Common use of Withholding Taxes; Disclosure of Information; Pledge Under Regulation A Clause in Contracts

Withholding Taxes; Disclosure of Information; Pledge Under Regulation A. (a) If any Participant and any assignee or, or Sub-Participant in, any Rent Assignment Contribution or Lessor Amount (each such assignee or Participant, a “Recipient”) is organized under the laws of the United States of America or any State thereof, then such Recipient shall (i) furnish to the Lessor, the Administrative Agent and the Lessee in duplicate, for each taxable year of Recipient during the Term, a properly completed and executed Internal Revenue Service Form W-9 and any additional form (or such other form) as is necessary to claim complete exemption from United States withholding taxes on all payments hereunder, and (ii) provide to the Lessor, the Administrative Agent, the Guarantors and the Lessee a new Internal Revenue Service Form W-9 and any such additional form (or other such form) upon the expiration or obsolescence of any previously delivered form in accordance with applicable United States laws and regulations duly executed and completed by the Lessor or Recipient, as the case may be. (b) If any Recipient is organized under the laws of any jurisdiction other than the United States or any State thereof, then the Recipient shall (i) furnish to the Lessor, the Administrative Agent, the Guarantors and the Lessee in duplicate, for each taxable year of Recipient during the Term, a properly completed and executed Internal Revenue Service Form W-8 ECI, Internal Revenue Service Form W-8 BEN-E or Internal Revenue Service Form W-8 IMY, as applicable, and any additional form (or such other form) as is necessary to benefit from complete exemption from United States withholding taxes on all payments hereunder, (ii) provide to the Lessor, the Administrative Agent, the Guarantors and the Lessee a new Internal Revenue Service Form W-8 ECI, Internal Revenue Service Form W-8 BEN-E or Internal Revenue Service Form W-8 IMY, as applicable, and any such additional form (or such other form) upon the expiration or obsolescence of any previously delivered form duly executed and completed by such Recipient, and (iii) comply at all times with all applicable United States laws and regulations and all provisions of any applicable tax treaty with regard to such withholding tax exemption. (c) By its acceptance of an assignment of or participation in the interests, in whole or in part, of any Participant under this Participation Agreement, each assignee or Sub-Participant shall be deemed bound by the provisions set forth in this Article XII and to represent on the date it becomes a Recipient, that it is entitled to complete exemption from United States withholding taxes on all payments hereunder. (d) Subject to Section 15.14 hereof, the Administrative Agent or any Participant may, in connection with any assignment, participation or proposed assignment or participation permitted pursuant to this Article XII, disclose to the Recipient or proposed Recipient any information relating to the Lessee. (e) Anything in this Article XII to the contrary notwithstanding, any Participant may, without the consent of the Lessee, assign and pledge all or any portion of its interest in the Rent Assignment Contributions or this Participation Agreement to any Federal Reserve Bank as collateral security pursuant to Regulation A of the F.R.S.

Withholding Taxes; Disclosure of Information; Pledge Under Regulation A. (a) If any Participant and or any assignee orof, or Sub-Participant in, any Rent Assignment Contribution or Lessor Amount (Funding each such assignee or Sub-Participant, a “RecipientTransferee”) is organized under the laws of any jurisdiction other than the United States of America or any State thereof, then such Recipient Lessor, Lender or Transferee, as applicable, shall (as a condition precedent to acquiring or participating in any Funding) (i) furnish to the Lessor, the Administrative Collateral Agent and the Lessee (unless such Participant or Transferee is unable to so furnish due to a Change in Law, first effective after such Participant or Transferee becomes a Participant or Transferee, as applicable) in duplicate, for each taxable year of Recipient such Participant or Transferee during the Term, a properly completed and executed copy of either Internal Revenue Service Form W-8 ECI or Internal Revenue Service Form W-8 BEN and Internal Revenue Service Form W-8 or Internal Revenue Service Form W-9 and any additional form (or such other form) as is necessary to claim complete exemption from United States withholding taxes on all payments hereunder, and (ii) provide to the Lessor, the Administrative Agent, the Guarantors Collateral Agent and the Lessee a new Internal Revenue Service Form W-8 ECI or Internal Revenue Service Form W-8 BEN and Internal Revenue Service Form W-8 or Internal Revenue Service Form W-9 and any such additional form (or other such formany successor form or forms) upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with applicable United States laws and regulations duly executed and completed by the Lessor or Recipient, as the case may be. (b) If any Recipient is organized under the laws of any jurisdiction other than the United States or any State thereof, then the Recipient shall (i) furnish to the Lessor, the Administrative Agent, the Guarantors and the Lessee in duplicate, for each taxable year of Recipient during the Term, a properly completed and executed Internal Revenue Service Form W-8 ECI, Internal Revenue Service Form W-8 BEN-E or Internal Revenue Service Form W-8 IMY, as applicable, and any additional form (or such other form) as is necessary to benefit from complete exemption from United States withholding taxes on all payments hereunder, (ii) provide to the Lessor, the Administrative Agent, the Guarantors and the Lessee a new Internal Revenue Service Form W-8 ECI, Internal Revenue Service Form W-8 BEN-E or Internal Revenue Service Form W-8 IMY, as applicable, and any such additional form (or such other form) upon the expiration or obsolescence of any previously delivered form amendments duly executed and completed by such RecipientParticipant or Transferee, and (iii) to comply at all times such Participant or Transferee shall beneficially own a Note or Lessor’s Interest with all applicable United States laws and regulations and all provisions of any applicable tax treaty with regard to such withholding tax exemption. exemption unless any Change in Law has occurred subsequent to the date such Participant or Transferee became a Participant or Transferee as applicable and prior to the date on which any such delivery otherwise would be required which renders such form inapplicable or which would prevent such Participant or Transferee from duly completing and delivering any such forms and such Lender or Transferee so advises the Lessee; provided, however, that if Lessor or any Participant or Transferee is not the beneficial owner of a payment, as defined in Treasury Regulation §1.1441-1(c)(6), and therefore is unable to provide a Form W-8BEN or W-8ECI, then such Person may provide (ci) one duly completed and executed copy of Internal Service Form W-8IMY (in lieu of the Form W-8BEN or W-8ECI), and all additional forms or certifications, as provided in Treasury Regulation §1.1441-1(e)(3), required to be attached to such Form W-8IMY, necessary to establish that such party is entitled to receive payments hereunder without deduction or withholding of any United States Federal income taxes, and (ii) any other form for other taxing jurisdictions confirming that such Person is exempt from withholding from such jurisdiction. By its acceptance of an a participation or assignment of a Participant’s Note or participation in the interests, in whole or in part, of any Participant under this Participation AgreementLessor’s Interest, each assignee or Sub-Participant Transferee shall be deemed bound by the provisions set forth in this Article XII XII. Notwithstanding anything to the contrary in the Operative Documents, the Lessee shall not be required to gross-up any payment for withholding taxes imposed on any Tax Indemnitee which has failed to comply with its obligations under this Section 12.3 if such compliance would have avoided such withholding taxes, and to represent on the date it becomes a Recipient, that it is Lessee shall be entitled to complete exemption withhold from United States any payments to such Tax Indemnitee under this Participation Agreement or any other Operative Document such amounts of withholding taxes on all payments hereunderas may be required by law to be withheld. (d) Subject to Section 15.14 hereof, the Administrative Agent or any Participant may, in connection with any assignment, participation or proposed assignment or participation permitted pursuant to this Article XII, disclose to the Recipient or proposed Recipient any information relating to the Lessee. (eb) Anything in this Article XII to the contrary notwithstanding, any Participant may, without the consent of the Lessee, assign and pledge all or any portion of its interest in the Rent Assignment Contributions Notes or this Participation Agreement Lessor’s Interest held by it to any Federal Reserve Bank as collateral security pursuant to Regulation A of the F.R.S.F.R.S. Board.

Withholding Taxes; Disclosure of Information; Pledge Under Regulation A. (a) If any Participant and or any assignee orof, or Sub-Participant in, any Rent Assignment Participant Interest Contribution or the Lessor Amount (each such Participant, assignee or Sub-Participant, a “Recipient”) is organized under the laws a “United States person” (as such term is defined in Section 7701(a)(30) of the United States of America or any State thereofCode), then such Recipient shall (i) furnish to the Lessor, the Administrative Agent and the Lessee in duplicate, prior to any payment being made to such Recipient pursuant to any Operative Document and for each taxable year of Recipient during the Term, a properly completed and executed Internal Revenue Service Form W-9 and any additional form (or such other form) as is necessary to claim complete exemption from United States withholding taxes Withholding Taxes on all payments hereunderpursuant to any Operative Document, and (ii) provide to the Lessor, the Administrative Agent, the Guarantors Agent and the Lessee a new Internal Revenue Service Form W-9 and any such additional form (or other such form) upon learning that any such form previously provided by the Lessor or Recipient has become incorrect and upon the expiration or obsolescence of any previously delivered form in accordance with applicable United States laws and regulations duly executed and completed by the Lessor or Recipient, as the case may be, and such other documents or certificates as may reasonably be requested by the Lessor, the Administrative Agent or the Lessee as is necessary for such Recipient to claim complete exemption from United States Withholding Taxes on all payments pursuant to any Operative Document. (b) If any Recipient is organized under the laws of any jurisdiction other than the not a “United States or any State thereofperson” (as such term is defined in Section 7701(a)(30) of the Code), then the such Recipient shall (i) furnish to the Lessor, the Administrative Agent, the Guarantors Agent and the Lessee in duplicate, prior to any payment being made to such Recipient pursuant to any Operative Document and for each taxable year of Recipient during the Term, a properly completed and executed Internal Revenue Service Form W-8 ECI, Internal Revenue Service Form W-8 BEN-E or Internal Revenue Service Form W-8 IMY, as applicable, together with any necessary attachments (including customary representations as reasonably required by Lessor, Administrative Agent or Lessee for purposes of claiming portfolio interest exemption under Section 881(c) of the Code) and any additional form (or such other form) as is necessary to benefit from complete exemption from United States withholding taxes Withholding Taxes on all payments hereunderpursuant to any Operative Document, (ii) provide to the Lessor, the Administrative Agent, the Guarantors Agent and the Lessee a new Internal Revenue Service Form W-8 ECI, Internal Revenue Service Form W-8 BEN-E or Internal Revenue Service Form W-8 IMY, as applicable, together with any necessary attachments and any such additional form (or such other formforms adopted from time to time by the relevant United States taxing authority) upon learning that any such form previously provided by such Recipient has become incorrect and upon the expiration or obsolescence of any previously delivered form duly executed and completed by such RecipientRecipient and such other documents or certificates as may reasonably be requested by the Lessor, the Administrative Agent or the Lessee, and (iii) comply at all times with all applicable United States laws and regulations and all provisions of any applicable tax treaty with regard to such withholding tax Withholding Tax exemption. (c) By its acceptance of an assignment of or participation in the interests, in whole or in part, of any Participant under this Participation AgreementTransaction Agreement or any other Operative Document, each assignee or Sub-Participant shall be deemed bound by the provisions set forth in this Article XII Table of Contents and Section 13.4(e) and to represent on the date it becomes a Recipient, that it is entitled to complete exemption from United States withholding taxes Withholding Taxes on all payments hereunderpursuant to any Operative Document. (d) Subject to Section 15.14 hereof, the Administrative Agent or any Participant may, in connection with any assignment, participation or proposed assignment or participation permitted pursuant to this Article XII, disclose to the Recipient or proposed Recipient any information relating to the Lessee. (e) Anything in this Article XII to the contrary notwithstanding, any Participant may, without the consent of the Lessee, assign and pledge all or any portion of its interest in the Rent Assignment Contributions Participant Interest Contributions, this Transaction Agreement or this Participation any other Project Agreement to any Federal Reserve Bank as collateral security pursuant to Regulation A of the F.R.S.

Withholding Taxes; Disclosure of Information; Pledge Under Regulation A. (a1) If any Participant and Certificate Holder (or the assignee of any assignee orEquity Amount, or Sub-Participant in, any Rent Assignment Contribution or Lessor Amount (each such assignee or Participant, also a “Recipient”"TRANSFEREE") is organized under the laws of any jurisdiction other than the United States of America or any State thereof, then such Recipient Participant or Transferee, as applicable, shall (i) furnish as a condition precedent to acquiring or first participating in such Equity Amount and so long as it shall be legally entitled to an exemption from withholding as a continuing obligation to the LessorLessor and the Lessee), furnish on a timely basis to the Agent, the Administrative Agent Lessor and the Lessee in duplicate, for each taxable year of Recipient such Certificate Holder or Transferee during the TermLease Term of the Master Lease, a properly completed and executed copy of either Internal Revenue Service Form 4224 (or new Form W-8ECI) or Internal Revenue Service Form 1001 (or new Form W-8BEN) and Internal Revenue Service Form W-8 (or new Form W-8BEN) or Internal Revenue Service Form W-9 and any additional form (or such other form) as is necessary to claim complete exemption from United States withholding taxes (wherein such Lender, the Lessor or Transferee claims entitlement to complete exemption from United States withholding taxes on all payments hereunder), and (ii) provide on a timely basis to the Lessor, the Administrative Agent, the Guarantors Lessor and the Lessee a new Internal Revenue Service Form W-8ECI or Internal Revenue Service Form W-8BEN and Internal Revenue Service Form W-8BEN or Internal Revenue Service Form W-9 and any such additional form (or other such formany successor form or forms) upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with applicable United States laws and regulations duly executed and completed by the Lessor or Recipient, as the case may be. (b) If any Recipient is organized under the laws of any jurisdiction other than the United States or any State thereof, then the Recipient shall (i) furnish to the Lessor, the Administrative Agent, the Guarantors and the Lessee in duplicate, for each taxable year of Recipient during the Term, a properly completed and executed Internal Revenue Service Form W-8 ECI, Internal Revenue Service Form W-8 BEN-E or Internal Revenue Service Form W-8 IMY, as applicable, and any additional form (or such other form) as is necessary to benefit from complete exemption from United States withholding taxes on all payments hereunder, (ii) provide to the Lessor, the Administrative Agent, the Guarantors and the Lessee a new Internal Revenue Service Form W-8 ECI, Internal Revenue Service Form W-8 BEN-E or Internal Revenue Service Form W-8 IMY, as applicable, and any such additional form (or such other form) upon the expiration or obsolescence of any previously delivered form amendments duly executed and completed by such RecipientCertificate Holder or Transferee, and (iii) to comply at all times from time to time with all applicable United States laws and regulations and all provisions of any applicable tax treaty with regard to such withholding tax exemption. (c) . By its acceptance of an a participation or assignment of all or participation in the interests, in whole or in part, any portion of any Participant under this Participation Agreementa Certificate Holder's Equity Amounts, each assignee or Sub-Participant Transferee shall be deemed bound by the provisions set forth in this Article XII and to represent on the date it becomes a Recipient, that it is entitled to complete exemption from United States withholding taxes on all payments hereunderSection 12. (d2) Subject to Section 15.14 hereof22(j), the Administrative Agent or any Participant Certificate Holder may, in connection with any assignment, assignment or participation or proposed assignment or participation permitted pursuant to this Article XIISection 12, disclose to the Recipient assignee or participant or proposed Recipient assignee or participant any information relating to the Lessee. (e3) Anything in this Article XII Section 12 to the contrary notwithstanding, any Participant may, without the consent of the Lessee, Certificate Holder may assign and pledge all or any portion of its interest in the Rent Assignment Contributions or this Participation Agreement Trust held by it to any Federal Reserve Bank Bank, the United States Treasury or to any other financial institution as collateral security pursuant to Regulation A of the F.R.S.F.R.S. Board and any operating circular issued by the F.R.S. Board and/or the Federal Reserve Bank or otherwise.

Withholding Taxes; Disclosure of Information; Pledge Under Regulation A. (a) If any Participant and or any assignee orof, or Sub-Participant in, any Rent Assignment Contribution Note or Lessor Amount Certificate (each such assignee or Sub-Participant, a “Recipient”"TRANSFEREE") is organized under the laws of any jurisdiction other than the United States of America or any State thereof, then such Recipient Participant or Transferee, as applicable, shall (as a condition precedent to acquiring or participating in any Loan or Certificate and as a continuing obligation to Lessor and Lessee) (i) furnish to the Lessor, the Administrative Agent and the Lessee in duplicate, for each taxable year of Recipient such Participant or Transferee during the Term, a properly completed and executed copy of either Internal Revenue Service Form W-8 ECI or Internal Revenue Service Form 1001 and Internal Revenue Service Form W-8 BEN and Internal Revenue Service Form W-8 BEN or Internal Revenue Service Form W-8 or Internal Revenue Form W-9 and any additional form (or and such other form) as is necessary to claim complete exemption from United States withholding taxes on all payments hereunder, and (ii) provide to the Lessor, the Administrative Agent, the Guarantors Agent and the Lessee a new Internal Revenue Service Form W-8 ECI or Internal Revenue Service Form 1001 and Internal Revenue Service Form W-8 BEN or Internal Revenue Service Form W-8 BEN or Internal Revenue Service Form W-8 or Internal Revenue Service Form W-9 and any such additional form (or other such formany successor form or forms) upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with applicable United States laws and regulations duly executed and completed by the Lessor or Recipient, as the case may be. (b) If any Recipient is organized under the laws of any jurisdiction other than the United States or any State thereof, then the Recipient shall (i) furnish to the Lessor, the Administrative Agent, the Guarantors and the Lessee in duplicate, for each taxable year of Recipient during the Term, a properly completed and executed Internal Revenue Service Form W-8 ECI, Internal Revenue Service Form W-8 BEN-E or Internal Revenue Service Form W-8 IMY, as applicable, and any additional form (or such other form) as is necessary to benefit from complete exemption from United States withholding taxes on all payments hereunder, (ii) provide to the Lessor, the Administrative Agent, the Guarantors and the Lessee a new Internal Revenue Service Form W-8 ECI, Internal Revenue Service Form W-8 BEN-E or Internal Revenue Service Form W-8 IMY, as applicable, and any such additional form (or such other form) upon the expiration or obsolescence of any previously delivered form amendments duly executed and completed by such RecipientParticipant or Transferee, and (iii) to comply at all times from time to time with all applicable United States laws and regulations and all provisions of any applicable tax treaty with regard to such withholding tax exemption. (c) . By its acceptance of an a participation or assignment of a Participant's Note or participation in the interests, in whole or in part, of any Participant under this Participation AgreementCertificate, each assignee or Sub-Participant Transferee shall be deemed bound by the provisions set forth in this Article XII and ARTICLE XI. No Participant or Transferee that fails to represent on comply with the date it becomes a Recipient, that it is requirements of this SECTION 11.3(a) shall be entitled to complete exemption from United States the benefit of any tax indemnity for gross-up of payments in respect of withholding taxes on all payments hereunderpursuant to SECTION 12.4 or 12.5. (db) Subject to Section 15.14 SECTION 15.13 hereof, the any Participant, Administrative Agent or any Participant Lessor may, in connection with any assignment, assignment or participation or proposed assignment or participation permitted pursuant to this Article XIIARTICLE XI, disclose to the Recipient assignee or participant or proposed Recipient assignee or participant any information relating to Lessee, Guarantor, their Affiliates and the LesseeLeased Property. (ec) Anything in this Article XII ARTICLE XI to the contrary notwithstanding, any Participant may, without the consent of the Lessee, assign and pledge all or any portion of its interest in the Rent Assignment Contributions Notes or this Participation Agreement Certificates held by it to any Federal Reserve Bank Bank, the United States Treasury or to any other financial institution as collateral security pursuant to Regulation A of the F.R.S.F.R.S. Board and any operating circular issued by the Federal Reserve System and/or the Federal Reserve Bank or otherwise, but no such assignment shall relieve any Participant of its obligations hereunder.

Withholding Taxes; Disclosure of Information; Pledge Under Regulation A. (a) If any Participant and any (or the assignee or, of or Sub-Participant in, any Rent Assignment Contribution or Lessor Amount (each such assignee or subparticipant of a Participant, each a “Recipient”"Transferee") is organized under the laws of any jurisdiction other than the United States of America or any State thereof, then such Recipient Participant or the Transferee of such Participant, as applicable, shall (as a condition precedent to acquiring or participating in such Loan or Lessor Amount and as a continuing obligation to the Lessor and the Lender) (i) furnish to each of the LessorAdministrative Agent, the Administrative Agent Lessor and the Lessee Representative in duplicate, for each taxable year of Recipient such Participant or Transferee during the Termterm of the Lease, a properly completed and executed copy of either Internal Revenue Service Form 4224 or Internal Revenue Service Form 1001 and Internal Revenue Service Form W-8 or Internal Revenue Service Form W-9 and any additional form (or such other form) as is necessary to claim complete exemption from United States withholding taxes (wherein such Transferee claims entitlement to complete exemption from United States withholding taxes on all payments hereunder), and (ii) provide to the Lessor, each of the Administrative Agent, the Guarantors Agent Lessor and the Lessee Representative a new Internal Revenue Service Form 4224 or Internal Revenue Service Form 1001 and Internal Revenue Service Form W-8 or Internal Revenue Service Form W-9 and any such additional form (or other such formany successor form or forms) upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with applicable United States laws and regulations duly executed and completed by the Lessor or Recipient, as the case may be. (b) If any Recipient is organized under the laws of any jurisdiction other than the United States or any State thereof, then the Recipient shall (i) furnish to the Lessor, the Administrative Agent, the Guarantors and the Lessee in duplicate, for each taxable year of Recipient during the Term, a properly completed and executed Internal Revenue Service Form W-8 ECI, Internal Revenue Service Form W-8 BEN-E or Internal Revenue Service Form W-8 IMY, as applicable, and any additional form (or such other form) as is necessary to benefit from complete exemption from United States withholding taxes on all payments hereunder, (ii) provide to the Lessor, the Administrative Agent, the Guarantors and the Lessee a new Internal Revenue Service Form W-8 ECI, Internal Revenue Service Form W-8 BEN-E or Internal Revenue Service Form W-8 IMY, as applicable, and any such additional form (or such other form) upon the expiration or obsolescence of any previously delivered form amendments duly executed and completed by such RecipientParticipant or Transferee, and (iii) to comply at all times from time to time with all applicable United States laws and regulations and all provisions of any applicable tax treaty with regard to such withholding tax exemption. (c) . By its acceptance of an a participation or assignment of or participation in the interests, in whole or in part, of any Participant under this Participation Agreementhereunder, each assignee or Sub-Participant Transferee shall be deemed bound by the provisions set forth in this Article XII and to represent on the date it becomes a Recipient, that it is entitled to complete exemption from United States withholding taxes on all payments hereunderXII. (db) Subject to Section 15.14 hereof, the Administrative Agent or any Any Participant may, in connection with any assignment, assignment or participation or proposed assignment or participation permitted pursuant to this Article XII, disclose to the Recipient such assignee or participant or proposed Recipient assignee or participant, any information relating to any Bevexxx Xxxity or the LesseeTransactions, subject to appropriate confidentiality requirements relating to such information. (ec) Anything in this Article XII to the contrary notwithstanding, any Participant may, may without the consent of any Bevexxx Xxxity, the LesseeAdministrative Agent or the Agent Lessor, assign and pledge all or any portion of its interest in the Rent Assignment Contributions or this Participation Agreement Notes held by it to any Federal Reserve Bank Bank, the United States Treasury or to any other financial institution as collateral security pursuant to Regulation A of the F.R.S.F.R.S. Board and any operating circular issued by the Federal Reserve System and/or the Federal Reserve Bank or otherwise; provided, any payment by any Bevexxx Xxxity for the benefit of the assigning or pledging Participant shall be deemed to satisfy such Bevexxx Xxxity's obligations with respect thereto.

Withholding Taxes; Disclosure of Information; Pledge Under Regulation A. (a) If any Participant and any assignee or, or Sub-Participant in, any Rent Assignment Contribution Note or Lessor Amount (each such assignee or Participantparticipant, a “Recipient”) is organized under the laws of the United States of America or any State thereof, then such Recipient shall (i) furnish to the Lessor, the Administrative Agent and the Lessee in duplicate, for each taxable year of Recipient during the Term, a properly completed and executed Internal Revenue Service Form W-9 and any additional form (or such other form) as is necessary to claim complete exemption from United States withholding taxes on all payments hereunder, and (ii) provide to the Lessor, the Administrative Agent, the Guarantors and the Lessee a new Internal Revenue Service Form W-9 and any such additional form (or other such form) upon the expiration or obsolescence of any previously delivered form in accordance with applicable United States laws and regulations duly executed and completed by the Lessor or Recipient, as the case may be. (b) If any Recipient is organized under the laws of any jurisdiction other than the United States or any State thereof, then the Recipient shall (i) furnish to the Lessor, the Administrative Agent, the Guarantors and the Lessee in duplicate, for each taxable year of Recipient during the Term, a properly completed and executed Internal Revenue Service Form W-8 ECI, Internal Revenue Service Form W-8 BEN-E or Internal Revenue Service Form W-8 IMY, as applicable, and any additional form (or such other form) as is necessary to benefit from complete exemption from United States withholding taxes on all payments hereunder, (ii) provide to the Lessor, the Administrative Agent, the Guarantors and the Lessee a new Internal Revenue Service Form W-8 ECI, Internal Revenue Service Form W-8 BEN-E or Internal Revenue Service Form W-8 IMY, as applicable, and any such additional form (or such other form) upon the expiration or obsolescence of any previously delivered form duly executed and completed by such Recipient, and (iii) comply at all times with all applicable United States laws and regulations and all provisions of any applicable tax treaty with regard to such withholding tax exemption. (c) By its acceptance of an assignment of or participation in the interests, in whole or in part, of any Participant under this Participation Agreement, each assignee or Sub-Participant shall be deemed bound by the provisions set forth in this Article XII and to represent on the date it becomes a Recipient, that it is entitled to complete exemption from United States withholding taxes on all payments hereunder. (d) Subject to Section 15.14 hereof, the Administrative Agent or any Participant may, in connection with any assignment, participation or proposed assignment or participation permitted pursuant to this Article XII, disclose to the Recipient or proposed Recipient any information relating to the Lessee. (e) Anything in this Article XII to the contrary notwithstanding, any Participant may, without the consent of the Lessee, assign and pledge all or any portion of its interest in the Rent Assignment Contributions Notes or this Participation Agreement to any Federal Reserve Bank as collateral security pursuant to Regulation A of the F.R.S.

Withholding Taxes; Disclosure of Information; Pledge Under Regulation A. (a1) If any Participant and Lender (or the assignee in any assignee orNote, or Sub-Participant in, any Rent Assignment Contribution or Lessor Amount (each such assignee or Participant, a “Recipient”"TRANSFEREE") is organized under the laws of any jurisdiction other than the United States of America or any State thereof, then such Recipient Participant or Transferee, as applicable, shall (i) furnish as a condition precedent to acquiring or first participating in such Loan and so long as it shall be legally entitled to an exemption from withholding as a continuing obligation to the LessorLessor and the Lessee), furnish on a timely basis to the Agent, the Administrative Agent Lessor and the Lessee in duplicate, for each taxable year of Recipient such Lender or Transferee during the TermLease Term of the Master Lease, a properly completed and executed copy of either Internal Revenue Service Form 4224 (or new Form W-8ECI) or Internal Revenue Service Form 1001(or new Form W8-BEN) and Internal Revenue Service Form W-8 (or new Form W-8BEN) or Internal Revenue Service Form W-9 and any additional form (or such other form) as is necessary to claim complete exemption from United States withholding taxes (wherein such Lender or Transferee claims entitlement to complete exemption from United States withholding taxes on all payments hereunder), and (ii) provide on a timely basis to the Lessor, the Administrative Agent, the Guarantors Lessor and the Lessee a new Internal Revenue Service Form W-8ECI or Internal Revenue Service Form W-8BEN and Internal Revenue Service Form W-8BEN or Internal Revenue Service Form W-9 and any such additional form (or other such formany successor form or forms) upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with applicable United States laws and regulations duly executed and completed by the Lessor or Recipient, as the case may be. (b) If any Recipient is organized under the laws of any jurisdiction other than the United States or any State thereof, then the Recipient shall (i) furnish to the Lessor, the Administrative Agent, the Guarantors and the Lessee in duplicate, for each taxable year of Recipient during the Term, a properly completed and executed Internal Revenue Service Form W-8 ECI, Internal Revenue Service Form W-8 BEN-E or Internal Revenue Service Form W-8 IMY, as applicable, and any additional form (or such other form) as is necessary to benefit from complete exemption from United States withholding taxes on all payments hereunder, (ii) provide to the Lessor, the Administrative Agent, the Guarantors and the Lessee a new Internal Revenue Service Form W-8 ECI, Internal Revenue Service Form W-8 BEN-E or Internal Revenue Service Form W-8 IMY, as applicable, and any such additional form (or such other form) upon the expiration or obsolescence of any previously delivered form amendments duly executed and completed by such RecipientLender or Transferee, and (iii) to comply at all times from time to time with all applicable United States laws and regulations and all provisions of any applicable tax treaty with regard to such withholding tax exemption. (c) . By its acceptance of an a participation or assignment of or participation in the interests, in whole or in part, of any Participant under this Participation Agreementa Lender's Note, each assignee or Sub-Participant Transferee shall be deemed bound by the provisions set forth in this Article XII and to represent on the date it becomes a Recipient, that it is entitled to complete exemption from United States withholding taxes on all payments hereunderSection 11. (d2) Subject to Section 15.14 hereof22(j), the Administrative Agent or any Participant Lender may, in connection with any assignment, assignment or participation or proposed assignment or participation permitted pursuant to this Article XIISection 11, disclose to the Recipient assignee or participant or proposed Recipient assignee or participant any information relating to the Lessee. (e3) Anything in this Article XII Section 11 to the contrary notwithstanding, any Participant may, without the consent of the Lessee, Lender may assign and pledge all or any portion of its interest in the Rent Assignment Contributions or this Participation Agreement Notes held by it to any Federal Reserve Bank Bank, the United States Treasury or to any other financial institution as collateral security pursuant to Regulation A of the F.R.S.F.R.S. Board and any operating circular issued by the Federal Reserve System and/or any Federal Reserve Bank or otherwise.

Withholding Taxes; Disclosure of Information; Pledge Under Regulation A. (a1) If any Participant and Certificate Holder (or the assignee of any assignee orEquity Amount, or Sub-Participant in, any Rent Assignment Contribution or Lessor Amount (each such assignee or Participant, also a “Recipient”"TRANSFEREE") is organized under the laws of any jurisdiction other than the United States of America or any State thereof, then such Recipient Participant or Transferee, as applicable, shall (i) furnish as a condition precedent to acquiring or participating in such Equity Amount and so long as it shall be legally entitled to an exemption from withholding as a continuing obligation to the LessorLessor and the Lessee), furnish on a timely basis to the Agent, the Administrative Agent Lessor and the Lessee in duplicate, for each taxable year of Recipient such Certificate Holder or Transferee during the TermLease Term of the Lease, a properly completed and executed copy of either Internal Revenue Service Form W-8ECI or Internal Revenue Service Form W-8BEN or Internal Revenue Service Form W-9 and any additional form (or such other form) as is necessary to claim complete exemption from United States withholding taxes (wherein such Lender, the Lessor or Transferee claims entitlement to complete exemption from United States withholding taxes on all payments hereunder), and (ii) provide on a timely basis to the Lessor, the Administrative Agent, the Guarantors Lessor and the Lessee a new Internal Revenue Service Form W-8ECI or Internal Revenue Service Form W-8BEN or Internal Revenue Service Form W-9 and any such additional form (or other such formany successor form or forms) upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with applicable United States laws and regulations duly executed and completed by the Lessor or Recipient, as the case may be. (b) If any Recipient is organized under the laws of any jurisdiction other than the United States or any State thereof, then the Recipient shall (i) furnish to the Lessor, the Administrative Agent, the Guarantors and the Lessee in duplicate, for each taxable year of Recipient during the Term, a properly completed and executed Internal Revenue Service Form W-8 ECI, Internal Revenue Service Form W-8 BEN-E or Internal Revenue Service Form W-8 IMY, as applicable, and any additional form (or such other form) as is necessary to benefit from complete exemption from United States withholding taxes on all payments hereunder, (ii) provide to the Lessor, the Administrative Agent, the Guarantors and the Lessee a new Internal Revenue Service Form W-8 ECI, Internal Revenue Service Form W-8 BEN-E or Internal Revenue Service Form W-8 IMY, as applicable, and any such additional form (or such other form) upon the expiration or obsolescence of any previously delivered form amendments duly executed and completed by such RecipientCertificate Holder or Transferee, and (iii) to comply at all times from time to time with all applicable United States laws and regulations and all provisions of any applicable tax treaty with regard to such withholding tax exemption. (c) . By its acceptance of an a participation or assignment of all or participation in the interests, in whole or in part, any portion of any Participant under this Participation Agreementa Certificate Holder's Equity Amounts, each assignee or Sub-Participant Transferee shall be deemed bound by the provisions set forth in this Article XII and to represent on the date it becomes a Recipient, that it is entitled to complete exemption from United States withholding taxes on all payments hereunderSection 12. (d2) Subject to Section 15.14 hereof, the Administrative Agent or any Participant Any Certificate Holder may, in connection with any assignment, assignment or participation or proposed assignment or participation permitted pursuant to this Article XIISection 12, disclose to the Recipient assignee or participant or proposed Recipient assignee or participant any information relating to the Lessee. (e3) Anything in this Article XII Section 12 to the contrary notwithstanding, any Participant may, without the consent of the Lessee, Certificate Holder may assign and pledge all or any portion of its interest in the Rent Assignment Contributions or this Participation Agreement Trust held by it to any Federal Reserve Bank Bank, the United States Treasury or to any other financial institution as collateral security pursuant to Regulation A of the F.R.S.F.R.S. Board and any operating circular issued by the Federal Reserve System and/or the Federal Reserve Bank or otherwise.

Withholding Taxes; Disclosure of Information; Pledge Under Regulation A. (a) If any Participant and Participant, or any assignee or, or Sub-Participant in, from such Participant in any Rent Assignment Contribution or Lessor Amount (each such Participant, assignee or Sub-Participant, a “Recipient”) is organized under the laws of the United States of America or any State thereofa U.S. Person, then such Recipient shall shall (i) furnish to the Lessor, the Administrative Agent and the Lessee in duplicate, for each taxable year of Recipient during the Term, a properly completed and executed Internal Revenue Service Form W-9 and any additional form (or such other form) as is necessary to claim complete exemption from United States withholding taxes on all payments hereunder, and (ii) provide to the Lessor, the Administrative Agent, the Guarantors Guarantor and the Lessee a new Internal Revenue Service Form W-9 and any such additional form (or other such form) upon the expiration or obsolescence of any previously delivered form in accordance with applicable United States laws and regulations duly executed and completed by the Lessor or Recipient, as the case may be. (b) If any Recipient is organized under the laws of any jurisdiction other than the United States or any State thereofnot a U.S. Person, then the Recipient shall (i) furnish to the Lessor, the Administrative Agent, the Guarantors Guarantor and the Lessee in duplicate, for each taxable year of Recipient during the Term, a properly completed and executed Internal Revenue Service Form W-8 ECI, Internal Revenue Service Form W-8 BEN-E or Internal Revenue Service Form W-8 IMY, as applicable, together with any necessary attachments, and any additional form (or such other form) as is necessary to benefit from complete exemption from United States withholding taxes on all payments hereunder, (ii) provide to the Lessor, the Administrative Agent, the Guarantors Guarantor and the Lessee a new Internal Revenue Service Form W-8 ECI, Internal Revenue Service Form W-8 BEN-E or Internal Revenue Service Form W-8 IMY, as applicable, together with any necessary attachments, and any such additional form (or such other form) upon the expiration or obsolescence of any previously delivered form duly executed and completed by such Recipient, and (iii) comply at all times with all applicable United States laws and regulations and all provisions of any applicable tax treaty with regard to such withholding tax exemption. (c) If any payment made to a Recipient under any Operative Document would be subject to United States federal withholding Tax imposed by FATCA if such Recipient were to fail to comply with the applicable reporting requirements of FATCA (including those contained in section 1471(b) or 1472(b) of the Code, as applicable), such Recipient shall deliver to the Lessee and Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Lessee or Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) as may be necessary for the Lessee and Administrative Agent to comply with their respective obligations, if any, under FATCA and to determine that such Recipient has complied with such Recipient’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. (d) By its acceptance of an assignment of or participation in the interests, in whole or in part, of any Participant under this Participation Agreement or any other Project Agreement, each assignee or Sub-Participant Recipient shall be deemed bound by the provisions set forth in this Article XII and to represent on the date it becomes a Recipient, that it is entitled to complete exemption from United States withholding taxes on all payments hereunder. (de) Subject to Section 15.14 hereof, the Administrative Agent or any Participant may, in connection with any assignment, participation or proposed assignment or participation permitted pursuant to this Article XII, disclose to the Recipient or proposed Recipient any information relating to the Lessee. (ef) Anything in this Article XII to the contrary notwithstanding, any Participant may, without the consent of the Lessee, assign and pledge all or any portion of its interest in the Rent Assignment Contributions or Contributions, this Participation Agreement or any other Project Agreement to any Federal Reserve Bank as collateral security pursuant to Regulation A of the F.R.S.F.R.S. Board.

Withholding Taxes; Disclosure of Information; Pledge Under Regulation A. (a) If any Participant and Participant, or any assignee or, or Sub-Sub‑Participant from such Participant in, in any Rent Assignment Contribution or Lessor Amount (each such Participant, assignee or Sub-Participant, a “Recipient”) is organized under the laws of the United States of America or any State thereofa U.S. Person, then such Recipient shall (i) furnish to the Lessor, the Administrative Agent and the Lessee in duplicate, for each taxable year of Recipient during the Term, a properly completed and executed Internal Revenue Service Form W-9 W‑9 and any additional form (or such other form) as is necessary to claim complete exemption from United States withholding taxes on all payments hereunder, and (ii) provide to the Lessor, the Administrative Agent, the Guarantors Guarantor and the Lessee a new Internal Revenue Service Form W-9 W‑9 and any such additional form (or other such form) upon the expiration or obsolescence of any previously delivered form in accordance with applicable United States laws and regulations duly executed and completed by the Lessor or Recipient, as the case may be. (b) If any Recipient is organized under the laws of any jurisdiction other than the United States or any State thereofnot a U.S. Person, then the Recipient shall (i) furnish to the Lessor, the Administrative Agent, the Guarantors Guarantor and the Lessee in duplicate, for each taxable year of Recipient during the Term, a properly completed and executed Internal Revenue Service Form W-8 W‑8 ECI, Internal Revenue Service Form W-8 W‑8 BEN-E or Internal Revenue Service Form W-8 W‑8 IMY, as applicable, together with any necessary attachments, and any additional form (or such other form) as is necessary to benefit from complete exemption from United States withholding taxes on all payments hereunder, (ii) provide to the Lessor, the Administrative Agent, the Guarantors Guarantor and the Lessee a new Internal Revenue Service Form W-8 W‑8 ECI, Internal Revenue Service Form W-8 W‑8 BEN-E or Internal Revenue Service Form W-8 W‑8 IMY, as applicable, together with any necessary attachments, and any such additional form (or such other form) upon the expiration or obsolescence of any previously delivered form duly executed and completed by such Recipient, and (iii) comply at all times with all applicable United States laws and regulations and all provisions of any applicable tax treaty with regard to such withholding tax exemption. (c) If any payment made to a Recipient under any Operative Document would be subject to United States federal withholding Tax imposed by FATCA if such Recipient were to fail to comply with the applicable reporting requirements of FATCA (including those contained in section 1471(b) or 1472(b) of the Code, as applicable), such Recipient shall deliver to the Lessee and Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Lessee or Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) as may be necessary for the Lessee and Administrative Agent to comply with their respective obligations, if any, under FATCA and to determine that such Recipient has complied with such Recipient’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. (d) By its acceptance of an assignment of or participation in the interests, in whole or in part, of any Participant under this Participation Agreement or any other Project Agreement, each assignee or Sub-Participant Recipient shall be deemed bound by the provisions set forth in this Article XII and to represent on the date it becomes a Recipient, that it is entitled to complete exemption from United States withholding taxes on all payments hereunder. (de) Subject to Section 15.14 hereof, the Administrative Agent or any Participant may, in connection with any assignment, participation or proposed assignment or participation permitted pursuant to this Article XII, disclose to the Recipient or proposed Recipient any information relating to the Lessee. (ef) Anything in this Article XII to the contrary notwithstanding, any Participant may, without the consent of the Lessee, assign and pledge all or any portion of its interest in the Rent Assignment Contributions or Contributions, this Participation Agreement or any other Project Agreement to any Federal Reserve Bank as collateral security pursuant to Regulation A of the F.R.S.F.R.S. Board.

Withholding Taxes; Disclosure of Information; Pledge Under Regulation A. (a) If any Participant and any assignee or, or Sub-Participant in, any Rent Assignment Contribution Note or Lessor Amount (each such assignee or Participantparticipant, a “Recipient”) is organized under the laws of the United States of America or any State thereof, then such Recipient shall (i) furnish to the Lessor, the Administrative Agent and the Lessee in duplicate, for each taxable year of Recipient during the Term, a properly completed and executed Internal Revenue Service Form W-9 and any additional form (or such other form) as is necessary to claim complete exemption from United States withholding taxes on all payments hereunder, and (ii) provide to the Lessor, the Administrative Agent, the Guarantors and the Lessee a new Internal Revenue Service Form W-9 and any such additional form (or other such form) upon the expiration or obsolescence of any previously delivered form in accordance with applicable United States laws and regulations duly executed and completed by the Lessor or Recipient, as the case may be. (b) If any Recipient is organized under the laws of any jurisdiction other than the United States or any State thereof, then the Recipient shall (i) furnish to the Lessor, the Administrative Agent, the Guarantors and the Lessee in duplicate, for each taxable year of Recipient during the Term, a properly completed and executed Internal Revenue Service Form W-8 ECI, Internal Revenue Service Form W-8 BEN-E or Internal Revenue Service Form W-8 IMY, as applicable, and any additional form (or such other form) as is necessary to benefit from complete exemption from United States withholding taxes on all payments hereunder, (ii) provide to the Lessor, the Administrative Agent, the Guarantors and the Lessee a new Internal Revenue Service Form W-8 ECI, Internal Revenue Service Form W-8 BEN-E or Internal Revenue Service Form W-8 IMY, as applicable, and any such additional form (or such other form) upon the expiration or obsolescence of any previously delivered form duly executed and completed by such Recipient, and (iii) comply at all times with all applicable United States laws and regulations and all provisions of any applicable tax treaty with regard to such withholding tax exemption. (c) By its acceptance of an assignment of or participation in the interests, in whole or in part, of any Participant under this Participation Agreement, each assignee or Sub-Participant shall be deemed bound by the provisions set forth in this Article XII and to represent on the date it becomes a Recipient, that it is entitled to complete exemption from United States withholding taxes on all payments hereunder. (d) Subject to Section 15.14 hereof, the Administrative Agent or any Participant may, in connection with any assignment, participation or proposed assignment or participation permitted pursuant to this Article XII, disclose to the Recipient or proposed Recipient any information relating to the Lessee. (e) Anything in this Article XII to the contrary notwithstanding, any Participant may, without the consent of the Lessee, assign and pledge all or any portion of its interest in the Rent Assignment Contributions or this Participation Agreement to any Federal Reserve Bank as collateral security pursuant to Regulation A of the F.R.S.Notes

Withholding Taxes; Disclosure of Information; Pledge Under Regulation A. (a) If any Participant and any (or the assignee or, of or Sub-Participant in, in any Rent Assignment Contribution or Lessor Amount (each such assignee or Lease Facility Note of a Participant, each a “Recipient”"Transferee") is organized under the laws of any jurisdiction other than the United States of America or any State thereof, then such Recipient Participant or the Transferee of such Participant, as applicable, shall (as a condition precedent to acquiring or participating in such Loan and as a continuing obligation to the Lessor and the Lessee) (i) furnish to the Lessor, the Administrative Agent Lessor and the Lessee Lessees in duplicate, for each taxable year of Recipient such Participant or Transferee during the Termterm of the Lease, a properly completed and executed copy of either Internal Revenue Service Form 4224 or Internal Revenue Service Form 1001 and Internal Revenue Service Form W-8 or Internal Revenue Service Form W-9 and any additional form (or such other form) as is necessary to claim complete exemption from United States withholding taxes (wherein such Transferee claims entitlement to complete exemption from United States withholding taxes on all payments hereunder), and (ii) provide to the Lessor, the Administrative Agent, the Guarantors Lessor and the Lessee Lessees a new Internal Revenue Service Form 4224 or Internal Revenue Service Form 1001 and Internal Revenue Service Form W-8 or Internal Revenue Service Form W-9 and any such additional form (or other such formany successor form or forms) upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with applicable United States laws and regulations duly executed and completed by the Lessor or Recipient, as the case may be. (b) If any Recipient is organized under the laws of any jurisdiction other than the United States or any State thereof, then the Recipient shall (i) furnish to the Lessor, the Administrative Agent, the Guarantors and the Lessee in duplicate, for each taxable year of Recipient during the Term, a properly completed and executed Internal Revenue Service Form W-8 ECI, Internal Revenue Service Form W-8 BEN-E or Internal Revenue Service Form W-8 IMY, as applicable, and any additional form (or such other form) as is necessary to benefit from complete exemption from United States withholding taxes on all payments hereunder, (ii) provide to the Lessor, the Administrative Agent, the Guarantors and the Lessee a new Internal Revenue Service Form W-8 ECI, Internal Revenue Service Form W-8 BEN-E or Internal Revenue Service Form W-8 IMY, as applicable, and any such additional form (or such other form) upon the expiration or obsolescence of any previously delivered form amendments duly executed and completed by such RecipientParticipant or Transferee, and (iii) to comply at all times from time to time with all applicable United States laws and regulations and all provisions of any applicable tax treaty with regard to such withholding tax exemption. (c) . By its acceptance of an a participation or assignment of a Participant's Lease Facility Note or participation interest in the interestsProperties, in whole or in part, of any Participant under this Participation Agreementas the case may be, each assignee or Sub-Participant Transferee shall be deemed bound by the provisions set forth in this Article XII and to represent on the date it becomes a Recipient, that it is entitled to complete exemption from United States withholding taxes on all payments hereunderXII. (db) Subject to Section 15.14 hereof, the Administrative Agent or any Any Participant may, in connection with any assignment, assignment or participation or proposed assignment or participation permitted pursuant to this Article XII, disclose to the Recipient assignee or participant or proposed Recipient assignee or participant, any information relating to the applicable Lessee, subject to any confidentiality requirements relating to such information. (ec) Anything in this Article XII to the contrary notwithstanding, any Participant may, may without the consent of the Lessee, Lessees assign and pledge all or any portion of its interest in the Rent Assignment Contributions or this Participation Agreement Lease Facility Notes held by it to any Federal Reserve Bank Bank, the United States Treasury or to any other financial institution as collateral security pursuant to Regulation A of the F.R.S.F.R.S. Board and any operating circular issued by the Federal Reserve System and/or the Federal Reserve Bank or otherwise; provided, any payment by any Lessee for the benefit of the assigning or pledging Participant shall be deemed to satisfy such Lessee's obligations with respect thereto. (d) Anything in this Article XII to the contrary notwithstanding, each participation described herein shall be at the sole expense of the Participant engaging in such participation and shall not be subject to reimbursement by any Lessee or the Company.

Withholding Taxes; Disclosure of Information; Pledge Under Regulation A. (a) If any Participant and or any assignee orof, or Sub-Participant in, any Rent Assignment Contribution Note or Lessor Amount Certificate (each such assignee or Sub-Participant, a “Recipient”"Transferee") is organized under the laws of any jurisdiction other than the United States of America or any State thereof, then such Recipient Participant or Transferee, as applicable, shall (as a condition precedent to acquiring or participating in any Loan or Certificate) (i) furnish to the Lessor, the Administrative Agent and the Lessee in duplicate, for each taxable year of Recipient such Participant or Transferee during the Term, a properly completed and executed copy of either Internal Revenue Service Form W-8 ECI or Internal Revenue Service Form W-8 BEN and Internal Revenue Service Form W-9 and any additional form (or such other form) as is necessary to claim complete exemption from United States withholding taxes on all payments hereunder, and (ii) provide to the Lessor, the Administrative Agent, the Guarantors Agent and the Lessee a new Internal Revenue Service Form W-8 ECI or Internal Revenue Service Form W-8 BEN and Internal Revenue Service Form W-9 and any such additional form (or other such formany successor form or forms) upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with applicable United States laws and regulations duly executed and completed by the Lessor or Recipient, as the case may be. (b) If any Recipient is organized under the laws of any jurisdiction other than the United States or any State thereof, then the Recipient shall (i) furnish to the Lessor, the Administrative Agent, the Guarantors and the Lessee in duplicate, for each taxable year of Recipient during the Term, a properly completed and executed Internal Revenue Service Form W-8 ECI, Internal Revenue Service Form W-8 BEN-E or Internal Revenue Service Form W-8 IMY, as applicable, and any additional form (or such other form) as is necessary to benefit from complete exemption from United States withholding taxes on all payments hereunder, (ii) provide to the Lessor, the Administrative Agent, the Guarantors and the Lessee a new Internal Revenue Service Form W-8 ECI, Internal Revenue Service Form W-8 BEN-E or Internal Revenue Service Form W-8 IMY, as applicable, and any such additional form (or such other form) upon the expiration or obsolescence of any previously delivered form amendments duly executed and completed by such RecipientParticipant or Transferee, and (iii) to comply at all times such Participant or Transferee shall beneficially own a Note or Certificate with all applicable United States laws and regulations and all provisions of any applicable tax treaty with regard to such withholding tax exemption. (c) . By its acceptance of an a participation or assignment of a Participant's Note or participation in the interests, in whole or in part, of any Participant under this Participation AgreementCertificate, each assignee or Sub-Participant Transferee shall be deemed bound by the provisions set forth in this Article XII and to represent on the date it becomes a RecipientParticipant, that it there is no applicable withholding requirement. Each Participant acknowledges that if any withholding ever applies to payments to such Participant, the Participant shall not be entitled to complete exemption from United States withholding taxes on all receive any additional interest or other payments hereunderto compensate the Participant for the amount withheld, other than as provided in Section 14.3. (db) Subject to Section 15.14 15.15 hereof, the any Participant, Administrative Agent or any Participant the Lessor may, in connection with any assignment, assignment or participation or proposed assignment or participation permitted pursuant to this Article XII, disclose to the Recipient assignee or participant or proposed Recipient assignee or participant any information relating to the Lessee. (ec) Anything in this Article XII to the contrary notwithstanding, any Participant may, without the consent of the Lessee, assign and pledge all or any portion of its interest in the Rent Assignment Contributions Notes or this Participation Agreement Certificates held by it to any Federal Reserve Bank as collateral security pursuant to Regulation A of the F.R.S.F.R.S. Board.

Withholding Taxes; Disclosure of Information; Pledge Under Regulation A. (a) If any Participant and any (or the assignee or, of or Sub-Participant in, any Rent Assignment Contribution or Lessor Amount (each such assignee or subparticipant of a Participant, each a “Recipient”"Transferee") is organized under the laws of any jurisdiction other than the United States of America or any State state thereof, then such Recipient Participant or the Transferee of such Participant, as applicable, shall (as a condition precedent to acquiring or participating in such Loan or Certificate Holder Amount and as a continuing obligation to the Certificate Holder and the Lender) (i) furnish to each of the LessorAdministrative Agent, the Administrative Agent Certificate Holder and the Lessee in duplicate, for each taxable year of Recipient such Participant or Transferee during the Termterm of the Lease, a properly completed and executed copy of either Internal Revenue Service Form 4224 or Internal Revenue Service Form 1001 and Internal Revenue Service Form W-8 or Internal Revenue Service Form W-9 and any additional form (or such other form) as is necessary to claim complete exemption from United States withholding taxes (wherein such Transferee claims entitlement to complete exemption from United States withholding taxes on all payments hereunder), and (ii) provide to the Lessor, each of the Administrative Agent, the Guarantors Agent Certificate Holder and the Lessee Agent a new Internal Revenue Service Form 4224 or Internal Revenue Service Form 1001 and Internal Revenue Service Form W-8 or Internal Revenue Service Form W-9 and any such additional form (or other such formany successor form or forms) upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with applicable United States laws and regulations duly executed and completed by the Lessor or Recipient, as the case may be. (b) If any Recipient is organized under the laws of any jurisdiction other than the United States or any State thereof, then the Recipient shall (i) furnish to the Lessor, the Administrative Agent, the Guarantors and the Lessee in duplicate, for each taxable year of Recipient during the Term, a properly completed and executed Internal Revenue Service Form W-8 ECI, Internal Revenue Service Form W-8 BEN-E or Internal Revenue Service Form W-8 IMY, as applicable, and any additional form (or such other form) as is necessary to benefit from complete exemption from United States withholding taxes on all payments hereunder, (ii) provide to the Lessor, the Administrative Agent, the Guarantors and the Lessee a new Internal Revenue Service Form W-8 ECI, Internal Revenue Service Form W-8 BEN-E or Internal Revenue Service Form W-8 IMY, as applicable, and any such additional form (or such other form) upon the expiration or obsolescence of any previously delivered form amendments duly executed and completed by such RecipientParticipant or Transferee, and (iii) to comply at all times from time to time with all applicable United States laws and regulations and all provisions of any applicable tax treaty with regard to such withholding tax exemption. (c) . By its acceptance of an a participation or assignment of or participation in the interests, in whole or in part, of any Participant under this Participation Agreementhereunder, each assignee or Sub-Participant Transferee shall be deemed bound by the provisions set forth in this Article XII and to represent on the date it becomes a Recipient, that it is entitled to complete exemption from United States withholding taxes on all payments hereunderXII. (db) Subject to Section 15.14 hereof, the Administrative Agent or any Any Participant may, in connection with any assignment, assignment or participation or proposed assignment or participation permitted pursuant to this Article XII, disclose to the Recipient such assignee or participant or proposed Recipient assignee or participant, any information relating to Lessee Agent, any Lessee, the LesseeGuarantor or the Transactions, subject to appropriate confidentiality requirements relating to such information. (ec) Anything in this Article XII to the contrary notwithstanding, any Participant may, may without the consent of Lessee Agent, the LesseeAdministrative Agent or the Agent Certificate Holder, assign and pledge all or any portion of its interest in the Rent Assignment Contributions or this Participation Agreement Notes held by it to any Federal Reserve Bank Bank, the United States Treasury or to any other financial institution as collateral security pursuant to Regulation A of the F.R.S.F.R.S. Board and any operating circular issued by the Federal Reserve System and/or the Federal Reserve Bank or otherwise; provided, any payment by Lessee Agent or Guarantor for the benefit of the assigning or pledging Participant shall be deemed to satisfy the Lessee Agent's, such Lessee's or the Guarantor's obligations with respect thereto.

Withholding Taxes; Disclosure of Information; Pledge Under Regulation A. (a) If any Participant and or any assignee orof, or Sub-Sub- Participant in, any Rent Assignment Contribution Note or Lessor Amount Certificate (each such assignee or Sub- Participant, a “Recipient”"TRANSFEREE") is organized under the laws of any jurisdiction other than the United States of America or any State thereof, then such Recipient Participant or Transferee, as applicable, shall (as a condition precedent to acquiring or participating in any Loan or Certificate and as a continuing obligation to Lessor and Lessee) (i) furnish to the Lessor, the Administrative Agent and the Lessee in duplicate, for each taxable year of Recipient such Participant or Transferee during the Term, a properly completed and executed copy of either Internal Revenue Service Form W-8 ECI or Internal Revenue Service Form 1001 and Internal Revenue Service Form W-8 BEN and Internal Revenue Service Form W-8 BEN or Internal Revenue Service Form W-8 or Internal Revenue Form W-9 and any additional form (or and such other form) as is necessary to claim complete exemption from United States withholding taxes on all payments hereunder, and (ii) provide to the Lessor, the Administrative Agent, the Guarantors Agent and the Lessee a new Internal Revenue Service Form W-8 ECI or Internal Revenue Service Form 1001 and Internal Revenue Service Form W-8 BEN or Internal Revenue Service Form W-8 BEN or Internal Revenue Service Form W-8 or Internal Revenue Service Form W-9 and any such additional form (or other such formany successor form or forms) upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with applicable United States laws and regulations duly executed and completed by the Lessor or Recipient, as the case may be. (b) If any Recipient is organized under the laws of any jurisdiction other than the United States or any State thereof, then the Recipient shall (i) furnish to the Lessor, the Administrative Agent, the Guarantors and the Lessee in duplicate, for each taxable year of Recipient during the Term, a properly completed and executed Internal Revenue Service Form W-8 ECI, Internal Revenue Service Form W-8 BEN-E or Internal Revenue Service Form W-8 IMY, as applicable, and any additional form (or such other form) as is necessary to benefit from complete exemption from United States withholding taxes on all payments hereunder, (ii) provide to the Lessor, the Administrative Agent, the Guarantors and the Lessee a new Internal Revenue Service Form W-8 ECI, Internal Revenue Service Form W-8 BEN-E or Internal Revenue Service Form W-8 IMY, as applicable, and any such additional form (or such other form) upon the expiration or obsolescence of any previously delivered form amendments duly executed and completed by such RecipientParticipant or Transferee, and (iii) to comply at all times from time to time with all applicable United States laws and regulations and all provisions of any applicable tax treaty with regard to such withholding tax exemption. (c) . By its acceptance of an a participation or assignment of a Participant's Note or participation in the interests, in whole or in part, of any Participant under this Participation AgreementCertificate, each assignee or Sub-Participant Transferee shall be deemed bound by the provisions set forth in this Article XII and ARTICLE XII. No Participant or Transferee that fails to represent on comply with the date it becomes a Recipient, that it is requirements of this SECTION 12.3(a) shall be entitled to complete exemption from United States the benefit of any tax indemnity for gross-up of payments in respect of withholding taxes on all payments hereunderpursuant to SECTION 13.4 OR 13.5. (db) Subject to Section 15.14 SECTION 15.13 hereof, the any Participant, Administrative Agent or any Participant Lessor may, in connection with any assignment, assignment or participation or proposed assignment or participation permitted pursuant to this Article ARTICLE XII, disclose to the Recipient assignee or participant or proposed Recipient assignee or participant any information relating to Lessee, Guarantor, their Affiliates and the LesseeLeased Property. (ec) Anything in this Article ARTICLE XII to the contrary notwithstanding, any Participant may, without the consent of the Lessee, assign and pledge all or any portion of its interest in the Rent Assignment Contributions Notes or this Participation Agreement Certificates held by it to any Federal Reserve Bank Bank, the United States Treasury or to any other financial institution as collateral security pursuant to Regulation A of the F.R.S.F.R.S. Board and any operating circular issued by the Federal Reserve System and/or the Federal Reserve Bank or otherwise, but no such assignment shall relieve any Participant of its obligations hereunder.

Withholding Taxes; Disclosure of Information; Pledge Under Regulation A. (a) If any Participant and or any assignee orof, or Sub-Participant in, any Rent Assignment Contribution or Lessor Amount (Funding each such assignee or Sub-Participant, a “RecipientTransferee”) is organized under the laws of any jurisdiction other than the United States of America or any State thereof, then such Recipient Lessor, Lender or Transferee, as applicable, shall (as a condition precedent to acquiring or participating in any Funding) (i) furnish to the Lessor, the Administrative Collateral Agent and the Lessee (unless such Participant or Transferee is unable to so furnish due to a Change in Law, first effective after such Participant or Transferee becomes a Participant or Transferee, as applicable) in duplicate, for each taxable year of Recipient such Participant or Transferee during the Term, a properly completed and executed copy of either Internal Revenue Service Form W-8 ECI or Internal Revenue Service Form W-8 BEN and Internal Revenue Service Form W-8 or Internal Revenue Service Form W-9 and any additional form (or such other form) as is necessary to claim complete exemption from United States withholding taxes on all payments hereunder, and (ii) provide to the Lessor, the Administrative Agent, the Guarantors Collateral Agent and the Lessee a new Internal Revenue Service Form W-8 ECI or Internal Revenue Service Form W-8 BEN and Internal Revenue Service Form W-8 or Internal Revenue Service Form W-9 and any such additional form (or other such formany successor form or forms) upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with applicable United States laws and regulations duly executed and completed by the Lessor or Recipient, as the case may be. (b) If any Recipient is organized under the laws of any jurisdiction other than the United States or any State thereof, then the Recipient shall (i) furnish to the Lessor, the Administrative Agent, the Guarantors and the Lessee in duplicate, for each taxable year of Recipient during the Term, a properly completed and executed Internal Revenue Service Form W-8 ECI, Internal Revenue Service Form W-8 BEN-E or Internal Revenue Service Form W-8 IMY, as applicable, and any additional form (or such other form) as is necessary to benefit from complete exemption from United States withholding taxes on all payments hereunder, (ii) provide to the Lessor, the Administrative Agent, the Guarantors and the Lessee a new Internal Revenue Service Form W-8 ECI, Internal Revenue Service Form W-8 BEN-E or Internal Revenue Service Form W-8 IMY, as applicable, and any such additional form (or such other form) upon the expiration or obsolescence of any previously delivered form amendments duly executed and completed by such RecipientParticipant or Transferee, and (iii) to comply at all times such Participant or Transferee shall beneficially own a Note or Lessor’s Interest with all applicable United States laws and regulations and all provisions of any applicable tax treaty with regard to such withholding tax exemption. exemption unless any Change in Law has occurred subsequent to the date such Participant or Transferee became a Participant or Transferee as applicable and prior to the date on which any such delivery otherwise would be required which renders such form inapplicable or which would prevent such Participant or Transferee from duly completing and delivering any such forms and such Lender or Transferee so advises the Lessee; provided, however, that if Lessor or any Participant or Transferee is not the beneficial owner of a payment, as defined in Treasury Regulation §1.1441-1(c)(6), and therefore is unable to provide a Form W-8BEN or W-8ECI, then such Person may provide (ci) one duly completed and executed copy of Internal Service Form W-8IMY (in lieu of the Form W-8BEN or W-8ECI), and all additional forms or certifications, as provided in Treasury Regulation §1.1441-1(e)(3), required to be attached to such Form W-8IMY, necessary to establish that such party is entitled to receive payments hereunder without deduction or withholding of any United States Federal income taxes, and (ii) any other form for other taxing jurisdictions confirming that such Person is exempt from withholding from such jurisdiction. By its acceptance of an a participation or assignment of a Participant’s Note or participation in the interests, in whole or in part, of any Participant under this Participation AgreementLessor’s Interest, each assignee or Sub-Participant Transferee shall be deemed bound by the provisions set forth in this Article XII XII. Notwithstanding anything to the contrary in the Operative Documents, the Lessee shall not be required to gross-up any payment for withholding taxes imposed on any Tax Indemnitee which has failed to comply with its obligations under this Section 12.3 if such compliance would have avoided such withholding taxes, and to represent on the date it becomes a Recipient, that it is Lessee shall be entitled to complete exemption withhold from United States any payments to such Tax Indemnitee under this Participation Agreement or any other Operative Document such amounts of withholding taxes on all payments hereunderas may be required by law to be withheld. (d) Subject to Section 15.14 hereof, the Administrative Agent or any Participant may, in connection with any assignment, participation or proposed assignment or participation permitted pursuant to this Article XII, disclose to the Recipient or proposed Recipient any information relating to the Lessee. (eb) Anything in this Article XII to the contrary notwithstanding, any Participant may, without the consent of the Lessee, assign and pledge all or any portion of its interest in the Rent Assignment Contributions Notes or this Participation Agreement Lessor’s Interest held by it to any Federal Reserve Bank as collateral security pursuant to Regulation A of the F.R.S.F.R.S. Board.