Common use of Non-U Clause in Contracts

Non-U. S. Recipient”) shall deliver to Borrower Representative and Agent (or any Participating Lender in case the Non-U.S. Recipient is a Participant) on or prior to the date on which such Non-U.S. Recipient becomes a party to this Agreement or a Participant (and from time to time thereafter upon the reasonable request of Borrower Representative or Agent (or Participating Lender, as applicable) but only if such Non-U.S. Recipient is legally eligible to do so), two executed originals of whichever of the following is applicable: (A) Internal Revenue Service Form W‑8BEN or Internal Revenue Service Form W-8BEN-E, as applicable, claiming eligibility for benefits of an income tax treaty to which the United States is a party; (B) Internal Revenue Service Form W‑8ECI; (C) Internal Revenue Service Form W‑8IMY and all required supporting documentation; provided that if the Lender is a partnership (and not a Participating Lender) and one or more of its partners are claiming the exemption for portfolio interest under section 881(c) of the Code, such Lender may provide the certificate described in clause (D) on behalf of such partners; (D) in the case of each Non-U.S. Recipient claiming the benefits of the exemption for portfolio interest under section 881(c) of the Code, (x) a certificate to the effect that such Non-U.S. Recipient (and, in the case of a Non-U.S. Recipient that is a partnership, each of its partners or members that are claiming the portfolio interest exemption (“Applicable Partners/Members”)) is not (1) a “bank” within the meaning of section 881(c)(3)(A) of the Code, (2) a “10 percent shareholder” of 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 and that no payment made in connection with any Loan Document is effectively connected with such Lender’s (and, in the case of a Non-U.S. Recipient that is a partnership, each of its Applicable Partner’s/Member’s) conduct of a U.S. trade or business and (y) Internal Revenue Service Form W-8BEN or Internal Revenue Service Form W-8BEN-E, as applicable; and/or (E) executed originals of any other form prescribed by applicable law (including FATCA) as a basis for claiming exemption from or a reduction in United States federal withholding tax together with such supplementary documentation as may be prescribed by applicable law to permit Borrower Representative or Agent (or the Participating Lender, as applicable) to determine the withholding or deduction required to be made. Each Non-U.S. Recipient shall promptly notify Borrower Representative and Agent (or the Participating Lender, as applicable) if any documentation previously provided expires or becomes invalid, inaccurate or obsolete and promptly provide any applicable updated documentation or promptly notify the Borrower Representative and Agent of such Recipient’s legal ineligibility to do so.

Non-U. S. Recipient”) ), it shall deliver to Borrower Representative (and Agent (or any Participating Lender in case the Non-U.S. Recipient is a Participant) on or prior to the date on which such Non-U.S. Recipient Person becomes a party to this Agreement or a Participant (and from time to time thereafter upon the reasonable request of Borrower Representative or Agent (or Participating Lender, as applicable) Lender granting the participation but only if such Non-U.S. Recipient is legally eligible entitled to do so), two executed originals of whichever of the following is applicable: (AI) Internal Revenue Service Form W‑8BEN or executed originals of Internal Revenue Service Form W-8BEN-E, as applicable, E or successor form claiming eligibility for benefits of an income tax treaty to which the United States is a party; (BII) executed originals of Internal Revenue Service Form W‑8ECIW-8ECI; (CIII) executed originals of Internal Revenue Service Form W‑8IMY W-8IMY and all required supporting documentation; provided that if the Lender is a partnership (and not a Participating LenderIV) and one or more of its partners are claiming the exemption for portfolio interest under section 881(c) of the Code, such Lender may provide the certificate described in clause (D) on behalf of such partners; (D) in the case of each Non-U.S. Recipient claiming the benefits of the exemption for portfolio interest under section 881(c) of the Code, Code shall provide (x) a certificate to the effect that such Non-U.S. Recipient (and, in the case of a Non-U.S. Recipient that is a partnership, each of its partners or members that are claiming the portfolio interest exemption (“Applicable Partners/Members”)) is not (1A) a “bank” within the meaning of section 881(c)(3)(A) of the Code, (2B) a “10 percent shareholder” of Borrowers Borrower within the meaning of section 881(c)(3)(B) of the Code, or (3C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Code and that no payment made in connection with any Loan Document is effectively connected with such Lender’s (and, in the case of a Non-U.S. Recipient that is a partnership, each of its Applicable Partner’s/Member’s) conduct of a U.S. trade or business and (y) Internal Revenue Service Form W-8BEN or executed originals of Internal Revenue Service Form W-8BEN-E, as applicable; and/or (EV) executed originals of any other form prescribed by applicable law (including FATCA) as a basis for claiming exemption from or a reduction in United States federal Federal withholding tax together with such supplementary documentation as may be prescribed by applicable law to permit Borrower Representative or Agent (or the Participating Lender, as applicable) Lender granting a participation to determine the withholding or deduction required to be made. Each Non-U.S. Recipient shall promptly notify Borrower Representative and Agent (or any Lender granting a participation if the Participating Lender, as applicableNon-U.S. Recipient is a Participant) if of any documentation previously provided expires change in circumstances which would modify or becomes invalid, inaccurate render invalid any claimed exemption or obsolete and promptly provide any applicable updated documentation or promptly notify the Borrower Representative and Agent of such Recipient’s legal ineligibility to do soreduction.

Non-U. S. Recipient”) shall deliver to Borrower Representative Borrowers (and Agent (or any Participating such Lender granting a participation in case the Non-U.S. Recipient is a Participant) on or prior to the date on which such Non-U.S. Recipient becomes a party to lender (or such Participant is granted a participation) under this Agreement or a Participant (and from time to time thereafter upon the reasonable request of Borrower Representative Borrowers or Agent (or Participating Lender, as applicable) such Lender granting such participation but only if such Non-U.S. Recipient is legally eligible entitled to do so), two executed originals of whichever of the following is applicable: (A) executed copies of Internal Revenue Service Form W‑8BEN W-8BEN (or Internal Revenue Service any successor form) or Form W-8BEN-E, as applicable, E (or any successor form) claiming eligibility for benefits of an income tax treaty to which the United States is a party; (B) executed copies of Internal Revenue Service Form W‑8ECIW-8ECI (or any successor form); (C) to the extent a Non-U.S. Recipient is not the beneficial owner, executed copies of Internal Revenue Service Form W‑8IMY W-8IMY (or any successor form) and all required supporting documentation; provided that if the Lender is a partnership (and not a Participating Lender) and one or more of its partners are claiming the exemption for portfolio interest under section 881(c) of the Code, such Lender may provide the certificate described in clause (D) on behalf of such partners; (D) in the case of each Non-U.S. Recipient claiming the benefits of the exemption for portfolio interest under section 881(c) of the Code, shall provide (x) a certificate to the effect that such Non-U.S. Recipient (and, in the case of a Non-U.S. Recipient that is a partnership, each of its partners or members that are claiming the portfolio interest exemption (“Applicable Partners/Members”)) is not (1I) a “bank” within the meaning of section 881(c)(3)(A) of the Code, (2II) a “10 percent shareholder” of the Borrowers within the meaning of section 881(c)(3)(B) of the Code, or (3III) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Code and that no payment made in connection with any Loan Document is effectively connected with such Lender’s (and, in the case of a Non-U.S. Recipient that is a partnership, each of its Applicable Partner’s/Member’s) conduct of a U.S. trade or business and (y) executed copies of Internal Revenue Service Form W-8BEN (or Internal Revenue Service any successor form) or Form W-8BEN-E, as applicableE (or any successor form); and/or (E) executed originals copies of any other form prescribed by applicable law (including FATCA) as a basis for claiming exemption from or a reduction in United States federal Federal withholding tax together with such supplementary documentation as may be prescribed by applicable law to permit Borrower Representative Borrowers or Agent (or the Participating Lenderany Lender granting a participation, as applicable) to determine the withholding or deduction required to be made. Each Non-U.S. Recipient shall promptly notify Borrower Representative and Agent (or the Participating Lender, as applicable) if any documentation previously provided expires or becomes invalid, inaccurate or obsolete and promptly provide any applicable updated documentation or promptly notify the Borrower Representative and Agent of such Recipient’s legal ineligibility to do so.;

Non-U. S. Recipient”) shall deliver to Borrower Representative Borrowers (and Agent (or any Participating Lender granting a participation in case the Non-U.S. Recipient is a Participant) and Lender on or prior to the date on which such Non-U.S. Recipient Person becomes a party to this Agreement or a Participant (and from time to time thereafter upon the reasonable request of Borrower Representative Borrowers or Agent (or Participating Lender, as applicable) Lender granting the participation but only if such Non-U.S. Recipient is legally eligible entitled to do so), two executed originals of whichever of the following is applicable: (A) executed originals of Internal Revenue Service Form W‑8BEN or Internal Revenue Service Form W-8BEN-E, as applicable, W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States is a party; (B) executed originals of Internal Revenue Service Form W‑8ECIW-8ECI; (C) executed originals of Internal Revenue Service Form W‑8IMY W-8IMY and all required supporting documentation; provided that if the Lender is a partnership (and not a Participating Lender) and one or more of its partners are claiming the exemption for portfolio interest under section 881(c) of the Code, such Lender may provide the certificate described in clause (D) on behalf of such partners; (D) in the case of each Non-U.S. Recipient claiming the benefits of the exemption for portfolio interest under section 881(c) of the Code, shall provide (x) a certificate to the effect that such Non-U.S. Recipient (and, in the case of a Non-U.S. Recipient that is a partnership, each of its partners or members that are claiming the portfolio interest exemption (“Applicable Partners/Members”)) is not (1I) a “bank” within the meaning of section 881(c)(3)(A) of the Code, (2II) a “10 percent shareholder” of Borrowers a Borrower within the meaning of section 881(c)(3)(B) of the Code, or (3III) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Code and that no payment made in connection with any Loan Document is effectively connected with such Lender’s (and, in the case of a Non-U.S. Recipient that is a partnership, each of its Applicable Partner’s/Member’s) conduct of a U.S. trade or business and (y) Internal Revenue Service Form W-8BEN or executed originals of Internal Revenue Service Form W-8BEN-E, as applicable; and/or (E) executed originals of any other form prescribed by applicable law (including FATCA) as a basis for claiming exemption from or a reduction in United States federal Federal withholding tax together with such supplementary documentation as may be prescribed by applicable law to permit Borrower Representative Borrowers or Agent (or the Participating Lenderany Lender granting a participation, as applicable) to determine the withholding or deduction required to be made. Each Non-U.S. Recipient shall promptly notify Borrower Representative and Agent Borrowers (or any Lender granting a participation if the Participating Lender, as applicableNon-U.S. Recipient is a Participant) if of any documentation previously provided expires change in circumstances which would modify or becomes invalid, inaccurate render invalid any claimed exemption or obsolete and promptly provide any applicable updated documentation or promptly notify the Borrower Representative and Agent of such Recipient’s legal ineligibility to do soreduction.

Non-U. S. Recipient”) shall deliver to Borrower Representative Borrowers (and Agent (or any Participating Lender granting a participation in case the Non-U.S. Recipient is a Participant) on or prior to the date on which such Non-U.S. Recipient becomes a party to lender (or such Participant is granted a participation) under this Agreement or a Participant (and from time to time thereafter upon the reasonable request of Borrower Representative Borrowers or Agent (or Participating Lender, as applicable) Lender granting such participation but only if such Non-U.S. Recipient is legally eligible entitled to do so), two executed originals of whichever of the following is applicable: (A) executed copies of Internal Revenue Service Form W‑8BEN W-8BEN (or Internal Revenue Service any successor form) or Form W-8BEN-E, as applicable, E (or any successor form) claiming eligibility for benefits of an income tax treaty to which the United States is a party; (B) executed copies of Internal Revenue Service Form W‑8ECIW-8ECI (or any successor form); (C) to the extent a Non-U.S. Recipient is not the beneficial owner, executed copies of Internal Revenue Service Form W‑8IMY W-8IMY (or any successor form) and all required supporting documentation; provided that if the Lender is a partnership (and not a Participating Lender) and one or more of its partners are claiming the exemption for portfolio interest under section 881(c) of the Code, such Lender may provide the certificate described in clause (D) on behalf of such partners; (D) in the case of each Non-U.S. Recipient claiming the benefits of the exemption for portfolio interest under section 881(c) of the Code, shall provide (x) a certificate to the effect that such Non-U.S. Recipient (and, in the case of a Non-U.S. Recipient that is a partnership, each of its partners or members that are claiming the portfolio interest exemption (“Applicable Partners/Members”)) is not (1I) a “bank” within the meaning of section 881(c)(3)(A) of the Code, (2II) a “10 percent shareholder” of the Borrowers within the meaning of section 881(c)(3)(B) of the Code, or (3III) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Code and that no payment made in connection with any Loan Document is effectively connected with such Lender’s (and, in the case of a Non-U.S. Recipient that is a partnership, each of its Applicable Partner’s/Member’s) conduct of a U.S. trade or business and (y) executed copies of Internal Revenue Service Form W-8BEN (or Internal Revenue Service any successor form) or Form W-8BEN-E, as applicableE (or any successor form); and/or (E) executed originals copies of any other form prescribed by applicable law (including FATCA) as a basis for claiming exemption from or a reduction in United States federal Federal withholding tax together with such supplementary documentation as may be prescribed by applicable law to permit Borrower Representative Borrowers or Agent (or the Participating LenderLender granting a participation, as applicable) to determine the withholding or deduction required to be made. Each Non-U.S. Recipient shall promptly notify Borrower Representative and Agent (or the Participating Lender, as applicable) if any documentation previously provided expires or becomes invalid, inaccurate or obsolete and promptly provide any applicable updated documentation or promptly notify the Borrower Representative and Agent of such Recipient’s legal ineligibility to do so.;