Common use of The Non-U Clause in Contracts

The Non-U. S. Lender is not a controlled foreign corporation receiving interest from a related person within the meaning of Section 881(c)(3)(C) of the Code. In the event that the Non-U.S. Lender is treated as a partnership for U.S. federal tax purposes, the undersigned hereby certifies that (i) it is the sole record owner of the Loans; and (ii) its direct and indirect partners who are claiming the portfolio interest exemption are the sole beneficial owners of such Loans. The representations set forth in Sections 3 and 4 above shall be deemed to have been made only with respect to each Person that is a direct or indirect partner or member of the Non-U.S. Lender who is claiming the portfolio interest exemption. The representation set forth in Section 2 above shall be deemed to have been made with respect to both the Non-U.S. Lender and each Person that is a direct or indirect partner or member of such Lender. If the undersigned is treated as a partnership for U.S. federal income tax purposes, it has furnished the Agent and the Borrower with a U.S. Internal Revenue Service From W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) a U.S. Internal Revenue Service Form W-8BEN or Form W-8BEN-E (as applicable); or (ii) a U.S. Internal Revenue Service Form W-8IMY accompanied by a U.S. Internal Revenue Service Form W-8BEN or W-BEN-E (as applicable) from each of such partners’/members’ beneficial owners that is claiming the portfolio interest exemption. If the undersigned is not treated as a partnership for U.S. federal income tax purposes, it has furnished the Agent and the Borrower with a U.S. Internal Revenue Service Form W-8BEN or W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform Borrower and the Agent in writing, and (2) the undersigned shall have at all times furnished Borrower and the Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

The Non-U. S. Lender Participant is not a controlled foreign corporation receiving interest from a related person within the meaning of Section 881(c)(3)(C) of the Code. In the event that the Non-U.S. Lender Participant is treated as a partnership for U.S. federal tax purposes, the undersigned hereby certifies that (i) it is the sole record owner of the Loansparticipating interest; and (ii) its direct and indirect partners who are claiming the portfolio interest exemption are the sole beneficial owners of such Loansparticipating interests. The representations set forth in Sections 3 and 4 above shall be deemed to have been made only with respect to each Person that is a direct or indirect partner or member of the Non-U.S. Lender Participant who is claiming the portfolio interest exemption. The representation set forth in Section 2 above shall be deemed to have been made with respect to both the Non-U.S. Lender Participant and each Person that is a direct or indirect partner or member of such LenderParticipant. If the undersigned is treated as a partnership for U.S. federal income tax purposes, it has furnished the Agent and the Borrower its participating Lender with a U.S. Internal Revenue Service From W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) a U.S. Internal Revenue Service Form W-8BEN or Form W-8BEN-E (as applicable); or (ii) a U.S. Internal Revenue Service Form W-8IMY accompanied by a U.S. Internal Revenue Service Form W-8BEN or W-BEN-E (as applicable) from each of such partners’/members’ beneficial owners that is claiming the portfolio interest exemption. If the undersigned is not treated as a partnership for U.S. federal income tax purposes, it has furnished the Agent and the Borrower its participating Lender with a U.S. Internal Revenue Service Form W-8BEN or W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform Borrower and the Agent its participating Lender in writing, and (2) the undersigned shall have at all times furnished Borrower and the Agent its participating Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.