W-8ECI or W-8IMY or, upon request of the Borrowers Borrower or the Agent, any subsequent versions thereof or successors thereto, in each case claiming such reduced rate (which may be zero) of U.S. Federal withholding tax under Sections 1441 and 1442 of the Code with respect to payments of interest hereunder as such Non-U.S. Lender may properly claim. In addition, in the case of a Non-U.S. Lender claiming exemption from U.S. Federal withholding tax under Section 871(h) or 881(c) of the Code, such Non-U.S. Lender shall, when so requested by the Borrowers Borrower provide to the Agent and the Borrowers Borrower in addition to the W-8BEN required under Section 23.7(a) above a certificate representing that such Non-U.S. Lender is not a bank for purposes of Section 881(c) of the Code, is not a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Borrowers Borrower and is not a controlled foreign corporation related to the Borrowers Borrower (within the meaning of Section 864(d)(4) of the Code), and such Non-U.S. Lender agrees that it shall promptly notify the Agent in the event any representation in such certificate is no longer accurate. (b) In the event that Withholding taxes may be imposed under the laws of any Pertinent Jurisdiction (other than the United States or any political subdivision or taxing jurisdiction thereof or therein) in respect of payments on the Loan or other amounts due under this Agreement and if certain documentation provided by a Lender could reduce or eliminate such Withholding taxes under the laws of such Pertinent Jurisdiction or any treaty to which the Pertinent Jurisdiction is a party, then, upon written request by the BorrowersBorrower, a Lender that is entitled to an exemption from, or reduction in the amount of, such Withholding tax shall deliver to the Borrowers Borrower (with a copy to the Agent), at the time or times prescribed by applicable law or promptly after receipt of Borrowers’ Xxxxxxxx’s request, whichever is later, such properly completed and executed documentation requested by the BorrowersBorrower, if any, as will permit such payments to be made without withholding or at a reduced rate of withholding; provided that such Lender is legally entitled to complete, execute and deliver such documentation and in such LenderXxxxxx’s reasonable judgment such completion, execution or delivery would not materially prejudice the legal or commercial position of such Lender. Notwithstanding the foregoing, nothing in Clause 23.7 shall require a Lender to disclose any confidential information (including, without limitation, its tax returns or its calculations). (c) Each Lender shall deliver such forms as provided required in this Clause 23.7 within 20 twenty (20) days after receipt of a written request therefor from the Agent or BorrowersBorrower. (d) Notwithstanding any other provision of this Clause 23.7, a Lender shall not be required to deliver any form pursuant to this Clause 23.7 that such Lender is not legally entitled to deliver.

Delivery of Tax Forms. (a) Upon the reasonable request of the Borrowers, each Lender or transferee that is organized under the laws of a jurisdiction outside the United States (a “Non-U.S. Lender”) shall deliver to the Agent and the Borrowers two properly completed and duly executed copies of either U.S. Internal Revenue Service (as applicable) IRS Form W-0XXXW-8BEN, X-0XXX W-8ECI or W-8IMY or, upon request of the Borrowers or the Agent, any subsequent versions thereof or successors thereto, in each case claiming such reduced rate (which may be zero) of U.S. Federal withholding tax under Sections 1441 and 1442 of the Code with respect to payments of interest hereunder as such Non-U.S. Lender may properly claim. In addition, in the case of a Non-U.S. Lender claiming exemption from U.S. Federal withholding tax under Section 871(h) or 881(c) of the Code, such Non-U.S. Lender shall, when so requested by the Borrowers provide to the Agent and the Borrowers in addition to the W-8BEN required under Section 23.7(a) above a certificate representing that such Non-U.S. Lender is not a bank for purposes of Section 881(c) of the Code, is not a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Borrowers and is not a controlled foreign corporation related to the Borrowers (within the meaning of Section 864(d)(4) of the Code), and such Non-U.S. Lender agrees that it shall promptly notify the Agent in the event any representation in such certificate is no longer accurate. (b) In the event that Withholding taxes may be imposed under the laws of any Pertinent Jurisdiction (other than the United States or any political subdivision or taxing jurisdiction thereof or therein) in respect of payments on the Loan or other amounts due under this Agreement and if certain documentation provided by a Lender could reduce or eliminate such Withholding taxes under the laws of such Pertinent Jurisdiction or any treaty to which the Pertinent Jurisdiction is a party, then, upon written request by the BorrowersGuarantor, a Lender that is entitled to an exemption from, or reduction in the amount of, such Withholding tax shall deliver to the Borrowers Guarantor (with a copy to the Agent), at the time or times prescribed by applicable law or promptly after receipt of Borrowers’ the Guarantor’s request, whichever is later, such properly completed and executed documentation requested by the BorrowersGuarantor, if any, as will permit such payments to be made without withholding or at a reduced rate of withholding; provided that such Lender is legally entitled to complete, execute and deliver such documentation and in such Lender’s reasonable judgment such completion, execution or delivery would not materially prejudice the legal or commercial position of such Lender. Notwithstanding the foregoing, nothing in Clause 23.7 shall require a Lender to disclose any confidential information (including, without limitation, its tax returns or its calculations). (c) Each Lender shall deliver such forms as provided required in this Clause 23.7 within 20 twenty (20) days after receipt of a written request therefor from the Agent or BorrowersGuarantor. (d) Notwithstanding any other provision of this Clause 23.7, a Lender shall not be required to deliver any form pursuant to this Clause 23.7 that such Lender is not legally entitled to deliver.

Delivery of Tax Forms. (a) Upon the reasonable request of the Borrowers, each Lender or transferee that is organized under the laws of a jurisdiction outside the United States (a “Non-U.S. Lender”) shall deliver to the Agent and the Borrowers two properly completed and duly executed copies of either U.S. Internal Revenue Service Form W-0XXXW-8BEN, X-0XXX W-8ECI or W-8IMY or, upon request of the Borrowers or the Agent, any subsequent versions thereof or successors thereto, in each case claiming such reduced rate (which may be zero) of U.S. Federal withholding tax under Sections 1441 and 1442 of the Code with respect to payments of interest hereunder as such Non-U.S. Lender may properly claim. . (b) In addition, in the case of a Non-U.S. Lender claiming exemption from U.S. Federal withholding tax under Section 871(h) or 881(c) of the Code, such Non-U.S. Lender shall, when so requested by the Borrowers provide to the Agent and the Borrowers to in addition to the W-8BEN required under Section 23.7(a23.6(a) a certificate representing that such Non-U.S. Lender is not a bank for purposes of Section 881(c) of the Code, is not a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Borrowers and is not a controlled foreign corporation related to the Borrowers (within the meaning of Section 864(d)(4) of the Code), and such Non-U.S. Lender agrees that it shall promptly notify the Agent in the event any representation in such certificate is no longer accurate. (b) In the event that Withholding taxes may be imposed under the laws of any Pertinent Jurisdiction (other than the United States or any political subdivision or taxing jurisdiction thereof or therein) in respect of payments on the Loan or other amounts due under this Agreement and if certain documentation provided by a Lender could reduce or eliminate such Withholding taxes under the laws of such Pertinent Jurisdiction or any treaty to which the Pertinent Jurisdiction is a party, then, upon written request by the Borrowers, a Lender that is entitled to an exemption from, or reduction in the amount of, such Withholding tax shall deliver to the Borrowers (with a copy to the Agent), at the time or times prescribed by applicable law or promptly after receipt of Borrowers’ request, whichever is later, such properly completed and executed documentation requested by the Borrowers, if any, as will permit such payments to be made without withholding or at a reduced rate of withholding; provided that such Lender is legally entitled to complete, execute and deliver such documentation and in such Lender’s reasonable judgment such completion, execution or delivery would not materially prejudice the legal or commercial position of such Lender. Notwithstanding the foregoing, nothing in Clause 23.7 shall require a Lender to disclose any confidential information (including, without limitation, its tax returns or its calculations). (c) Each Non-U.S. Lender shall deliver such forms as provided in this Clause 23.7 within 20 days after receipt of a written request therefor from the Agent or Borrowers. (d) Notwithstanding any other provision of this Clause 23.723.6, a Non-U.S. Lender shall not be required to deliver any form pursuant to this Clause 23.7 that such Non-U.S. Lender is not legally entitled to deliver.

Delivery of Tax Forms. (a) Upon the reasonable request of the BorrowersBorrower, each Lender or transferee that is organized under the laws of a jurisdiction outside the United States (a “Non-U.S. Lender”) shall deliver to the Agent and the Borrowers Borrower two properly completed and duly executed copies of either U.S. Internal Revenue Service (as applicable) IRS Form W-0XXXW-8BEN, X-0XXX W-8ECI or W-8IMY or, upon request of the Borrowers Borrower or the Agent, any subsequent versions thereof or successors thereto, in each case claiming such reduced rate (which may be zero) of U.S. Federal withholding tax under Sections 1441 and 1442 of the Code with respect to payments of interest hereunder as such Non-U.S. Lender may properly claim. In addition, in the case of a Non-U.S. Lender claiming exemption from U.S. Federal withholding tax under Section 871(h) or 881(c) of the Code, such Non-U.S. Lender shall, when so requested by the Borrowers Borrower provide to the Agent and the Borrowers Borrower in addition to the W-8BEN required under Section 23.7(a) above a certificate representing that such Non-U.S. Lender is not a bank for purposes of Section 881(c) of the Code, is not a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Borrowers Borrower and is not a controlled foreign corporation related to the Borrowers Borrower (within the meaning of Section 864(d)(4) of the Code), and such Non-U.S. Lender agrees that it shall promptly notify the Agent in the event any representation in such certificate is no longer accurate. (b) In the event that Withholding taxes may be imposed under the laws of any Pertinent Jurisdiction (other than the United States or any political subdivision or taxing jurisdiction thereof or therein) in respect of payments on the Loan or other amounts due under this Agreement and if certain documentation provided by a Lender could reduce or eliminate such Withholding taxes under the laws of such Pertinent Jurisdiction or any treaty to which the Pertinent Jurisdiction is a party, then, upon written request by the BorrowersBorrower, a Lender that is entitled to an exemption from, or reduction in the amount of, such Withholding tax shall deliver to the Borrowers Borrower (with a copy to the Agent), at the time or times prescribed by applicable law or promptly after receipt of Borrowers’ Borrower’s request, whichever is later, such properly completed and executed documentation requested by the BorrowersBorrower, if any, as will permit such payments to be made without withholding or at a reduced rate of withholding; provided that such Lender is legally entitled to complete, execute and deliver such documentation and in such Lender’s reasonable judgment such completion, execution or delivery would not materially prejudice the legal or commercial position of such Lender. Notwithstanding the foregoing, nothing in Clause 23.7 shall require a Lender to disclose any confidential information (including, without limitation, its tax returns or its calculations). (c) Each Lender shall deliver such forms as provided required in this Clause 23.7 within 20 twenty (20) days after receipt of a written request therefor from the Agent or BorrowersBorrower. (d) Notwithstanding any other provision of this Clause 23.7, a Lender shall not be required to deliver any form pursuant to this Clause 23.7 that such Lender is not legally entitled to deliver.

Delivery of Tax Forms. (a) Upon the reasonable request of the BorrowersBorrower, each Lender or transferee that is organized under the laws of a jurisdiction outside the United States (a “Non-U.S. Lender”) shall deliver to the Agent and the Borrowers Borrower two properly completed and duly executed copies of either U.S. Internal Revenue Service Form W-0XXXW-8BEN, X-0XXX W-8ECI or W-8IMY or, upon request of the Borrowers Borrower or the Agent, any subsequent versions thereof or successors thereto, in each case claiming such reduced rate (which may be zero) of U.S. Federal withholding tax under Sections 1441 and 1442 of the Code with respect to payments of interest hereunder as such Non-U.S. Lender may properly claim. . (b) In addition, in the case of a Non-U.S. Lender claiming exemption from U.S. Federal withholding tax under Section 871(h) or 881(c) of the Code, such Non-U.S. Lender shall, when so requested by the Borrowers Borrower provide to the Agent and the Borrowers Borrower to in addition to the W-8BEN required under Section 23.7(a23.6(a) a certificate representing that such Non-U.S. Lender is not a bank for purposes of Section 881(c) of the Code, is not a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Borrowers Borrower and is not a controlled foreign corporation related to the Borrowers Borrower (within the meaning of Section 864(d)(4) of the Code), and such Non-U.S. Lender agrees that it shall promptly notify the Agent in the event any representation in such certificate is no longer accurate. (b) In the event that Withholding taxes may be imposed under the laws of any Pertinent Jurisdiction (other than the United States or any political subdivision or taxing jurisdiction thereof or therein) in respect of payments on the Loan or other amounts due under this Agreement and if certain documentation provided by a Lender could reduce or eliminate such Withholding taxes under the laws of such Pertinent Jurisdiction or any treaty to which the Pertinent Jurisdiction is a party, then, upon written request by the Borrowers, a Lender that is entitled to an exemption from, or reduction in the amount of, such Withholding tax shall deliver to the Borrowers (with a copy to the Agent), at the time or times prescribed by applicable law or promptly after receipt of Borrowers’ request, whichever is later, such properly completed and executed documentation requested by the Borrowers, if any, as will permit such payments to be made without withholding or at a reduced rate of withholding; provided that such Lender is legally entitled to complete, execute and deliver such documentation and in such Lender’s reasonable judgment such completion, execution or delivery would not materially prejudice the legal or commercial position of such Lender. Notwithstanding the foregoing, nothing in Clause 23.7 shall require a Lender to disclose any confidential information (including, without limitation, its tax returns or its calculations). (c) Each Non-U.S. Lender shall deliver such forms as provided in this Clause 23.7 within 20 days after receipt of a written request therefor from the Agent or BorrowersBorrower. (d) Notwithstanding any other provision of this Clause 23.723.6, a Non-U.S. Lender shall not be required to deliver any form pursuant to this Clause 23.7 23.6 that such Non-U.S. Lender is not legally entitled to deliver.

Delivery of Tax Forms. (a) Upon the reasonable written request of the BorrowersBorrower, each Lender or transferee that is organized under the laws of a jurisdiction outside the United States (a “Non-U.S. Lender”) shall deliver to the Administrative Agent and the Borrowers Borrower two properly completed and duly executed copies of either U.S. Internal Revenue Service (as applicable) IRS Form W-0XXXW-8BEN-E, X-0XXX W-8ECI or W-8IMY or, upon written request of the Borrowers Borrower or the Administrative Agent, any subsequent versions thereof or successors thereto, in each case claiming such reduced rate (which may be zero) of U.S. Federal withholding tax under Sections 1441 and 1442 of the Code with respect to payments of interest hereunder as such Non-U.S. Lender may properly claim. In addition, in the case of a Non-U.S. Lender claiming exemption from U.S. Federal withholding tax under Section 871(h) or 881(c) of the Code, such Non-U.S. Lender shall, when so requested in writing by the Borrowers Borrower provide to the Administrative Agent and the Borrowers Borrower in addition to the W-8BEN IRS Form W-8BEN-E required under Section 23.7(a) above a certificate representing that such Non-U.S. Lender is not a bank for purposes of Section 881(c) of the Code, is not a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Borrowers Borrower and is not a controlled foreign corporation related to the Borrowers Borrower (within the meaning of Section 864(d)(4) of the Code), and such Non-U.S. Lender agrees that it shall promptly notify the Administrative Agent in the event any representation in such certificate is no longer accurate. (b) In the event that Withholding taxes may be imposed under the laws of any Pertinent Jurisdiction (other than the United States or any political subdivision or taxing jurisdiction thereof or therein) in respect of payments on the Loan or other amounts due under this Agreement and if certain documentation provided by a Lender could reduce or eliminate such Withholding taxes under the laws of such Pertinent Jurisdiction or any treaty to which the Pertinent Jurisdiction is a party, then, upon written request by the Borrowersan Obligor, a Lender that is entitled to an exemption from, or reduction in the amount of, such Withholding tax shall deliver to the Borrowers such Obligor (with a copy to the Administrative Agent), at the time or times prescribed by applicable law or promptly after receipt of Borrowers’ the Obligor’s request, whichever is later, such properly completed and executed documentation requested by the BorrowersObligor, if any, as will permit such payments to be made without withholding or at a reduced rate of withholding; provided that such Lender is legally entitled to complete, execute and deliver such documentation and in such Lender’s reasonable judgment such completion, execution or delivery would not materially prejudice the legal or commercial position of such Lender. Notwithstanding the foregoing, nothing in Clause 23.7 shall require a Lender to disclose any confidential information (including, without limitation, its tax returns or its calculations). (c) Each Lender shall deliver such forms as provided required in this Clause 23.7 12.7 within 20 twenty (20) days after receipt of a written request therefor from the Administrative Agent or Borrowersthe Obligor. (d) Notwithstanding any other provision of this Clause 23.712.7, a Lender shall not be required to deliver any form pursuant to this Clause 23.7 12.7 that such Lender is not legally entitled to deliver.