Common use of Non-U.S. Lenders Clause in Contracts

Non-U.S. Lenders. If any Lender, any transferee or the Administrative Agent is not a U.S. Person as defined in Section 7701(a)(30) of the Code for federal income tax purposes (a “Non-U.S. Lender”), such Lender, transferee or the Administrative Agent hereby agrees that, if and to the extent that it is legally able to do so, it shall, prior to the date of the first payment by the Borrowers hereunder to be made to such Lender or the Administrative Agent or for such Non-U.S. Lender’s or the Administrative Agent’s account, deliver to the Borrowers and the Administrative Agent, as applicable, such certificates, documents or other evidence, as and when required by the Code or Treasury Regulations issued pursuant thereto, including (a) in the case of a Non-U.S. Lender that is a “bank” for purposes of Section 881(c)(3)(A) of the Code, two (2) duly completed copies of Internal Revenue Service Form W-8BEN or Form W-8ECI and any other certificate or statement of exemption required by Treasury Regulations, or any subsequent versions thereof or successors thereto, properly completed and duly executed by such Lender or the Administrative Agent establishing that with respect to payments of principal, interest or fees hereunder it is (i) not subject to United States federal withholding tax under the Code because such payment is effectively connected with the conduct by such Lender or Administrative Agent of a trade or business in the United States or (ii) totally exempt or partially exempt from United States federal withholding tax under a provision of an applicable tax treaty and (b) in the case of a Non-U.S. Lender that is not a “bank” for purposes of Section 881(c)(3)(A) of the Code, a certificate in form and substance reasonably satisfactory to the Administrative Agent and the Borrowers and to the effect that (i) such Non-U.S. Lender is not a “bank” for purposes of Section 881(c)(3)(A) of the Code, is not subject to regulatory or other legal requirements as a bank in any jurisdiction, and has not been treated as a bank for purposes of any tax, securities law or other filing or submission made to any governmental authority, any application made to a rating agency or qualification for any exemption from any tax, securities law or other legal requirements, (ii) is not a ten (10) percent shareholder for purposes of Section 881(c)(3)(B) of the Code and (iii) is not a controlled foreign corporation receiving interest from a related person for purposes of Section 881(c)(3)(C) of the Code, together with a properly completed Internal Revenue Service Form W-8 or W-9, as applicable (or successor forms to establish exemption from withholding of US taxes). Each Lender or the Administrative Agent agrees that it shall, to the extent any form previously delivered by it pursuant to this section is no longer effective, and in any case promptly upon the Borrowers’ or the Administrative Agent’s reasonable request therefor, deliver to the Borrowers and the Administrative Agent, as applicable, if and to the extent it is legally able to do so, a properly completed and executed Form W-8BEN, Form W-8ECI, Form W-8 or W-9, as applicable (or any successor forms thereto).

Non-U.S. Lenders. If any Lender, any transferee transferee, the Administrative Agent or the Administrative Collateral Agent is not a U.S. Person as defined in Section 7701(a)(30) of the Code for federal income tax purposes (a “Non-U.S. Lender”), such Lender, transferee transferee, Administrative Agent or the Administrative Collateral Agent hereby agrees that, if and to the extent that it is legally able to do so, it shall, prior to the date of the first payment by the Borrowers hereunder to be made to such Lender Lender, Administrative Agent or the Administrative Collateral Agent or for such Non-U.S. Lender’s, Administrative Agent’s or the Administrative Collateral Agent’s account, deliver to the Borrowers and the Administrative Agent, as applicable, such certificates, documents or other evidence, as and when required by the Code or Treasury Regulations issued pursuant thereto, including (a) in the case of a Non-U.S. Lender that is a “bank” for purposes of Section 881(c)(3)(A) of the Code, two (2) duly completed copies of Internal Revenue Service Form W-8BEN or Form W-8ECI and any other certificate or statement of exemption required by Treasury Regulations, or any subsequent versions thereof or successors thereto, properly completed and duly executed by such Lender Lender, Administrative Agent or the Administrative Collateral Agent establishing that with respect to payments of principal, interest or fees hereunder it is (i) not subject to United States federal withholding tax under the Code because such payment is effectively connected with the conduct by such Lender Lender, Administrative Agent or Administrative Collateral Agent of a trade or business in the United States or (ii) totally exempt or partially exempt from United States federal withholding tax under a provision of an applicable tax treaty and (b) in the case of a Non-U.S. Lender that is not a “bank” for purposes of Section 881(c)(3)(A) of the Code, a certificate in form and substance reasonably satisfactory to the Administrative Agent and the Borrowers and to the effect that (i) such Non-U.S. Lender is not a “bank” for purposes of Section 881(c)(3)(A) of the Code, is not subject to regulatory or other legal requirements as a bank in any jurisdiction, and has not been treated as a bank for purposes of any tax, securities law or other filing or submission made to any governmental authority, any application made to a rating agency or qualification for any exemption from any tax, securities law or other legal requirements, (ii) is not a ten (10) percent shareholder for purposes of Section 881(c)(3)(B) of the Code and (iii) is not a controlled foreign corporation receiving interest from a related person for purposes of Section 881(c)(3)(C) of the Code, together with a properly completed Internal Revenue Service Form W-8 or W-9, as applicable (or successor forms to establish exemption from withholding of US taxes). Each Lender or the Lender, Administrative Agent and Collateral Agent agrees that it shall, to the extent any form previously delivered by it pursuant to this section is no longer effective, and in any case promptly upon the Borrowers’ or the Administrative Agent’s reasonable request therefor, deliver to the Borrowers and the Administrative Agent, as applicable, if and to the extent it is legally able to do so, a properly completed and executed Form W-8BEN, Form W-8ECI, Form W-8 or W-9, as applicable (or any successor forms thereto).

Non-U.S. Lenders. If any Lender, any transferee or Each Lender and the Administrative Agent that is not a U.S. Person as defined in Section 7701(a)(30) of the Code for U.S. federal income tax purposes (a “Non-U.S. Lender”), such Lender, transferee or the Administrative Agent ) hereby agrees that, if and to the extent that it is legally able to do so, it shall, prior to the date of the first payment by the Borrowers Borrower hereunder to be made to such Lender or the Administrative Agent or for such Non-U.S. Lender’s or the Administrative Agent’s accountaccount (and thereafter when required to the extent it is legally entitled to do so), deliver to the Borrowers Borrower and the Administrative Agent, as applicable, such certificates, documents or other evidence, as and when required by the Code or Treasury Regulations issued pursuant theretoCode, including (a) in the case of a Non-U.S. Lender that is a “bank” for purposes of Section 881(c)(3)(A) of the Code, two (2) duly completed copies of Internal Revenue Service Form W-8BEN or Form W-8ECI and any other certificate or statement of exemption required req uired by Treasury Regulationsthe Code, or any subsequent versions thereof or successors thereto, properly completed and duly executed by such Lender or the Administrative Agent establishing that with respect to payments of principal, interest or fees hereunder it is (i) not subject to United States federal withholding tax under the Code because such payment is effectively connected with the conduct by such Lender or Administrative Agent of a trade or business in the United States or (ii) totally exempt or partially exempt from United States federal withholding tax under a provision of an applicable tax treaty and or (b) in the case of a Non-U.S. Lender that is not legally entitled to deliver the forms specified in clause (a) and that is not a “bank” for purposes of Section 881(c)(3)(A) of the Code, a certificate in form and substance reasonably satisfactory to the Administrative Agent (acting at the direction of the Majority Lenders) and the Borrowers Borrower and to the effect that (i) such Non-U.S. Lender is not a “bank” for purposes of Section 881(c)(3)(A) of the Code, is not subject to regulatory or other legal requirements as a bank in any jurisdiction, and has not been treated as a bank for purposes of any tax, securities law or other filing or submission made to any governmental authority, any application made to a rating agency or qualification for any exemption from any tax, securities law or other legal requirements, (ii) is not a ten (10) percent shareholder for purposes of Section 881(c)(3)(B) of the Code and (iii) is not a controlled foreign corporation receiving interest from a related person for purposes of Section 881(c)(3)(C) of the Code, together with a properly completed Internal Revenue Service Form W-8 W-8BEN; provided, that a Lender that delivers the forms and certificate provided in clause (b) above must also deliver to the Borrower two accurate, complete and signed copies of either Internal Revenue Service Form W-8BEN or W-9W-8ECI, as or, in each case, an applicable (or successor forms to establish form, establishing a complete exemption from withholding of US taxes)U.S. federal income tax imposed on the payment of any fees to such Lender. Each Lender or the Administrative Agent agrees that it shall, promptly upon a change of its lending office or the selection of any additional lending office, to the extent any form the forms previously delivered by it pursuant to this section is are no longer effective, and in any case promptly upon the Borrowers’ Borrower’s or the Administrative Agent’s reasonable request thereforafter the occurrence of any other event (including the passage of time) requiring the delivery of a Form W-8BEN or Form W-8ECI in addition to or in replacement of the forms previously delivered, deliver to the Borrowers Borrower and the Administrative Agent, as applicable, if and to the extent it is legally able properly entitled to do so, a properly completed and executed Form W-8BEN, W-8BEN or Form W-8ECI, Form W-8 or W-9, as applicable (or any successor forms thereto). For any period with respect to which such Lender or Administrative Agent has failed to provide the Borrower with the appropriate, complete and accurate form or other relevant document pursuant to this Section 5.2.3 establishing a complete exemption from U.S. federal withholding tax (unless such failure is due to a change in treaty, law, or regulation occurring subsequent to the date on which a form originally was required to be provided), such Lender or Administrative Agent shall not be entitled to any “gross-up” of taxes or indemnification under Section 5.2.2 with respect to Non-Excluded Taxes or Other Taxes imposed by the United States; provided, however, that should such a Lender or Administrative Agent, which is otherwise exempt from a withholding tax, become subject to Non-Excluded Taxes or Other Taxes because of its failure to deliver a form required hereunder, the Borrower shall take such steps as such Lender or Administrative Agent shall reasonably request, at such Lender’s or Administrative Agent’s expense, to assist such Lender or Administrative Agent to recover such Non-Excluded Taxes or Other Taxes.

Non-U.S. Lenders. If any Lender, any transferee or Each Lender and the Administrative Agent that is not a U.S. Person as defined in Section 7701(a)(30) of the Code for U.S. federal income tax purposes (a “Non-U.S. Lender”), such Lender, transferee or the Administrative Agent ) hereby agrees that, if and to the extent that it is legally able to do so, it shall, prior to the date of the first payment by the Borrowers Borrower hereunder to be made to such Lender or the Administrative Agent or for such Non-U.S. Lender’s or the Administrative Agent’s accountaccount (and thereafter when required to the extent it is legally entitled to do so), deliver to the Borrowers Borrower and the Administrative Agent, as applicable, such certificates, documents or other evidence, as and when required by the Code or Treasury Regulations issued pursuant theretoCode, including (ai) in the case of a Non-U.S. Lender that is a “bank” for purposes of Section 881(c)(3)(A) of the Code, two (2) duly completed copies of Internal Revenue Service Form W-8BEN or Form W-8ECI and any other certificate or statement of exemption required by Treasury Regulationsthe Code, or any subsequent versions thereof or successors thereto, properly completed and duly executed by such Lender or the Administrative Agent establishing that with respect to payments of principal, interest or fees hereunder it is (iA) not subject to United States federal withholding tax under the Code because such payment is effectively connected with the conduct by such Lender or Administrative Agent of a trade or business in the United States or (iiB) totally exempt or partially exempt from United States federal withholding tax under a provision of an applicable tax treaty and or (bii) in the case of a Non-U.S. Lender that is not legally entitled to deliver the forms specified in clause (i) and that is not a “bank” for purposes of Section 881(c)(3)(A) of the Code, a certificate in form and substance reasonably satisfactory to the Administrative Agent and the Borrowers Borrower and to the effect that (iA) such Non-U.S. Lender is not a “bank” for purposes of Section 881(c)(3)(A) of the Code, is not subject to regulatory or other legal requirements as a bank in any jurisdiction, and has not been treated as a bank for purposes of any tax, securities law or other filing or submission made to any governmental authority, any application made to a rating agency or qualification for any exemption from any tax, securities law or other legal requirements, (iiB) is not a ten (10) percent shareholder for purposes of Section 881(c)(3)(B) of the Code and (iiiC) is not a controlled foreign corporation receiving interest from a related person for purposes of Section 881(c)(3)(C) of the Code, together with a properly completed Internal Revenue Service Form W-8 W-8BEN; provided, that an Administrative Agent that delivers the forms and certificate provided in clause (ii) above must also deliver to the Borrower two accurate, complete and signed copies of either Internal Revenue Service Form W-8BEN or W-9W-8ECI, as or, in each case, an applicable (or successor forms to establish form, establishing a complete exemption from withholding of US taxes)U.S. federal income tax imposed on the payment of any fees to such Administrative Agent. Each Lender or the Administrative Agent agrees that it shall, promptly upon a change of its lending office or the selection of any additional lending office, to the extent any form the forms previously delivered by it pursuant to this section is are no longer effective, and in any case promptly upon the Borrowers’ Borrower’s or the Administrative Agent’s reasonable request thereforafter the occurrence of any other event (including the passage of time) requiring the delivery of a Form W-8BEN or Form W-8ECI in addition to or in replacement of the forms previously delivered, deliver to the Borrowers Borrower and the Administrative Agent, as applicable, if and to the extent it is legally able properly entitled to do so, a properly completed and executed Form W-8BEN, W-8BEN or Form W-8ECI, Form W-8 or W-9, as applicable (or any successor forms thereto). For any period with respect to which such Lender or Administrative Agent has failed to provide the Borrower with the appropriate, complete and accurate form or other relevant document pursuant to this Section 5.2(c) establishing a complete exemption from U.S. federal withholding tax (unless such failure is due to a change in treaty, law, or regulation occurring subsequent to the date on which a form originally was required to be provided), such Lender or Administrative Agent shall not be entitled to any “gross-up” of Taxes or indemnification under Section 5.2(b) with respect to Non-Excluded Taxes or Other Taxes imposed by the United States; provided, however, that should such a Lender or Administrative Agent, which is otherwise exempt from a withholding tax, become subject to Non-Excluded Taxes or Other Taxes because of its failure to deliver a form required hereunder, the Borrower shall take such steps as such Lender or Administrative Agent shall reasonably request, at such Lender’s or Administrative Agent’s expense, to assist such Lender or Administrative Agent to recover such Non-Excluded Taxes or Other Taxes.

Non-U.S. Lenders. If any Lender, any transferee or the Administrative Agent Each Lender that is not a U.S. Person as defined in Section 7701(a)(30) of the Code for federal income tax purposes (a “Non-U.S. Lender”), such Lender, transferee or the Administrative Agent hereby ) agrees that, if and to the extent that it is legally able to do so, it shall, prior to the first date of the first on which any payment by the Borrowers hereunder is due to be made to such Lender or the Administrative Agent or for such Non-U.S. Lender’s or the Administrative Agent’s accountit hereunder, deliver to the Borrowers and the Administrative Agent, as applicable, Agent such certificates, documents or other evidence, as and when required by the Code or Treasury Regulations issued pursuant thereto, including including, (a) in the case of a Non-U.S. Lender that is a “bank” for purposes of Section 881(c)(3)(A) of the Code, two (2) duly completed copies of Internal Revenue Service Form W-8BEN or Form W-8ECI or successor applicable form, as the case may be, and any other certificate or statement of exemption required by Treasury Regulations, or any subsequent versions thereof or successors theretoestablishing that, properly completed and duly executed by such Lender or the Administrative Agent establishing that with respect to payments of principal, interest or fees hereunder it hereunder, such Non-U.S. Lender is (i) not subject to United States federal withholding tax under the Code because such payment is effectively connected with the conduct by such Non-U.S. Lender or Administrative Agent of a trade or business in the United States or (ii) totally exempt or partially exempt from United States federal withholding tax under a provision of an applicable tax treaty and (b) in the case of a Non-U.S. Lender that is not a “bank” for purposes of Section 881(c)(3)(A) of the Code, a certificate in form and substance reasonably satisfactory to the Administrative Agent and the Borrowers and to the effect that (i) such Non-U.S. Lender is not a “bank” for purposes of Section 881(c)(3)(A) of the Code, is not subject to regulatory or other legal requirements as a bank in any jurisdiction, and has not been treated as a bank for purposes of any tax, securities law or other filing or submission made to any governmental authorityGovernmental Authority, any application made to a rating agency or qualification for any exemption from any tax, securities law or other legal requirements, (ii) is not a ten (10) percent shareholder for purposes of Section 881(c)(3)(B) of the Code and (iii) is not a controlled foreign corporation receiving interest from a related person for purposes of Section 881(c)(3)(C) of the Code, together with a properly completed Internal Revenue Service Form W-8 or W-9, as applicable (or successor forms to establish exemption from withholding of US taxesforms). Each Lender or the Administrative Agent agrees that it shall, promptly upon a change of its lending office or the selection of any additional lending office, to the extent any form the forms previously delivered by it pursuant to this section is are no longer effective, and in any case promptly upon the Borrowers’ or the Administrative Agent’s reasonable request thereforafter the occurrence of any other event (including the passage of time) requiring the delivery of a Form W-8BEN, Form W-8ECI, Form W-8 or W-9 in addition to or in replacement of the forms previously delivered, deliver to the Borrowers and the Administrative Agent, as applicable, if and to the extent it is legally able properly entitled to do so, a properly completed and executed Form W-8BEN, Form W-8ECI, Form W-8 or W-9, as applicable (or any successor forms thereto).

Non-U.S. Lenders. If any Lender, any transferee or Each Lender and the Administrative Agent that is not a U.S. Person as defined in Section 7701(a)(30) of the Code for federal income tax purposes (a “"Non-U.S. Lender”), such Lender, transferee or the Administrative Agent ") hereby agrees that, if and to the extent that it is legally able to do so, it shall, prior to the date of the first payment by the Borrowers hereunder to be made to such on which it becomes a Lender or the Administrative Agent or for such Non-U.S. Lender’s or the Administrative Agent’s accounthereunder, deliver to the Borrowers Borrower and the Administrative Agent, as applicable, such certificates, documents or other evidence, as and when required by the Code or Treasury Regulations issued pursuant thereto, including (a) in the case of a Non-U.S. Lender that is a “"bank” " for purposes of Section 881(c)(3)(A) of the Code, two (2) duly completed copies of Internal Revenue Service Form W-8BEN or Form W-8ECI and any other certificate or statement of exemption required by Treasury Regulations, or any subsequent versions thereof or successors thereto, properly completed and duly executed by such Lender or the Administrative Agent establishing that with respect to payments of principal, interest or fees hereunder it is (i) not subject to United States federal withholding tax under the Code because such payment is effectively connected with the conduct by such Lender or Administrative Agent of a trade or business in the United States or (ii) totally exempt or partially exempt from United States federal withholding tax under a provision of an applicable tax treaty and (b) in the case of a Non-U.S. Lender that is not a “"bank” " for purposes of Section 881(c)(3)(A) of the Code, a certificate in form and substance reasonably satisfactory to the Administrative Agent and the Borrowers Borrower and to the effect that (i) such Non-U.S. Lender is not a “"bank” " for purposes of Section 881(c)(3)(A) of the Code, is not subject to regulatory or other legal requirements as a bank in any jurisdiction, and has not been treated as a bank for purposes of any tax, securities law or other filing or submission made to any governmental authority, any application made to a rating agency or qualification for any exemption from any tax, securities law or other legal requirements, (ii) is not a ten (10) percent shareholder for purposes of Section 881(c)(3)(B) of the Code and (iii) is not a controlled foreign corporation receiving interest from a related person for purposes of Section 881(c)(3)(C) of the Code, together with a properly completed Internal Revenue Service Form W-8 or W-9, as applicable (or successor forms to establish exemption from withholding of US taxesforms). Each Lender or the Administrative Agent agrees that it shall, promptly upon a change of its lending office or the selection of any additional lending office, to the extent any form the forms previously delivered by it pursuant to this section is are no longer effective, and in any case promptly upon the Borrowers’ Borrower’s or the Administrative Agent’s 's reasonable request thereforafter the occurrence of any other event (including the passage of time) requiring the delivery of a Form W-8BEN, Form W-8ECI, Form W-8 or W-9 in addition to or in replacement of the forms previously delivered, deliver to the Borrowers Borrower and the Administrative Agent, as applicable, if and to the extent it is legally able properly entitled to do so, a properly completed and executed Form W-8BEN, Form W-8ECI, Form W-8 or W-9, as applicable (or any successor forms thereto).

Non-U.S. Lenders. If any Lender, any transferee or the Administrative Agent Each Lender that is not a U.S. Person as defined in Section §7701(a)(30) of the Code for federal income tax purposes (a “Non-U.S. Lender”), such Lender, transferee or the Administrative Agent ) hereby agrees that, if and to the extent that it is legally able to do so, it shall, prior to the date of the first payment by the Borrowers Borrower hereunder to be made to such Lender or the Administrative Agent or for such Non-U.S. Lender’s or the Administrative Agent’s account, deliver to the Borrowers and the Administrative Agent, as applicable, Borrower such certificates, documents or other evidence, as and when required by the Code or Treasury Regulations issued pursuant thereto, including (a) in the case of a Non-U.S. Lender that is a “bank” for purposes of Section §881(c)(3)(A) of the Code, two (2) duly completed copies of Internal Revenue Service Form W-8BEN or Form W-8ECI and any other certificate or statement of exemption required by Treasury Regulations, or any subsequent versions thereof or successors thereto, properly completed and duly executed by such Lender or the Administrative Agent establishing that with respect to payments of principal, interest or fees hereunder it is (i) not subject to United States federal withholding tax under the Code because such payment is effectively connected with the conduct by such Lender or Administrative Agent of a trade or business in the United States or (ii) totally exempt or partially exempt from United States federal withholding tax under a provision of an applicable tax treaty and (b) in the case of a Non-U.S. Lender that is not a “bank” for purposes of Section §881(c)(3)(A) of the Code, a certificate in form and substance reasonably satisfactory to the Administrative Agent and the Borrowers Borrower and to the effect that (i) such Non-U.S. Lender is not a “bank” for purposes of Section §881(c)(3)(A) of the Code, is not subject to regulatory or other legal requirements as a bank in any jurisdiction, and has not been treated as a bank for purposes of any tax, securities law or other filing or submission made to any governmental authority, any application made to a rating agency or qualification for any exemption from any tax, securities law or other legal requirements, (ii) is not a ten (10) percent shareholder for purposes of Section §881(c)(3)(B) of the Code and (iii) is not a controlled foreign corporation receiving interest from a -a related person for purposes of Section §881(c)(3)(C) of the Code, together with a properly completed Internal Revenue Service Form W-8 or W-9, as applicable (or successor forms to establish exemption from withholding of US taxesforms). Each Lender or the Administrative Agent agrees that it shall, promptly upon a change of its lending office or the selection of any additional lending office, to the extent any form the forms previously delivered by it pursuant to this section is are no longer effective, and in any case promptly upon the Borrowers’ Borrower’s or the Administrative Agent’s reasonable request thereforafter the occurrence of any other event (including the passage of time) requiring the delivery of a Form W-8BEN, Form W-8ECI, Form W-8 or W-9 in addition to or in replacement of the forms previously delivered, deliver to the Borrowers Borrower and the Administrative Agent, as applicable, if and to the extent it is legally able properly entitled to do so, a properly completed and executed Form W-8BENW8BEN, Form W-8ECI, Form W-8 or W-9, as applicable (or any successor forms thereto).

Non-U.S. Lenders. If any Lender, any transferee or the Administrative Agent Each Lender that is not a U.S. Person as defined in Section 7701(a)(30) of the Code for federal income tax purposes (a “Non-U.S. Lender”), such Lender, transferee or the Administrative Agent hereby ) agrees that, if and to the extent that it is legally able to do so, it shall, prior to the first date of the first on which any payment by the Borrowers hereunder is due to be made to such Lender or the Administrative Agent or for such Non-U.S. Lender’s or the Administrative Agent’s accountit hereunder, deliver to the Borrowers and the Administrative Agent, as applicable, Agent such certificates, documents or other evidence, as and when required by the Code or Treasury Regulations issued pursuant thereto, including including, (a) in the case of a Non-U.S. Lender that is a “bank” for purposes of Section 881(c)(3)(A) of the Code, two (2) duly completed copies of Internal Revenue Service Form W-8BEN or Form W-8ECI or successor applicable form, as the case may be, and any other certificate or statement of exemption required by Treasury Regulations, or any subsequent versions thereof or successors theretoestablishing that, properly completed and duly executed by such Lender or the Administrative Agent establishing that with respect to payments of principal, interest or fees hereunder it hereunder, such Non-U.S. Lender is (i) not subject to United States federal withholding tax under the Code because such payment is effectively connected with the conduct by such Non-U.S. Lender or Administrative Agent of a trade or business in the United States or (ii) totally exempt or partially exempt from United States federal withholding tax under a provision of an applicable tax treaty and (b) in the case of a Non-U.S. Lender that is not a “bank” for purposes of Section 881(c)(3)(A) of the Code, a certificate in form and substance reasonably satisfactory to the Administrative Agent and the Borrowers and to the effect that (i) such Non-U.S. Lender is not a “bank” for purposes of Section 881(c)(3)(A) of the Code, is not subject to regulatory or other legal requirements as a bank in any jurisdiction, and has not been treated as a bank for purposes of any tax, securities law or other filing or submission made to any governmental authority, any application made to a rating agency or qualification for any exemption from any tax, securities law or other legal requirements, (ii) is not a ten (10) percent shareholder for purposes of Section 881(c)(3)(B) of the Code and (iii) is not a controlled foreign corporation receiving interest from a related person for purposes of Section 881(c)(3)(C) of the Code, together with a properly completed Internal Revenue Service Form W-8 or W-9, as applicable (or successor forms to establish exemption from withholding of US taxesforms). Each Lender or the Administrative Agent agrees that it shall, promptly upon a change of its lending office or the selection of any additional lending office, to the extent any form the forms previously delivered by it pursuant to this section is are no longer effective, and in any case promptly upon the Borrowers’ or the Administrative Agent’s reasonable request thereforafter the occurrence of any other event (including the passage of time) requiring the delivery of a Form W-8BEN, Form W-8ECI, Form W-8 or W-9 in addition to or in replacement of the forms previously delivered, deliver to the Borrowers and the Administrative Agent, as applicable, if and to the extent it is legally able properly entitled to do so, a properly completed and executed Form W-8BEN, Form W-8ECI, Form W-8 or W-9, as applicable (or any successor forms thereto).

Non-U.S. Lenders. If any Lender, any transferee or Each Lender and the Administrative Agent that is not a U.S. Person as defined in Section 7701(a)(30) of the Code for U.S. federal income tax purposes (a “Non-U.S. Lender”), such Lender, transferee or the Administrative Agent ) hereby agrees that, if and to the extent that it is legally able to do so, it shall, prior to the date of the first payment by the Borrowers Borrower hereunder to be made to such Lender or the Administrative Agent or for such Non-U.S. Lender’s or the Administrative Agent’s accountaccount (and thereafter when requested by the Borrower to the extent it is legally entitled to do so), deliver to the Borrowers Borrower and the Administrative Agent, as applicable, such certificates, documents or other evidence, as and when required by the Code or Treasury Regulations issued pursuant thereto, including (a) in the case of a Non-U.S. Lender that is a “bank” for purposes of Section 881(c)(3)(A) of the Code, including: (i) two (2) duly completed copies of Internal Revenue Service Form W-8BEN or Form W-8ECI and any other certificate or statement claiming eligibility for benefits of exemption required by Treasury Regulations, or any subsequent versions thereof or successors thereto, properly completed and duly executed by such Lender or the Administrative Agent establishing that with respect an income tax treaty to payments of principal, interest or fees hereunder it is (i) not subject to United States federal withholding tax under the Code because such payment is effectively connected with the conduct by such Lender or Administrative Agent of a trade or business in which the United States or of America is a party, (ii) totally exempt or partially exempt from United States federal withholding tax under a provision two (2) duly completed copies of an applicable tax treaty and Internal Revenue Service Form W-8ECI, (biii) in the case of a Non-U.S. Lender that is not a “bank” claiming the benefits of the exemption for purposes of portfolio interest under Section 881(c)(3)(A881(c) of the Code, (x) a certificate in form and substance reasonably satisfactory to the Administrative Agent and the Borrowers and Borrower to the effect that (i) such Nonnon-U.S. Lender is not (A) a “bank” for purposes within the meaning of Section 881(c)(3)(A) of the Code, is not subject to regulatory or other legal requirements as (B) a bank in any jurisdiction, and has not been treated as a bank for purposes “10 percent shareholder” of any tax, securities law or other filing or submission made to any governmental authority, any application made to a rating agency or qualification for any exemption from any tax, securities law or other legal requirements, (ii) is not a ten (10) percent shareholder for purposes Borrower within the meaning of Section 881(c)(3)(B) of the Code and Code, or (iiiC) is not a “controlled foreign corporation receiving interest from a related person for purposes of corporation” described in Section 881(c)(3)(C) of the Code, together with a properly Code and (y) two (2) duly completed copies of Internal Revenue Service Form W-8 or W-9W-8BEN, or (iv) any other form prescribed by applicable requirements of law as applicable (or successor forms to establish a basis for claiming exemption from or a reduction in United States Federal withholding tax duly completed together with such supplementary documentation as may be prescribed by applicable requirements of US taxes). Each Lender law to permit Borrower to determine the withholding or the Administrative Agent agrees that it shall, deduction required to the extent any form previously delivered by it pursuant to this section is no longer effective, and in any case promptly upon the Borrowers’ or the Administrative Agent’s reasonable request therefor, deliver to the Borrowers and the Administrative Agent, as applicable, if and to the extent it is legally able to do so, a properly completed and executed Form W-8BEN, Form W-8ECI, Form W-8 or W-9, as applicable (or any successor forms thereto)be made.