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

Withholding Taxes; Disclosure of Information; Pledge Under Regulation A. If any Lender (or the assignee in any Note, each a "Transferee") is organized under the laws of any jurisdiction other than the United States or any State thereof, then such Participant or Transferee, as applicable, shall (as a condition precedent to acquiring or participating in such Loan and so long as it shall be legally entitled to an exemption from withholding as a continuing Participation Agreement obligation to the Lessor and the Lessee), furnish on a timely basis to the Agent, the Lessor and the Lessee in duplicate, for each taxable year of such Lender or Transferee during the Lease Term of the Lease, a properly completed and executed copy of either Internal Revenue Service Form W-8ECI or Internal Revenue Service Form W8-BEN 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 provide on a timely basis to the Agent, the 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 any 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 and amendments duly executed and completed by such Lender or Transferee, and to comply from time to time with all applicable United States laws and regulations with regard to such withholding tax exemption. By its acceptance of a participation or assignment of a Lender's Note, each Transferee shall be deemed bound by the provisions set forth in this Section 11.

Withholding Taxes; Disclosure of Information; Pledge Under Regulation A. (a) If any Lender Participant (or the assignee of or Sub-Participant in any NoteNote or Certificate of a Participant, each a "Transferee") is organized under the laws of any jurisdiction other than the United States or any State thereof, then such Participant or Transfereethe Transferee of such Participant, as applicable, shall (as a condition precedent to acquiring or participating in such Construction Loan or Certificate and so long as it shall be legally entitled to an exemption from withholding as a continuing Participation Agreement obligation to the Lessor Certificate Trustee and the Lessee), ) (i) furnish on a timely basis to the Agent, the Lessor Certificate Trustee and the Lessee in duplicate, for each taxable year of such Lender Participant or Transferee during the Lease Term term of the Lease, a properly completed and executed copy of either Internal Revenue Service Form W-8ECI 4224 or Internal Revenue Service Form W8-BEN 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 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 Agent, the Lessor Certificate Trustee and the Lessee a new Internal Revenue Service Form W-8ECI 4224 or Internal Revenue Service Form W-8BEN 1001 and Internal Revenue Service Form W-8 or Internal Revenue Service Form W-9 and any such additional form (or any 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 and amendments duly executed and completed by such Lender Participant or Transferee, and to comply from time to time with all applicable United States laws and regulations with regard to such withholding tax exemption. By its acceptance of a participation or assignment of a LenderParticipant's NoteNote or Certificate, each Transferee shall be deemed bound by the provisions set forth in this Article XII. (b) Subject to Section 1114.13, any Participant may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Article XII, disclose to the assignee or participant or proposed assignee or participant, any information relating to the Lessee. (c) 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 the Note or Certificate held by it to any Federal Reserve Bank, the United States Treasury or to any other financial institution as collateral security pursuant to Regulation A of the Federal Reserve 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 Lender Participant (or the assignee of or Sub-Participant in any NoteNote of a Participant, each a "Transferee") is organized under the laws of any jurisdiction other than the United States or any State thereof, then such Participant or Transfereethe Transferee of such Participant, as applicable, shall (as a condition precedent to acquiring or participating in such Loan and so long as it shall be legally entitled to an exemption from withholding as a continuing Participation Agreement obligation to the Lessor and the Lessee), (i) furnish on a timely basis to the Agent, the Lessor and the Lessee in duplicate, for each taxable year of such Lender Participant or Transferee during the Lease Term of the LeaseMaster Lease with respect to the Properties, a properly completed and executed copy of either -34- 67 Internal Revenue Service Form W-8ECI 4224 or Internal Revenue Service Form W8-BEN 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 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 Agent, the Lessor and the Lessee a new Internal Revenue Service Form W-8ECI 4224 or Internal Revenue Service Form W-8BEN 1001 and Internal Revenue Service Form W-8 or Internal Revenue Service Form W-9 and any such additional form (or any 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 and amendments duly executed and completed by such Lender Participant or Transferee, and to comply from time to time with all applicable United States laws and regulations with regard to such withholding tax exemption. By its acceptance of a participation or assignment of a Lender's Note, each Transferee shall be deemed bound by the provisions set forth in this Section 11Article XII.

Withholding Taxes; Disclosure of Information; Pledge Under Regulation A. (a) If any Lender Participant (or the assignee in any Noteof or sub-participant of a Participant, each a "Transferee") is organized under the laws of any jurisdiction other than the United States or any State thereof, then such Participant or Transfereethe Transferee of such Participant, as applicable, shall (as a condition precedent to acquiring or participating in such Loan or lessor Amount and so long as it shall be legally entitled to an exemption from withholding as a continuing Participation Agreement continuing obligation to the Lessor and the Lessee), ) (i) furnish on a timely basis to the Agent, the Lessor and the Lessee in duplicate, for each taxable year of such Lender Participant or Transferee during the Lease Term term of the Lease, a properly completed and executed copy of either Internal Revenue Service Form W-8ECI 4224 or Internal Revenue Service Form W8-BEN 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 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 Agent, the Lessor and the Lessee a new Internal Revenue Service Form W-8ECI 4224 or Internal Revenue Service Form W-8BEN 1001 and Internal Revenue Service Form W-8 or Internal Revenue Service Form W-9 and any such additional form (or any 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 and amendments duly executed and completed by such Lender Participant or Transferee, and to comply from time to time with all applicable United States laws and regulations with regard to such withholding tax exemption. By its acceptance of a participation or assignment of a LenderParticipant's Note, each Transferee shall be deemed bound by the provisions set forth in this Section 11Article XII. (b) Any Participant may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Article XII, disclose to the assignee or participant or proposed assignee or participant, any information relating to the Lessee, subject to any confidentiality requirements relating to such information. (c) 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 the Notes held by it to any Federal Reserve Bank, the United States Treasury or to any other financial institution as collateral security pursuant to Regulation A of the 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 the Lessee for the benefit of the assigning or pledging Participant shall be deemed to satisfy the Lessee's obligations with respect thereto.

Withholding Taxes; Disclosure of Information; Pledge Under Regulation A. (a) If any Lender Participant (or the assignee in any Noteof or subparticipant of a Participant, each a "Transferee") is organized under the laws of any jurisdiction other than the United States or any State state thereof, then such Participant or Transfereethe Transferee of such Participant, as applicable, shall (as a condition precedent to acquiring or participating in such Loan or Certificate Holder Amount and so long as it shall be legally entitled to an exemption from withholding as a continuing Participation Agreement obligation to the Lessor Certificate Holder and the Lessee), Lender) (i) furnish on a timely basis to each of the Administrative Agent, the Lessor Agent Certificate Holder and the Lessee in duplicate, for each taxable year of such Lender Participant or Transferee during the Lease Term term of the Lease, a properly completed and executed copy of either Internal Revenue Service Form W-8ECI 4224 or Internal Revenue Service Form W8-BEN 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 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 each of the Administrative Agent, the Lessor Agent Certificate Holder and the Lessee a new Internal Revenue Service Form W-8ECI 4224 or Internal Revenue Service Form W-8BEN 1001 and Internal Revenue Service Form W-8 or Internal Revenue Service Form W-9 and any such additional form (or any 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 and amendments duly executed and completed by such Lender Participant or Transferee, and to comply from time to time with all applicable United States laws and regulations with regard to such withholding tax exemption. By its acceptance of a participation or assignment of a Lender's Notehereunder, each Transferee shall be deemed bound by the provisions set forth in this Section 11Article XII. (b) Any Participant may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Article XII, disclose to such assignee or participant or proposed assignee or participant, any information relating to Lessee, the Guarantor or the Transactions, subject to appropriate confidentiality requirements relating to such information. (c) Anything in this Article XII to the contrary notwithstanding, any Participant may without the consent of Lessee, the Administrative Agent or the Agent Certificate Holder, assign and pledge all or any portion of the Notes held by it to any Federal Reserve Bank, the United States Treasury or to any other financial institution as collateral security pursuant to Regulation A of the 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 or the Guarantor for the benefit of the assigning or pledging Participant shall be deemed to satisfy the Lessee's or the Guarantor's obligations with respect thereto.

Withholding Taxes; Disclosure of Information; Pledge Under Regulation A. (a) If any Lender Participant (or the assignee in any Noteof or sub-participant of a Participant, each a "TransfereeTRANSFEREE") is organized under the laws of any jurisdiction other than the United States or any State thereof, then such Participant or Transfereethe Transferee of such Participant, as applicable, shall (as a condition precedent to acquiring or participating in such Loan or lessor Amount and so long as it shall be legally entitled to an exemption from withholding as a continuing Participation Agreement obligation to the Lessor and the Lessee), (i) furnish on a timely basis to the Agent, the Lessor and the Lessee in duplicate, for each taxable year of such Lender Participant or Transferee during the Lease Term term of the Lease, a properly completed and executed copy of either Internal Revenue Service Form W-8ECI 4224 or Internal Revenue Service Form W8-BEN 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 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 Agent, the Lessor and the Lessee a new Internal Revenue Service Form W-8ECI 4224 or Internal Revenue Service Form W-8BEN -41- 1001 and Internal Revenue Service Form W-8 or Internal Revenue Service Form W-9 and any such additional form (or any 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 and amendments duly executed and completed by such Lender Participant or Transferee, and to comply from time to time with all applicable United States laws and regulations with regard to such withholding tax exemption. By its acceptance of a participation or assignment of a LenderParticipant's Note, each Transferee shall be deemed bound by the provisions set forth in this Section 11ARTICLE XII. (b) Any Participant may, in connection with any assignment or participation or proposed assignment or participation pursuant to this ARTICLE XII, disclose to the assignee or participant or proposed assignee or participant, any information relating to the Lessee, subject to any confidentiality requirements relating to such information. (c) 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 the Notes held by it to any Federal Reserve Bank, the United States Treasury or to any other financial institution as collateral security pursuant to Regulation A of the 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 the Lessee for the benefit of the assigning or pledging Participant shall be deemed to satisfy the Lessee's obligations with respect thereto.

Withholding Taxes; Disclosure of Information; Pledge Under Regulation A. (a) If any Lender Participant (or the assignee in any Noteof or subparticipant of a Participant, each a "Transferee") is organized under the laws of any jurisdiction other than the United States or any State state thereof, then such Participant or Transfereethe Transferee of such Participant, as applicable, shall (as a condition precedent to acquiring or participating in such Loan or Certificate Holder Amount and so long as it shall be legally entitled to an exemption from withholding as a continuing Participation Agreement obligation to the Lessor Certificate Holder and the LesseeLender), (i) furnish on a timely basis to each of the Administrative Agent, the Lessor Agent Certificate Holder and the Lessee in duplicate, for each taxable year of such Lender Participant or Transferee during the Lease Term term of the Lease, a properly completed and executed copy of either Internal Revenue Service Form W-8ECI 4224 or Internal Revenue Service Form W8-BEN 1001 and Internal Revenue Service Form W-8 or Internal Revenue Service Form W-9 -44- 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 each of the Administrative Agent, the Lessor Agent Certificate Holder and the Lessee a new Internal Revenue Service Form W-8ECI 4224 or Internal Revenue Service Form W-8BEN 1001 and Internal Revenue Service Form W-8 or Internal Revenue Service Form W-9 and any such additional form (or any 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 and amendments duly executed and completed by such Lender Participant or Transferee, and to comply from time to time with all applicable United States laws and regulations with regard to such withholding tax exemption. By its acceptance of a participation or assignment of a Lender's Notehereunder, each Transferee shall be deemed bound by the provisions set forth in this Section 11Article XII. (b) Any Participant may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Article XII, disclose to such assignee or participant or proposed assignee or participant, any information relating to Lessee, any Guarantor or the Transactions, subject to appropriate confidentiality requirements relating to such information. (c) Anything in this Article XII to the contrary notwithstanding, any Participant may without the consent of Lessee, the Administrative Agent or the Agent Certificate Holder, assign and pledge all or any portion of the Notes held by it to any Federal Reserve Bank, the United States Treasury or to any other financial institution as collateral security pursuant to Regulation A of the 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 or any Guarantor for the benefit of the assigning or pledging Participant shall be deemed to satisfy the Lessee's or the Guarantors' obligations with respect thereto.

Withholding Taxes; Disclosure of Information; Pledge Under Regulation A. (a) If any Lender Participant (or the assignee in any Noteof or subparticipant of a Participant, each a "Transferee") is organized under the laws of any jurisdiction other than the United States or any State thereof, then such Participant or Transfereethe Transferee of such Participant, as applicable, shall (as a condition precedent to acquiring or participating in such Loan or Lessor Amount and so long as it shall be legally entitled to an exemption from withholding as a continuing Participation Agreement obligation to the Lessor and the LesseeLender), (i) furnish on a timely basis to each of the Administrative Agent, the Agent Lessor and the Lessee in duplicate, for each taxable year of such Lender Participant or Transferee during the Lease Term term of the Lease, a properly completed and executed copy of either Internal Revenue Service Form W-8ECI 4224 or Internal Revenue Service Form W8-BEN or Internal Revenue Service Form W-9 1001 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 each of the Administrative Agent, the Agent Lessor and the Lessee a new Internal Revenue Service Form W-8ECI 4224 or Internal Revenue Service Form W-8BEN or Internal Revenue Service Form W-9 1001 and any such additional form (or any 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 and amendments duly executed and completed by such Lender Participant or Transferee, and to comply from time to time with all applicable United States laws and regulations with regard to such withholding tax exemption. By its acceptance of a participation or assignment of a Lender's Notehereunder, each Transferee shall be deemed bound by the provisions set forth in this Article XII. (b) Any Participant may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Article XII, disclose to such assignee or participant or proposed assignee or participant, any information relating to Lessee, Guarantor or the Transactions, subject to appropriate confidentiality requirements relating to such information. (c) Anything in this Article XII to the contrary notwithstanding, any Participant may without the consent of Lessee or Guarantor, the Administrative Agent or the Agent Lessor, assign and pledge all or any portion of the Notes held by it to any Federal Reserve Bank, the United States Treasury or to any other financial institution as collateral security pursuant to Regulation A of the 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 or Guarantor for the benefit of the assigning or pledging Participant shall be deemed to satisfy such Lessee's or Guarantor's obligations with respect thereto. (d) If any Participant determines, as a result of any change in Applicable Law, regulation or treaty, or in any official application or interpretation thereof, that it is unable to submit any form or certificate that such Participant is obligated to submit pursuant to subsection (a) of this Section 1112.3 or that such Participant is required to withdraw or cancel any such form or certificate previously submitted or any such form or certificate otherwise becomes ineffective or inaccurate, such Participant shall promptly notify the Lessee, Agent Lessor and the Administrative Agent of such fact and such Participant shall to that extent not be obligated to provide any such form or certificate and will be entitled to withdraw or cancel any affected form or certificate, as applicable. In the event any Participant so notifies the Lessee, Agent Lessor and the Administrative Agent, such Participant agrees that it will at any time thereafter at the request of the Lessee assign its Notes and/or Lessor Amounts and rights and obligations hereunder to another lender or lessor as the case may be designated by the Lessee and approved by the Administrative Agent and the Agent Lessor (which approvals will not be unreasonably withheld) under and pursuant to Section 12.1 hereof (except that the assignment and retention minimums shall not apply) upon payment to it of the amount of principal and accrued and unpaid interest and fees owing it as of the date such assignment becomes effective.