Common use of Non-U Clause in Contracts

Non-U. S. Payee”) shall deliver to the Borrower and the Administrative Agent two copies of either United States Internal Revenue Service Form W-8BEN or Form W-8ECI, or applicable successor forms, properly completed and duly executed by such Non-U.S. Payee claiming complete exemption from, or reduced rate of, United States Federal withholding tax on payments by the Borrower under this Agreement. Such forms shall be delivered by each Non-U.S. Payee on or before the date it becomes a party to this Agreement (or, in the case of any Lender that becomes a party to this Agreement pursuant to an Assignment and Acceptance (a “Transferee”), on or prior to the effective date of such Assignment and Acceptance) and on or before the date, if any, such Non-U.S. Payee changes its Applicable Lending Office by designating a different lending office (a “New Lending Office”). In addition, each Non-U.S. Payee shall deliver such forms promptly upon the obsolescence or invalidity of any form previously delivered by such Non-U.S. Payee. Notwithstanding any other provision of this Section 2.16(f), a Non-U.S. Payee shall not be required to deliver any form pursuant to this Section 2.16(f) that such Non-U.S. Payee is not legally able to deliver.

Non-U. S. Payee”Lender") shall deliver to the Borrower and the Administrative Agent (and, in the case of a Participant, to the Lender from which the related participation shall have been purchased) two duly completed copies of either United States U.S. Internal Revenue Service Form W-8BEN or Form W-8ECI, or, in the case of a Non-U.S. Lender claiming exemption from U.S. federal withholding tax under Section 871(h) or applicable successor forms881(c) of the Code with respect to payments of "portfolio interest," a Form W-8BEN and a statement substantially in the form of Exhibit I hereto to the effect that such Non-U.S. Lender is eligible for a complete exemption from withholding of U.S. taxes under Section 871(h) or 881(c) of the Code, or any subsequent versions of any of the foregoing or successors thereto, properly completed and duly executed by such Non-U.S. Payee Lender claiming complete exemption from, or a reduced rate of, United States Federal U.S. federal withholding tax on all payments by the Borrower or any Guarantor under this AgreementAgreement and the other Loan Documents. Such forms shall be delivered by each Non-U.S. Payee Lender on or before the date it becomes a party to this Agreement (or, in the case of any Lender that becomes a party to this Agreement pursuant to an Assignment and Acceptance (a “Transferee”)Participant, on or prior to before the effective date of such Assignment and AcceptanceParticipant purchases the related participation) and on or before the date of the first payment to it following the date, if any, such Non-U.S. Payee Lender changes its Applicable Lending Office by designating a different applicable lending office (a “New Lending Office”)pursuant to Section 2.23 hereof. In addition, each Non-U.S. Payee Lender shall deliver such forms promptly upon the obsolescence or invalidity of any form previously delivered by such Non-U.S. PayeeLender. Each Non-U.S. Lender shall promptly notify the Borrower at any time it determines that it is no longer in a position to provide any previously delivered certificate to the Borrower (or any other form of certification adopted by the U.S. taxing authorities for such purpose). If a Non-U.S. Lender is unable to deliver any form pursuant to this Section 2.20(f), such Non-U.S. Lender shall be entitled to neither relief from withholding nor indemnity hereunder with respect to Non-Excluded Taxes for the period that would have been covered by such form, unless (i) such Non-U.S. Lender's inability to deliver such form resulted from a change in law after the date on which such Lender became a Lender hereunder or as a result of a change in the circumstances of the Borrower or any Guarantor or the use of proceeds of such Non-U.S. Lender's loans or (ii) such Non-U.S. Lender's assignor (if any) was entitled, at the time of assignment, to the indemnity afforded hereunder. Notwithstanding any other provision of this Section 2.16(f)paragraph, a Non-U.S. Payee Lender shall not be required to deliver any form pursuant to this Section 2.16(f) paragraph that such Non-U.S. Payee Lender is not legally able to deliver.

Non-U. S. PayeeTransferee”) shall deliver to the Borrower Company, the Trustee and any authorized agent of the Administrative Agent Company or the Trustee, as the case may be, two copies of either United States U.S. Internal Revenue Service Form W-8BEN (claiming benefits under an applicable treaty), Form W-8ECI or Form W-8ECIW-8IMY, or, in the case of a Non-U.S. Transferee claiming exemption from U.S. federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest,” a properly completed and duly executed certificate as described in Section 871(h)(5) of the Code and a Form W-8BEN, or applicable successor formsany subsequent versions thereof or successors thereto, properly completed and duly executed by such Non-U.S. Payee Transferee claiming complete exemption from, or reduced rate of, United States Federal from U.S. federal withholding tax on all payments by the Borrower under this AgreementNote. Such forms shall be delivered by each Non-U.S. Payee Transferee on or before the date it becomes a party to this Agreement (or, in the case of any Lender that becomes a party to this Agreement pursuant to an Assignment and Acceptance (a “Transferee”), on or prior to the effective date of such Assignment and Acceptance) and on transfer or before the date, if any, such Non-U.S. Payee changes its Applicable Lending Office by designating a different lending office (a “New Lending Office”)assignment. In addition, each Non-U.S. Payee Transferee shall deliver such forms, or other applicable forms or similar documentation, promptly as may be required to maintain the validity of exemption from or reduction of the withholding tax or upon the receipt of notice from the Company, the Trustee and any authorized agent of the Company or the Trustee of the obsolescence or invalidity of any form previously delivered by such Non-U.S. PayeeTransferee. Notwithstanding anything to the contrary in this Note, the Company may properly withhold from any other provision payments of principal or interest under this Section 2.16(f), Note any tax due as a result of a Non-U.S. Payee shall not be required Transferee’s failure to deliver any form pursuant to comply with this Section 2.16(f) that 8 or tax otherwise due as a result of such Non-U.S. Payee is not legally able Transferee failing to deliver.qualify for complete exemption from any U.S. federal withholding tax with respect to the payments of principal and interest under this Note, including under Section 871(h) or 881(c) of the Code as “portfolio interest” exemption; and

Non-U. S. PayeeLender”) shall deliver to the Borrower and Agent (or, in the Administrative Agent case of a Participant, to the Lender from which the related participation shall have been purchased) two copies of either United States U.S. Internal Revenue Service Form W-8BEN W-8BEN, W-8IMY (together with any required attachments) or Form W-8ECI, or, in the case of a Non U.S. Lender claiming exemption from U.S. federal withholding tax under Section 871(h) or applicable successor forms881(c) of the Code with respect to payments of “portfolio interest” a statement substantially in the form of Exhibit J to the effect that such Lender is eligible for a complete exemption from withholding of U.S. taxes under Section 871(h) or 881(c) of the Code and a Form W-8BEN, or any subsequent versions thereof or successors thereto properly completed and duly executed by such Non-Non U.S. Payee Lender claiming complete exemption from, or a reduced rate of, United States Federal U.S. federal withholding tax on all payments by the Borrower under this AgreementAgreement and the other Loan Documents. Such forms shall be delivered by each Non-Non U.S. Payee Lender on or before the date it becomes a party to this Agreement (or, in the case of any Lender that becomes a party to this Agreement pursuant to an Assignment and Acceptance (a “Transferee”)Participant, on or prior to the effective date of such Assignment and Acceptance) and on or before the date, if any, date such Non-U.S. Payee changes its Applicable Lending Office by designating a different lending office (a “New Lending Office”Participant purchases the related participation). In addition, each Non-Non U.S. Payee Lender shall deliver such forms promptly upon the obsolescence or invalidity of any form previously delivered by such Non U.S. Lender. Each Non-U.S. PayeeLender shall promptly notify Borrower at any time it determines that it is no longer in a position to provide any previously delivered certificate to Borrower (or any other form of certification adopted by the U.S. taxing authorities for such purpose). Notwithstanding any other provision of this Section 2.16(f2.11(d), a Non-Non U.S. Payee Lender shall not be required to deliver any form pursuant to this Section 2.16(f2.11(d) that such Non-Non U.S. Payee Lender is not legally able to deliver.

Non-U. S. Payee”LENDER") shall deliver to the Borrower and the Administrative Agent (or, in the case of a Participant, to the Lender from which the related participation shall have been purchased) two copies of either United States U.S. Internal Revenue Service Form W-8BEN or Form W-8ECI, or, in the case of a Non-U.S. Lender claiming exemption from U.S. federal withholding tax under Section 871(h) or applicable successor forms881(c) of the Code with respect to payments of "portfolio interest" a statement in a form satisfactory to the Administrative Agent and a Form W-8BEN, or any subsequent versions thereof or successors thereto properly completed and duly executed by such Non-U.S. Payee Lender claiming complete exemption from, or a reduced rate of, United States Federal U.S. federal withholding tax on all payments by the Borrower under this AgreementAgreement and the other Loan Documents. Such forms shall be delivered by each Non-U.S. Payee Lender on or before the date it becomes a party to this Agreement (or, in the case of any Lender that becomes a party to this Agreement pursuant to an Assignment and Acceptance (a “Transferee”)Participant, on or prior to the effective date of such Assignment and Acceptance) and on or before the date, if any, date such Non-U.S. Payee changes its Applicable Lending Office by designating a different lending office (a “New Lending Office”Participant purchases the related participation). In addition, each Non-U.S. Payee Lender shall deliver such forms promptly upon the obsolescence or invalidity of any form previously delivered by such Non-U.S. PayeeLender. Each Non-U.S. Lender shall promptly notify the Borrower at any time it determines that it is no longer in a position to provide any previously delivered certificate to the Borrower (or any other form of certification adopted by the U.S. taxing authorities for such purpose). Notwithstanding any other provision of this Section 2.16(f)paragraph, a Non-U.S. Payee Lender shall not be required to deliver any form pursuant to this Section 2.16(f) paragraph that such Non-U.S. Payee Lender is not legally able to deliver.

Non-U. S. PayeeLender”) shall deliver to the Borrower and the Administrative Agent (or, in the case of a Participant, to the Lender from which the related participation shall have been purchased) two copies of either United States U.S. Internal Revenue Service Form W-8BEN W-8BEN, Form W-8ECI or W-8IMY (and all necessary attachments), or, 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 with respect to payments of “portfolio interest”, a statement substantially in the form of Exhibit G to the Existing Facility Credit Agreement and a Form W-8ECIW-8BEN, or applicable successor formsany subsequent versions thereof or successors thereto, properly completed and duly executed by such Non-Non U.S. Payee Lender claiming complete exemption from, or a reduced rate of, United States Federal U.S. federal withholding tax on all payments by the Borrower under this AgreementAgreement and the other Credit Documents. Such forms shall be delivered by each Non-Non U.S. Payee Lender on or before the date it becomes a party to this Agreement (or, in the case of any Lender that becomes a party to this Agreement pursuant to an Assignment and Acceptance (a “Transferee”)Participant, on or prior to the effective date of such Assignment and Acceptance) and on or before the date, if any, date such Non-U.S. Payee changes its Applicable Lending Office by designating a different lending office (a “New Lending Office”Participant purchases the related participation). In addition, each Non-Non U.S. Payee Lender shall deliver such forms promptly upon the obsolescence or invalidity of any form previously delivered by such Non U.S. Lender. Each Non-U.S. PayeeLender shall promptly notify the Borrower at any time it determines that it is no longer in a position to provide any previously delivered certificate to the Borrower (or any other form of certification adopted by the U.S. taxing authorities for such purpose). Notwithstanding any other provision of this Section 2.16(f)paragraph, a Non-Non U.S. Payee Lender shall not be required to deliver any form pursuant to this Section 2.16(f) paragraph that such Non-Non U.S. Payee Lender is not legally able to deliver.

Non-U. S. PayeeLender”) shall deliver to the Borrower and the Administrative Agent (or, in the case of a Participant, to the Lender from which the related participation shall have been purchased) two copies of either United States U.S. Internal Revenue Service Form W-8BEN or Form W-8ECI, or, in the case of a Non U.S. Lender claiming exemption from U.S. federal withholding tax under Section 871(h) or applicable successor forms881(c) of the Code with respect to payments of “portfolio interest” a statement substantially in the form of Exhibit H to the effect that such Lender is eligible for a complete exemption from withholding of U.S. taxes under Section 871(h) or 881(c) of the Code and a Form W-8BEN, or any subsequent versions thereof or successors thereto properly completed and duly executed by such Non-Non U.S. Payee Lender claiming complete exemption from, or a reduced rate of, United States Federal U.S. federal withholding tax on all payments by the Borrower under this AgreementAgreement and the other Loan Documents. Such forms shall be delivered by each Non-Non U.S. Payee Lender on or before the date it becomes a party to this Agreement (or, in the case of any Lender that becomes a party to this Agreement pursuant to an Assignment and Acceptance (a “Transferee”)Participant, on or prior to the effective date of such Assignment and Acceptance) and on or before the date, if any, date such Non-U.S. Payee changes its Applicable Lending Office by designating a different lending office (a “New Lending Office”Participant purchases the related participation). In addition, each Non-Non U.S. Payee Lender shall deliver such forms promptly upon the obsolescence or invalidity of any form previously delivered by such Non U.S. Lender. Each Non-U.S. PayeeLender shall promptly notify Borrower at any time it determines that it is no longer in a position to provide any previously delivered certificate to Borrower (or any other form of certification adopted by the U.S. taxing authorities for such purpose). Notwithstanding any other provision of this Section 2.16(f2.11(d), a Non-Non U.S. Payee Lender shall not be required to deliver any form pursuant to this Section 2.16(f2.11(d) that such Non-Non U.S. Payee Lender is not legally able to deliver.

Non-U. S. PayeeLender”) shall deliver to the Borrower and the Administrative Agent (or, in the case of a Participant, to the Lender from which the related participation shall have been purchased) two copies of either United States U.S. Internal Revenue Service Form W-8BEN or Form W-8ECI, or, in the case of a Non U.S. Lender claiming exemption from U.S. federal withholding tax under Section 871(h) or applicable successor forms881(c) of the Code with respect to payments of “portfolio interest” a statement substantially in the form of Exhibit I to the effect that such Lender is eligible for a complete exemption from withholding of U.S. taxes under Section 871(h) or 881(c) of the Code and a Form W-8BEN, or any subsequent versions thereof or successors thereto properly completed and duly executed by such Non-Non U.S. Payee Lender claiming complete exemption from, or a reduced rate of, United States Federal U.S. federal withholding tax on all payments by the Borrower under this AgreementAgreement and the other Loan Documents. Such forms shall be delivered by each Non-Non U.S. Payee Lender on or before the date it becomes a party to this Agreement (or, and in the case of any Lender that becomes a party to this Agreement pursuant to an Assignment and Acceptance (a “Transferee”)Participant, on or prior to the effective date of such Assignment and Acceptance) and on or before the date, if any, date such Non-U.S. Payee changes its Applicable Lending Office by designating a different lending office (a “New Lending Office”Participant purchases the related participation). In addition, each Non-Non U.S. Payee Lender shall deliver such forms promptly upon the obsolescence or invalidity of any form previously delivered by such Non U.S. Lender. Each Non-U.S. PayeeLender shall promptly notify the Borrower at any time it determines that it is no longer in a position to provide any previously delivered certificate to the Borrower (or any other form of certification adopted by the U.S. taxing authorities for such purpose). Notwithstanding any other provision of this Section 2.16(f)paragraph, a Non-Non U.S. Payee Lender shall not be required to deliver any form pursuant to this Section 2.16(f) paragraph that such Non-Non U.S. Payee Lender is not legally able to deliver.

Non-U. S. PayeeLender”) shall deliver to the Borrower Borrowers and the Administrative Agent two copies of either United States Internal Revenue Service Form W-8BEN or Form W-8ECI, or, in the case of a Non-U.S. Lender claiming exemption from U.S. Federal withholding tax under Section 871(h) or applicable successor forms881(c) of the Code with respect to payments of “portfolio interest”, a Form W-8BEN, or any subsequent versions thereof or successors thereto (and, if such Non-U.S. Lender delivers a Form W-8BEN, 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 either Borrower and is not a controlled foreign corporation related to either Borrower (within the meaning of Section 864(d)(4) of the Code)), properly completed and duly executed by such Non-U.S. Payee Lender claiming complete exemption from, or reduced rate of, United States U.S. Federal withholding tax on payments by the Borrower Borrowers under this AgreementAgreement and the other Loan Documents. Such forms shall be delivered by each Non-U.S. Payee Lender on or before the date it becomes a party to this Agreement (or, in the case of any Lender a Transferee that becomes is a party to this Agreement pursuant to an Assignment and Acceptance (a “Transferee”)participation holder, on or prior to before the effective date of such Assignment and Acceptanceparticipation holder becomes a Transferee hereunder) and on or before the date, if any, such Non-U.S. Payee Lender changes its Applicable Lending Office applicable lending office by designating a different lending office (a “New Lending Office”). In addition, each Non-U.S. Payee Lender shall deliver such forms promptly upon the obsolescence or invalidity of any form previously delivered by such Non-U.S. PayeeLender. Notwithstanding any other provision of this Section 2.16(f2.18(e), a Non-U.S. Payee Lender shall not be required to deliver any form pursuant to this Section 2.16(f2.18(e) that such Non-U.S. Payee Lender is not legally able to deliver.

Non-U. S. PayeeLender”) shall deliver to the Borrower and Agent (or, in the Administrative Agent case of a Participant, to the Lender from which the related participation shall have been purchased) two copies of either United States U.S. Internal Revenue Service Form W-8BEN W-8BEN, W-8BENE, W-8IMY (together with any required attachments) or Form W-8ECI, or, in the case of a Non U.S. Lender claiming exemption from U.S. federal withholding tax under Section 871(h) or applicable successor forms881(c) of the Code with respect to payments of “portfolio interest” a statement substantially in the form of Exhibit G to the effect that such Lender is eligible for a complete exemption from withholding of U.S. taxes under Section 871(h) or 881(c) of the Code and a Form W-8BEN or W-8BENE, or any subsequent versions thereof or successors thereto properly completed and duly executed by such Non-Non U.S. Payee Lender claiming complete exemption from, or a reduced rate of, United States Federal U.S. federal withholding tax on all payments by the Borrower under this AgreementAgreement and the other Loan Documents. Such forms shall be delivered by each Non-Non U.S. Payee Lender on or before the date it becomes a party to this Agreement (or, in the case of any Lender that becomes a party to this Agreement pursuant to an Assignment and Acceptance (a “Transferee”)Participant, on or prior to the effective date of such Assignment and Acceptance) and on or before the date, if any, date such Non-U.S. Payee changes its Applicable Lending Office by designating a different lending office (a “New Lending Office”Participant purchases the related participation). In addition, each Non-Non U.S. Payee Lender shall deliver such forms promptly upon the obsolescence or invalidity of any form previously delivered by such Non U.S. Lender. Each Non-U.S. PayeeLender shall promptly notify Borrower at any time it determines that it is no longer in a position to provide any previously delivered certificate to Borrower (or any other form of certification adopted by the U.S. taxing authorities for such purpose). Notwithstanding any other provision of this Section 2.16(f2.11(d), a Non-Non U.S. Payee Lender shall not be required to deliver any form pursuant to this Section 2.16(f2.11(d) that such Non-Non U.S. Payee Lender is not legally able to deliver.

Non-U. S. Payee”LENDER") shall deliver to the Borrower and the Administrative Agent (or, in the case of a Participant, to the Lender from which the related participation shall have been purchased) two copies of either United States U.S. Internal Revenue Service Form W-8BEN 1001 or Form W-8ECI4224, or, 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 with respect to payments of "portfolio interest" a statement substantially in the form of Exhibit H and a Form W-8, or applicable successor forms, any subsequent versions thereof or successors thereto properly completed and duly executed by such Non-U.S. Payee Lender claiming complete exemption from, or a reduced rate of, United States Federal U.S. federal withholding tax on all payments by the Borrower under this AgreementAgreement and the other Loan Documents. Such forms shall be delivered by each Non-U.S. Payee Lender on or before the date it becomes a party to this Agreement (or, in the case of any Lender that becomes a party to this Agreement pursuant to an Assignment and Acceptance (a “Transferee”)Participant, on or prior to the effective date of such Assignment and Acceptance) and on or before the date, if any, date such Non-U.S. Payee changes its Applicable Lending Office by designating a different lending office (a “New Lending Office”Participant purchases the related participation). In addition, each Non-U.S. Payee Lender shall deliver such forms promptly upon the obsolescence or invalidity of any form previously delivered by such Non-U.S. PayeeLender. Each Non-U.S. Lender shall promptly notify the Borrower at any time it determines that it is no longer in a position to provide any previously delivered certificate to the Borrower (or any other form of certification adopted by the U.S. taxing authorities for such purpose). Notwithstanding any other provision of this Section 2.16(f)paragraph, a Non-U.S. Payee Lender shall not be required to deliver any form pursuant to this Section 2.16(f) paragraph that such Non-U.S. Payee Lender is not legally able to deliver.

Non-U. S. PayeeLender”) shall deliver to the Administrative Borrower and the Administrative Agent (or in the case of a Participant, to the Lender from which the related participation shall have been purchased) two copies of either United States U.S. Internal Revenue Service Form W-8BEN or Form W-8ECI, or, in the case of a Non-U.S. Lender claiming exemption from U.S. federal withholding tax under Section 871(h) or applicable successor forms881(c) of the Code with respect to payments of “portfolio interest”, a statement substantially in the form of Exhibit F and a Form W-8BEN, or any subsequent versions thereof or successors thereto, properly completed and duly executed by such Non-U.S. Payee Lender claiming complete exemption from, or a reduced rate of, United States Federal U.S. federal withholding tax on all payments by the Borrower Borrowers under this AgreementAgreement and the other Loan Documents. Such forms shall be delivered by each Non-U.S. Payee Lender on or before the date it becomes a party to this Agreement (or, in the case of any Lender that becomes a party to this Agreement pursuant to an Assignment and Acceptance (a “Transferee”)Participant, on or prior to the effective date of such Assignment and Acceptance) and on or before the date, if any, date such Non-U.S. Payee changes its Applicable Lending Office by designating a different lending office (a “New Lending Office”Participant purchases the related participation). In addition, each Non-U.S. Payee Lender shall deliver such forms promptly upon the obsolescence or invalidity of any form previously delivered by such Non-U.S. PayeeLender. Each Non-U.S. Lender shall promptly notify the Administrative Borrower at any time it determines that it is no longer in a position to provide any previously delivered certificate to the Administrative Borrower (or any other form of certification adopted by the U.S. taxing authorities for such purpose). Notwithstanding any other provision of this Section 2.16(f)paragraph, a Non-U.S. Payee Lender shall not be required to deliver any form pursuant to this Section 2.16(f) paragraph that such Non-U.S. Payee Lender is not legally able to deliver.

Non-U. S. Payee”LENDER") shall deliver to the Borrower and the Administrative Agent (or, in the case of a Participant, to the Lender from which the related participation shall have been purchased) two copies of either United States U.S. Internal Revenue Service Form W-8BEN 1001 or Form W-8ECI4224, or, 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 with respect to payments of "portfolio interest" a statement substantially in the form of Exhibit I and a Form W-8, or applicable successor forms, any subsequent versions thereof or successors thereto properly completed and duly executed by such Non-U.S. Payee Lender claiming complete exemption from, or a reduced rate of, United States Federal U.S. federal withholding tax on all payments by the Borrower under this AgreementAgreement and the other Loan Documents. Such forms shall be delivered by each Non-U.S. Payee Lender on or before the date it becomes a party to this Agreement (or, in the case of any Lender that becomes a party to this Agreement pursuant to an Assignment and Acceptance (a “Transferee”)Participant, on or prior to the effective date of such Assignment and Acceptance) and on or before the date, if any, date such Non-U.S. Payee changes its Applicable Lending Office by designating a different lending office (a “New Lending Office”Participant purchases the related participation). In addition, each Non-U.S. Payee Lender shall deliver such forms or successors thereto promptly upon the obsolescence or invalidity of any form previously delivered by such Non-U.S. PayeeLender. Each Non-U.S. Lender shall promptly notify the Borrower at any time it determines that it is no longer in a position to provide any previously delivered certificate to the Borrower (or any other form of certification adopted by the U.S. taxing authorities for such purpose). Notwithstanding any other provision of this Section 2.16(f2.18(d), a Non-U.S. Payee Lender shall not be required to deliver any form pursuant to this Section 2.16(f2.18(d) that such Non-U.S. Payee Lender is not legally able to deliver.

Non-U. S. Payee”LENDER") shall deliver to the Borrower and the Administrative Agent (or, in the case of a Participant, to the Lender from which the related participation shall have been purchased) two copies of (X) U.S. Internal Revenue Service Form W-8BEN or Form W-8ECI, or (Y) 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 with respect to payments of "portfolio interest" (i) a statement substantially in the form of Exhibit F, (ii) a Form W-8BEN and (iii) to the extent legally entitled to do so, upon reasonable request by the Borrower, such other forms as may be reasonably required in order to establish the legal entitlement of such Lender to an exemption from withholding with respect to payments under this Agreement and any Notes, provided that in determining the reasonableness of a request under this clause (iii) such Lender shall be entitled to consider the cost (to the extent unreimbursed by the Borrower) which would be imposed on such Lender of complying with such request, and (Z) in the case of a Participant, the Lender from which the related participation shall have been purchased shall deliver to the Borrower and the Administrative Agent two copies of either United States U.S. Internal Revenue Service Form W-8BEN W-8IMY, and in the case of (X), (Y) and (Z), any subsequent versions thereof or Form W-8ECI, or applicable successor forms, successors thereto properly completed and duly executed by such Non-U.S. Payee Lender claiming complete exemption from, or a reduced rate of, United States Federal U.S. federal withholding tax on all payments by the Borrower under this AgreementAgreement and the other Loan Documents. Such forms shall be delivered by each Non-U.S. Payee Lender on or before the date it becomes a party to this Agreement (or, in the case of any Participant and the Lender that becomes a party to this Agreement pursuant to an Assignment and Acceptance (a “Transferee”)from which the related participation shall have been purchased, on or prior to the effective date of such Assignment and Acceptance) and on or before the date, if any, date such Non-U.S. Payee changes its Applicable Lending Office by designating a different lending office (a “New Lending Office”Participant purchases the related participation). In addition, each Non-U.S. Payee Lender shall deliver such forms promptly upon the obsolescence or invalidity of any form previously delivered by such Non-U.S. PayeeLender. Each Non-U.S. Lender shall promptly notify the Borrower at any time it determines that it is no longer in a position to provide any previously delivered certificate to the Borrower (or any other form of certification adopted by the U.S. taxing authorities for such purpose). Notwithstanding any other provision of this Section 2.16(f)paragraph, a Non-U.S. Payee Lender shall not be required to deliver any form pursuant to this Section 2.16(f) paragraph that such Non-U.S. Payee Lender is not legally able to deliver.

Non-U. S. PayeeLender”) shall deliver to the Borrower and the Administrative Agent (or in the case of a Participant, to the Lender from which the related participation shall have been purchased) two copies of either United States U.S. Internal Revenue Service Form W-8BEN or Form W-8ECI, or, in the case of a Non-U.S. Lender claiming exemption from U.S. federal withholding tax under Section 871(h) or applicable successor forms881(c) of the Code with respect to payments of “portfolio interest,” a statement substantially in the form of Exhibit F and a Form W-8BEN, or any subsequent versions thereof or successors thereto, properly completed and duly executed by such Non-U.S. Payee Lender claiming complete exemption from, or a reduced rate of, United States Federal U.S. federal withholding tax on all payments by the Borrower under this AgreementAgreement and the other Loan Documents. Such forms shall be delivered by each Non-U.S. Payee Lender on or before the date it becomes a party to this Agreement (or, in the case of any Lender that becomes a party to this Agreement pursuant to an Assignment and Acceptance (a “Transferee”)Participant, on or prior to the effective date of such Assignment and Acceptance) and on or before the date, if any, date such Non-U.S. Payee changes its Applicable Lending Office by designating a different lending office (a “New Lending Office”Participant purchases the related participation). In addition, each Non-U.S. Payee Lender shall deliver such forms promptly upon the obsolescence or invalidity of any form previously delivered by such Non-U.S. PayeeLender. Each Non-U.S. Lender shall promptly notify the Borrower at any time it determines that it is no longer in a position to provide any previously delivered certificate to the Borrower (or any other form of certification adopted by the U.S. taxing authorities for such purpose). Notwithstanding any other provision of this Section 2.16(f)paragraph, a Non-U.S. Payee Lender shall not be required to deliver any form pursuant to this Section 2.16(f) paragraph that such Non-U.S. Payee Lender is not legally able to deliver.

Non-U. S. Payee”Lender") shall deliver to the Borrower (with a copy to the Administrative Agent) on or prior to the date on which it becomes a Lender, Collateral Agent, Issuing Bank, Lead Arranger or Administrative Agent and from time to time thereafter as reasonably requested in writing by the Borrower or the Administrative Agent (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (claiming an exemption from or reduction in the rate of withholding tax under an applicable treaty) or W-8ECI, as appropriate, or any successor or other form prescribed by the Internal Revenue Service or (ii) if such Non-U.S. Lender is not a "bank" within the meaning of, or other Person described in, Section 881(c)(3)(A) of the Code and cannot deliver either United States Internal Revenue Service Form W-8BEN or Form W-8ECIW-8ECI pursuant to clause (i) above, or applicable successor forms, properly completed and duly executed by such (A) a Certificate re Non-U.S. Payee claiming complete exemption from, or reduced rate of, United States Federal withholding tax on payments by the Borrower under this Agreement. Such forms shall be delivered by each Non-U.S. Payee on or before the date it becomes a party to this Agreement (or, Bank Status substantially in the case form of any Lender that becomes a party to this Agreement pursuant to an Assignment Exhibit B and Acceptance (a “Transferee”), on B) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (or prior to the effective date of such Assignment and Acceptance) and on or before the date, if any, such Non-U.S. Payee changes its Applicable Lending Office by designating a different lending office (a “New Lending Office”successor form). In addition, each Non-U.S. Payee shall Lender agrees that from time to time, when a lapse in time or change in circumstances renders the previous forms or certificates obsolete or inaccurate in any material respect, or at the reasonable request of the Borrower or the Administrative Agent, it will deliver such forms promptly upon to the obsolescence Borrower (with a copy to the Administrative Agent) or invalidity it shall immediately notify the Borrower and the Administrative Agent of its inability to deliver any such form previously delivered by such or certificate. Notwithstanding the foregoing, each Non-U.S. Payee. Notwithstanding any other provision of this Section 2.16(f), a Non-U.S. Payee Lender shall not be required to deliver any such form pursuant to this Section 2.16(f) or certificate described in the immediately preceding sentence that such Non-U.S. Payee U.S Lender is not legally able to deliver. Each Lender, Issuing Bank, Lead Arranger, Collateral Agent and Administrative Agent that is not a Non-U.S. Lender shall deliver to the Borrower (with a copy to the Administrative Agent) on or prior to the date on which it becomes a Lender, Issuing Bank, Lead Arranger, Collateral Agent or Administrative Agent (and from time to time thereafter upon the request of the Borrower or the Administrative Agent, but only if such Person is legally entitled to so deliver) two accurate and complete original signed copies of Internal Revenue Service Form W-9 (or successor form) establishing that such Lender, Issuing Bank, Lead Arranger, Collateral Agent or Administrative Agent, as the case may be, is not subject to U.S. backup withholding.

Non-U. S. PayeeLender”) shall deliver to the applicable Borrower and the Administrative Agent (or in the case of a Participant, to the Lender from which the related participation shall have been purchased) two copies of either United States U.S. Internal Revenue Service Form W-8BEN or Form W-8ECI, or, in the case of a Non-U.S. Lender claiming exemption from U.S. federal withholding tax under Section 871(h) or applicable successor forms881(c) of the Code with respect to payments of “portfolio interest”, a statement substantially in the form of Exhibit E and a Form W-8BEN, or any subsequent versions thereof or successors thereto, properly completed and duly executed by such Non-U.S. Payee Lender claiming complete exemption from, or a reduced rate of, United States Federal U.S. federal withholding tax on all payments by the applicable Borrower under this AgreementAgreement and the other Loan Documents. Such forms shall be delivered by each Non-U.S. Payee Lender on or before the date it becomes a party to this Agreement (or, in the case of any Lender that becomes a party to this Agreement pursuant to an Assignment and Acceptance (a “Transferee”)Participant, on or prior to the effective date of such Assignment and Acceptance) and on or before the date, if any, date such Non-U.S. Payee changes its Applicable Lending Office by designating a different lending office (a “New Lending Office”Participant purchases the related participation). In addition, each Non-U.S. Payee Lender shall deliver such forms promptly upon the obsolescence or invalidity of any form previously delivered by such Non-U.S. PayeeLender. Each Non-U.S. Lender shall promptly notify the applicable Borrower at any time it determines that it is no longer in a position to provide any previously delivered certificate to such Borrower (or any other form of certification adopted by the U.S. taxing authorities for such purpose). Notwithstanding any other provision of this Section 2.16(f)paragraph, a Non-U.S. Payee Lender shall not be required to deliver any form pursuant to this Section 2.16(f) paragraph that such Non-U.S. Payee Lender is not legally able to deliver.

Non-U. S. PayeeLender”) shall deliver to the Borrower and the Administrative Agent (or in the case of a Participant, to the Lender from which the related participation shall have been purchased) two copies of either United States U.S. Internal Revenue Service Form W-8BEN or Form W-8ECI, or, in the case of a Non-U.S. Lender claiming exemption from U.S. federal withholding tax under Section 871(h) or applicable successor forms881(c) of the Code with respect to payments of “portfolio interest,” a statement substantially in the form of Exhibit F and a Form W-8BEN, or any subsequent versions thereof or successors thereto, properly completed and duly executed by such Non-U.S. Payee Lender claiming complete exemption from, or a reduced rate of, United States Federal U.S. federal withholding tax on all payments by the Borrower under this AgreementAgreement and the other Loan Documents. Such forms shall be delivered by each Non-Non U.S. Payee Lender on or before the date it becomes a party to this Agreement (or, in the case of any Lender that becomes a party to this Agreement pursuant to an Assignment and Acceptance (a “Transferee”)Participant, on or prior to the effective date of such Assignment and Acceptance) and on or before the date, if any, date such Non-U.S. Payee changes its Applicable Lending Office by designating a different lending office (a “New Lending Office”Participant purchases the related participation). In addition, each Non-U.S. Payee Lender shall deliver such forms promptly upon the obsolescence or invalidity of any form previously delivered by such Non-U.S. PayeeLender. Each Non-U.S. Lender shall promptly notify the Borrower at any time it determines that it is no longer in a position to provide any previously delivered certificate to the Borrower (or any other form of certification adopted by the U.S. taxing authorities for such purpose). Notwithstanding any other provision of this Section 2.16(f)paragraph, a Non-U.S. Payee Lender shall not be required to deliver any form pursuant to this Section 2.16(f) paragraph that such Non-U.S. Payee Lender is not legally able to deliver.