Common use of Non-U.S Clause in Contracts

Non-U.S. Recipient”) shall deliver to Borrower Representative and Agent (or any 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. 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 but only if such Non-U.S. Recipient is legally entitled to do so), whichever of the following is applicable: (A) executed originals of Internal Revenue Service Form 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-8ECI; (C) executed originals of Internal Revenue Service Form W-8IMY and all required supporting documentation; (D) 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 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 (y) executed originals of Internal Revenue Service Form W-8BEN; 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 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 Non-U.S. Recipient is a Participant) of any change in circumstances which would modify or render invalid any claimed exemption or reduction.

Non-U.S. Recipient”) shall deliver to Borrower Representative (and Agent (or any 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. 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 Lender granting the participation but only if such Non-U.S. Recipient is legally entitled to do so), whichever of the following is applicable: (AI) executed originals of Internal Revenue Service Form W-8BEN 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-8ECI; (CIII) executed originals of Internal Revenue Service Form W-8IMY and all required supporting documentation; (DIV) 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 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 (y) executed originals of Internal Revenue Service Form W-8BEN; 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 withholding tax together with such supplementary documentation as may be prescribed by applicable law to permit Borrower Representative or Agent any 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 Non-U.S. Recipient is a Participant) of any change in circumstances which would modify or render invalid any claimed exemption or reduction.

Non-U.S. RecipientLender”) shall deliver to the Borrower Representative and the Administrative Agent (or any 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. Person Lender becomes a party to Lender under this Agreement or a Participant (and from time to time thereafter upon the reasonable request of the Borrower Representative or Agent but only if such the Administrative Agent) two (2) copies, properly completed and executed, of either (A) in the case of Non-U.S. Recipient is legally entitled to do so), whichever Lender claiming exemption from U.S. federal withholding tax under Section 871(h) or 881(c) of the following is applicable: (A) executed originals Code with respect to payments of “portfolio interest”, United States Internal Revenue Service Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States is or W-8BEN-E (together with a party; (B) executed originals of Internal Revenue Service Form W-8ECI; (C) executed originals of Internal Revenue Service Form W-8IMY and all required supporting documentation; (D) each certificate representing that such Non-U.S. Recipient claiming the benefits Lender is not a bank for purposes of the exemption for portfolio interest under section Section 881(c) of the Code, shall provide (x) a certificate to the effect that such Non-U.S. Recipient is not a 10-percent shareholder of the Borrower (1) a “bank” within the meaning of section 881(c)(3)(ASection 871(h)(3)(B) of the Code, (2) a “10 percent shareholder” of Borrowers within the meaning of section 881(c)(3)(B) of the Code, or (3) and is not a “controlled foreign corporation” related to the Borrower as described in section Section 881(c)(3)(C) of the Code and (ya “Tax Compliance Certificate”)), (B) executed originals of Internal Revenue Service Form W-8BEN or W-8BEN; and/or (-E) executed originals of any other form prescribed by applicable law , Form W-8IMY (including FATCAany attachments thereto) as or Form W-8ECI, (C) to the extent 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 to determine the withholding or deduction required to be made. Each Non-U.S. Recipient shall promptly notify Borrower Representative and Agent (Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W 8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit B-2 or any Lender granting a participation Exhibit B-3, IRS Form W-9, or other certification documents from each beneficial owner, as applicable; provided that if the Non-U.S. Recipient Lender is a Participant) partnership and one or more direct or indirect partners of any change such Non-U.S. Lender are claiming the portfolio interest exemption, such Non-U.S. Lender may provide a Tax Compliance Certificate substantially in circumstances which would modify or render invalid any claimed exemption or reduction.the form of Exhibit B-4 on behalf of each such direct and indirect partner;

Non-U.S. Recipient”) shall deliver to Borrower Representative (and Agent (or any the Lender granting a participation in case the Non-U.S. Recipient is a Participant) and Agent on or prior to the date on which such Non-U.S. Person becomes a party to this Agreement or a Participant (and from time to time thereafter upon the reasonable request of Borrower Representative Borrower, the Lender granting the participation or Agent but only if such Non-U.S. Recipient is legally entitled to do so), whichever of the following is applicable: (AI) executed originals of Internal Revenue Service Form W-8BEN 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-8ECI; (CIII) executed originals of Internal Revenue Service Form W-8IMY and all required supporting documentation; (DIV) 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 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 (y) executed originals of Internal Revenue Service Form W-8BEN; 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 withholding tax together with such supplementary documentation as may be prescribed by applicable law to permit Borrower Representative or Agent any 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 Non-U.S. Recipient is a Participant) of any change in circumstances which would modify or render invalid any claimed exemption or reduction.. Loan and Security Agreement

Non-U.S. Recipient”) shall deliver to Borrower Representative and Agent Lenders. If any Lender (or any Lender granting assignee or participant permitted under Section 13.8) is not a participation in case “united states person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code (a “Non-U.S. Recipient is a Participant) on or prior to the date on which Lender”), such Non-U.S. Person becomes Lender shall promptly (but in any event prior to the initial payment of interest hereunder or prior to its accepting any assignment under Section 13.8 hereof, as applicable) deliver to the Agent two properly completed and duly executed copies of (i) Internal Revenue Service Form W-8BEN or any successor form claiming entitlement to complete exemption from U.S. withholding tax on payments of interest to such Non-U.S. Lender, and specifying the applicable tax treaty between the United States and the jurisdiction which provides such complete exemption from withholding; (ii) Internal Revenue Service Form W-8ECI or any successor form evidencing that the income to be received by such Non-U.S. Lender hereunder is not subject to U.S. withholding tax because it is effectively connected with the conduct of a party trade or business in the United States; or (iii) such other evidence satisfactory to this Agreement or a Participant (and the Agent that payments to such Non-U.S. Lender are exempt from time to time thereafter upon the reasonable request of Borrower Representative or Agent but only United States income tax withholding. Alternatively, if such Non-U.S. Recipient Lender is legally entitled to do soclaiming an exemption from U.S. withholding tax under Internal Revenue Code section 871(h) or 881(c), whichever of the following is applicable: (A) executed originals of Internal Revenue Service Form 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-8ECI; (C) executed originals of Internal Revenue Service Form W-8IMY and all required supporting documentation; (D) each such Non-U.S. Recipient claiming the benefits of the exemption for portfolio interest under section 881(cLender (1) of the Code, shall provide (x) a certificate to the effect hereby represents and warrants that such Non-U.S. Recipient Lender is (A) not (1) a “bank” within the meaning of Internal Revenue Code section 881(c)(3)(A) of the Code881(c), (2B) not a “10 percent shareholder” of Borrowers within the meaning of Internal Revenue Code section 881(c)(3)(B871(h)(3)(B) of the Code, or and (3C) not a “controlled foreign corporation” described in corporation receiving interest from a related person within the meaning of Internal Revenue Code section 881(c)(3)(C) of the Code 864(d)(4); and (y2) will, prior to the initial payment of interest hereunder or prior to its accepting any assignment under Section 13.8 hereof, as applicable, deliver to the Agent and the Borrower Representative two properly completed and duly executed originals copies of Internal Revenue Service Form W-8BEN; and/or (E) executed originals W-8BEN or any successor form certifying that such Non-U.S. Lender is not a U.S. person and income received in connection herewith is not effectively connected with the conduct of any a U.S. trade or business. Notwithstanding the foregoing, a Non-U.S. Lender shall not be required to deliver to Agent the aforesaid forms or other form prescribed by applicable law evidence with respect to Advances to Borrowers, if such Non-U.S. Lender has assigned its entire interest hereunder (including FATCA) as a basis for claiming exemption from its Revolving Credit Commitment Amount, any outstanding Advances hereunder and participations in Letters of Credit issued hereunder and any Notes issued to it by Borrowers), to an Affiliate which is incorporated under the laws of the United States or a reduction in United States Federal withholding tax together state thereof, and so notifies the Agent and such Affiliate complies with such supplementary documentation its obligations, as may be prescribed by applicable law to permit Borrower Representative or Agent to determine the withholding or deduction required to be madean assignee that is not a Non-U.S. person, under Section 13.13(b). Each Non-U.S. Recipient Lender shall promptly notify Borrower Representative amend or supplement any such forms or evidence as required to insure that such forms or evidence are accurate, complete and Agent (non-misleading at all times, and upon the obsolescence or invalidity of any Lender granting a participation if the form previously delivered by such Non-U.S. Recipient is a ParticipantLender shall promptly deliver such new forms or evidence permitted under this Section 13.13(a) which establish that payments to such Non-U.S. Lender continue to be completely exempt from U.S. withholding tax. Promptly upon notice from the Agent of any change determination by the Internal Revenue Service that any payments previously made to any Non-U.S. Lender hereunder were subject to United States income tax withholding when made, such Non-U.S. Lender shall pay to the Agent the excess of the aggregate amount required to be withheld from such payments over the aggregate amount actually withheld by the Agent, and Agent shall, at its option, remit such amount to the Internal Revenue Service in circumstances which would modify payment of such obligation or render invalid deliver such amount to Borrower for payment of same. In addition, from time to time upon the reasonable request of Borrowers, each Non-U.S. Lender and the Agent shall (to the extent it is able to do so based upon applicable facts and circumstances), complete and provide Borrowers with such other forms, certificates or other documents as may be reasonably necessary to allow Borrowers, as applicable, to make any claimed exemption payment under this Agreement or reductionthe other Loan Documents without any withholding for or on the account of any tax under Section 10.1(d) hereof.

Non-U.S. Recipient”) shall deliver to the Borrower Representative (and Agent (or any 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. Person 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 the Borrower Representative or Agent Lender granting such participation but only if such Non-U.S. Recipient is legally entitled to do so), whichever of the following is applicable: (A) properly completed and executed originals copies of Internal Revenue Service Form W-8BEN (or any successor form) or Form W-8BEN-E (or any successor form) claiming eligibility for benefits of an income tax treaty to which the United States is a party; (B) properly completed and executed originals 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, properly completed and executed originals copies of Internal Revenue Service Form W-8IMY (or any successor form) and all required supporting documentation; (D) 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 is not (1I) a “bank” within the meaning of section 881(c)(3)(A) of the Code, (2II) a “10 percent shareholder” of Borrowers the 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 (y) properly completed and executed originals copies of Internal Revenue Service Form W-8BEN (or any successor form) or Form W-8BEN-E (or any successor form); and/or (E) properly completed and 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 withholding tax together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower Representative or Agent any 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 Non-U.S. Recipient is a Participant) of any change in circumstances which would modify or render invalid any claimed exemption or reduction.;

Non-U.S. Recipient”) shall deliver to Borrower Representative (and Agent (or any 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. 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 Lender but only if such Non-U.S. Recipient is legally entitled to do so), whichever of the following is applicable: (A) executed originals of Internal Revenue Service Form 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-8ECI; (C) executed originals of Internal Revenue Service Form W-8IMY and all required supporting documentation; (D) 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 is not (1) a “bank” within the meaning of section 881(c)(3)(A) of the Code, (2) a “10 percent shareholder” of Borrowers Borrower 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 (y) executed originals of Internal Revenue Service Form W-8BEN; 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 Lender 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 Non-U.S. Recipient is a Participant) of any change in circumstances which would modify or render invalid any claimed exemption or reduction.

Non-U.S. Recipient”) shall deliver to Borrower Representative Borrowers (and Agent (or any 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. Person Recipient 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 Lender granting the participation but only if such Non-U.S. Recipient is legally entitled to do so), whichever of the following is applicable: (A) executed originals of Internal Revenue Service Form 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-8ECI; (C) executed originals of Internal Revenue Service Form W-8IMY and all required supporting documentation; (D) 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 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 (y) executed originals of Internal Revenue Service Form W-8BEN; 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 Borrowers or Agent any 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 Borrowers (or any Lender granting a participation if the Non-U.S. Recipient is a Participant) of any change in circumstances which would modify or render invalid any claimed exemption or reduction.

Non-U.S. Recipient”) shall deliver to Borrower Representative and Agent Lenders. Each Creditor Party that is organized under the laws of a jurisdiction outside the United States (or any Lender granting a participation in case the "Non-U.S. Recipient is Lender") agrees that it shall, no later than the Closing Date (or, in the case of a Participant) Creditor Party which becomes a party hereto pursuant to this Credit Agreement after the Closing Date, on or prior to the date on upon which such Non-U.S. Person Creditor Party becomes a party to this Agreement or a Participant (hereto), and from time to time thereafter upon the reasonable request of Borrower Representative or Agent the Borrowers (but only if such Non-U.S. Recipient Lender or beneficial owner is legally entitled to do so), whichever of the following is applicable: (A) executed originals of Internal Revenue Service Form 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-8ECI; (C) executed originals of Internal Revenue Service Form W-8IMY and all required supporting documentation; (D) 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 deliver to the effect that such Non-Borrowers and the Administrative Agent two properly completed and duly executed copies of either U.S. Recipient 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 (y) executed originals of Internal Revenue Service Form W-8BEN; and/or (E) executed originals of , W-8ECI or W-8IMY or any subsequent versions thereof or xxxxxxxxxx xxxreto, or any other form prescribed by applicable law (including FATCA) as a basis for claiming exemption from (or a reduction in in) United States Federal federal withholding tax together with such supplementary documentation as may be prescribed by applicable law law, in each case claiming complete exemption from, or reduced rate of, U.S. federal withholding tax and payments of interest hereunder. In addition, in the case of a Non-U.S. Lender claiming exemption from U.S. Federal withholding tax under Section 871(h) or Section 881(c) of the Code, such Non-U.S. Lender (to permit Borrower Representative the extent legally entitled to do so) shall deliver a certificate, in substantially the same form as Exhibit 6.3.4, to the Borrowers and the Administrative Agent, certifying that such Non-U.S. Lender or Agent to determine beneficial owner is not (A) a bank for purposes of Section 881(c)(3)(A) of the withholding or deduction required to be madeCode, (B) a 10-percent shareholder of any of the Borrowers within the meaning of Section 881(c)(3)(B) of the Code, and (C) a "controlled foreign corporation" described in Section 881(c)(3)(C) of the Code. Each Non-U.S. Recipient Lender (i) agrees that it shall promptly notify Borrower Representative the Borrowers and the Administrative Agent in the event any such representation provided pursuant to this Section is no longer accurate and (ii) agrees that it will deliver updated versions of the foregoing, as applicable, whenever any of the previous certifications provided herein has become inaccurate in any material respect, together with such other forms as may be required in order to confirm or any Lender granting establish the entitlement of such Creditor Party to a participation if the continued exemption from or reduction in United States withholding tax with respect to payments under this Credit Agreement. All forms provided in this Section shall be delivered by each Non-U.S. Recipient is Lender to the Borrowers and the Administrative Agent on or before the date it becomes a Participant) of any change in circumstances which would modify party to this Credit Agreement and on or render invalid any claimed exemption or reductionbefore the date, if any, such Non-U.S. Lender changes its applicable lending office by designating a different lending office (a "New Lending Office").

Non-U.S. Recipient”) shall deliver to Borrower Representative and Agent (or any 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. 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 but only if such Non-U.S. Recipient is legally entitled to do so), whichever of the following is applicable: (A) executed originals of Internal Revenue Service Form W-8BEN W8BEN 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-8ECIW8ECI; (C) executed originals of Internal Revenue Service Form W-8IMY W8IMY and all required supporting documentation; (D) 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 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 (y) executed originals of Internal Revenue Service Form W-8BEN; 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 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 Non-U.S. Recipient is a Participant) of any change in circumstances which would modify or render invalid any claimed exemption or reduction.

Non-U.S. Recipient”) shall deliver to Borrower Representative (and Agent (or any the 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. 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 the Lender granting the participation but only if such Non-U.S. Recipient is legally entitled to do so), whichever of the following is applicable: (AI) executed originals of Internal Revenue Service Form W-8BEN 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-8ECI; (CIII) executed originals of Internal Revenue Service Form W-8IMY and all required supporting documentation; (DIV) 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 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 (y) executed originals of Internal Revenue Service Form W-8BEN; 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 withholding tax together with such supplementary documentation as may be prescribed by applicable law to permit Borrower Representative or Agent any 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 Non-U.S. Recipient is a Participant) of any change in circumstances which would modify or render invalid any claimed exemption or reduction.

Non-U.S. Recipient”") shall deliver to Borrower Representative and Agent (or any 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. 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 but only if such Non-U.S. Recipient is legally entitled to do so), whichever of the following is applicable: (A) executed originals of Internal Revenue Service Form 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-8ECI; (C) executed originals of Internal Revenue Service Form W-8IMY and all required supporting documentation; (D) 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 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 (y) executed originals of Internal Revenue Service Form W-8BEN; 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 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 Non-U.S. Recipient is a Participant) of any change in circumstances which would modify or render invalid any claimed exemption or reduction.

Non-U.S. Recipient”) shall deliver to Borrower Representative and Agent Borrowers (or any Lender granting a participation in case the Non-U.S. Recipient is a Participant) (in such number of copies as shall be requested by Borrowers or Lender granting the participation) on or prior to the date on which such Non-U.S. 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 Lender granting the participation but only if to the extent such Non-U.S. Recipient is legally entitled to do so), whichever of the following is applicable: (A) executed originals of Internal Revenue Service Form W-8BEN or W-8BEN-E, as applicable 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-8ECI; (C) executed originals of Internal Revenue Service Form W-8IMY and all required supporting documentation; (D) 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 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 (y) executed originals of Internal Revenue Service Form W-8BEN or 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 Borrowers or Agent any 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 Non-U.S. Recipient is a Participant) of any change in circumstances which would modify or render invalid any claimed exemption or reduction.

Non-U.S. Recipient”) shall deliver to Borrower Representative (and Agent (or any 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. 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 Lender granting the participation but only if such Non-U.S. Recipient is legally entitled to do so), whichever of the following is applicable: (AI) executed originals of Internal Revenue Service Form W-8BEN 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-8ECI; (CIII) executed originals of Internal Revenue Service Form W-8IMY and all required supporting documentation; (DIV) 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 is not (1) a “bank” within the meaning of section 881(c)(3)(A) of the Code, (2) a “10 percent shareholder” of Borrowers Borrower 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 (y) executed originals of Internal Revenue Service Form W-8BEN; 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 withholding tax together with such supplementary documentation as may be prescribed by applicable law to permit Borrower Representative or Agent any 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 Non-U.S. Recipient is a Participant) of any change in circumstances which would modify or render invalid any claimed exemption or reduction.

Non-U.S. Recipient”) shall deliver to Borrower Representative Borrowers (and Agent (or any 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. Person 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 Lender granting such participation but only if such Non-U.S. Recipient is legally entitled to do so), whichever of the following is applicable: (A) executed originals copies of Internal Revenue Service Form W-8BEN (or any successor form) or Form W-8BEN-E (or any successor form) claiming eligibility for benefits of an income tax treaty to which the United States is a party; (B) executed originals 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 originals copies of Internal Revenue Service Form W-8IMY (or any successor form) and all required supporting documentation; (D) 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 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 (y) executed originals copies of Internal Revenue Service Form W-8BEN (or any successor form) or Form W-8BEN-E (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 withholding tax together with -39- 4874-2581-2044v.13 Loan and Security Agreement such supplementary documentation as may be prescribed by applicable law to permit Borrower Representative Borrowers or Agent any 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 Non-U.S. Recipient is a Participant) of any change in circumstances which would modify or render invalid any claimed exemption or reduction.;

Non-U.S. Recipient”") shall deliver to Borrower Representative and Agent (or any 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. 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 but only if such Non-U.S. Recipient is legally entitled to do so), whichever of the following is applicable: (A) executed originals of Internal Revenue Service Form 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-8ECI; (C) executed originals of Internal Revenue Service Form W-8IMY and all required supporting documentation; (D) 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 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 (y) executed originals of Internal Revenue Service Form W-8BENW- 8BEN; 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 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 Non-U.S. Recipient is a Participant) of any change in circumstances which would modify or render invalid any claimed exemption or reduction.