Common use of Without limiting the foregoing Clause in Contracts

Without limiting the foregoing. (i) Each Lender and each Agent that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “Foreign Lender”) shall, to the extent it is legally entitled to do so and if not previously delivered, deliver to the Borrower and the Administrative Agent, on or prior to the date which is ten (10) Business Days after the Closing Date (or upon accepting an assignment of an interest herein), two duly signed, properly completed copies of either IRS Form W-8BEN, IRS Form W-8ECI or W-8IMY (and any applicable attachments thereto), or any successors thereto, relating to an exemption from, or reduction of, United States withholding tax on all payments to be made to such Foreign Lender by the Borrower or any other Loan Party pursuant to this Agreement or any other Loan Document or in the case of a Foreign Lender claiming such an exemption under Section 881(c) of the Code, IRS Form W-8BEN and a certificate that establishes in writing to the Borrower and the Administrative Agent that such Foreign Lender is not (i) a “bank” as defined in Section 881(c)(3)(A) of the Code, (ii) a 10-percent stockholder within the meaning of Section 871(h)(3)(B) of the Code, or (iii) a controlled foreign corporation related to the Borrower within the meaning of Section 864(d) of the Code. Thereafter, each such Foreign Lender to the extent it is legally entitled to do so shall promptly submit to the Borrower and the Administrative Agent such additional duly completed and signed copies of one or more of such forms or certificates (or such successor forms or certificates as shall be adopted from time to time by the relevant United States taxing authorities), in each case, (1) on or before the date that any such form, certificate or other evidence expires or becomes obsolete, (2) after the occurrence of any event requiring a change in the most recent form, certificate or evidence previously delivered by it to the Borrower and the Administrative Agent and (3) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent or, in each case, promptly notify the Borrower and the Administrative Agent of its inability to do so.

Without limiting the foregoing. (i) Each Lender and each Agent that is not a “United States person” within the meaning of Person (as such term is defined in Section 7701(a)(30) of the Code Internal Revenue Code) for U.S. federal income tax purposes (each, a “Foreign Non-US Lender”) shall, to the extent it is legally entitled eligible to do so and if not previously deliveredso, deliver to the Borrower Administrative Agent and the Administrative AgentBorrower, on or prior to before the date on which is ten it becomes a Lender under this Agreement, and at such other times as may be necessary in the determination of Borrower or Administrative Agent (10) Business Days after each in the Closing Date (or upon accepting an assignment reasonable exercise of an interest hereinits discretion), two duly signedexecuted original copies of whichever of the following is applicable (i) Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8IMY or W-8ECI (or any successor forms), as applicable, properly completed copies and duly executed by such Lender, and such other documentation required under the Internal Revenue Code and reasonably requested by Borrower or Administrative Agent as will enable Borrower or Administrative Agent to determine whether such Lender is subject to deduction or withholding of either IRS Form W-8BENUnited States federal income tax with respect to any payments to such Lender of principal, IRS Form W-8ECI interest, fees or W-8IMY (and other amounts payable under any applicable attachments thereto)of the Credit Documents, or any successors thereto, relating to an exemption from, or reduction of, United States withholding tax on all payments to be made to such Foreign Lender by the Borrower or any other Loan Party pursuant to this Agreement or any other Loan Document or (ii) in the case of a Foreign Non-US Lender 58 claiming such an the benefits of the exemption for portfolio interest under Section 881(c) of the Internal Revenue Code, IRS Form W-8BEN and (x) a certificate that establishes in writing form and substance reasonably acceptable to the Borrower and the Administrative Agent to the effect that such Foreign Non-US Lender is not (i) a “bank” as defined in within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (ii) a 10-“10 percent stockholder within the meaning shareholder” of Section 871(h)(3)(B) of the Code, or (iii) a controlled foreign corporation related to the Borrower within the meaning of Section 864(d881(c)(3)(B) of the Internal Revenue Code. Thereafter, each such Foreign Lender to the extent it or a “controlled foreign corporation” that is legally entitled to do so shall promptly submit related to the Borrower for purposes of Section 881(c)(3)(C) of the Internal Revenue Code and that no payments in connection with any Credit Document are effectively connected with such Foreign Lender’s conduct of a U.S. trade or business (a “U.S. Tax Compliance Certificate”) and (y) Internal Revenue Service Form W-8BEN or Internal Revenue Service Form W-8BEN-E, as applicable. To the Administrative Agent such additional duly completed and signed extent a Non-US Lender is not the beneficial owner, executed copies of Internal Revenue Service Form W-8IMY, accompanied by Internal Revenue Service Form W-8ECI, Internal Revenue Service Form W-8BEN, Internal Revenue Service Form W-8BEN-E, a U.S. Tax Compliance Certificate, Internal Revenue Service Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Non-US Lender is a partnership (and not a participating Lender) and one or more direct or indirect partners of such forms or certificates (or Non-US Lender are claiming the portfolio interest exemption, such successor forms or certificates as shall be adopted from time to time by the relevant United States taxing authoritiesNon-US Lender may provide a U.S. Tax Compliance Certificate on behalf of such direct and indirect partner(s), in each case, (1) on or before the date that any such form, certificate or other evidence expires or becomes obsolete, (2) after the occurrence of any event requiring a change in the most recent form, certificate or evidence previously delivered by it to the Borrower and the Administrative Agent and (3) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent or, in each case, promptly notify the Borrower and the Administrative Agent of its inability to do so.

Without limiting the foregoing. (iA) Each Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Code shall deliver to the Borrower and each the Administrative Agent on or before the date on which it becomes a party to this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent) two executed copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding. (B) Each Lender that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “Foreign Lender”) shall, to the extent it is legally entitled to do so and if not previously delivered, shall deliver to the Borrower and the Administrative Agent, Agent on or prior to before the date on which it becomes a party to this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent) whichever of the following is ten applicable: (101) Business Days after the Closing Date (or upon accepting an assignment of an interest herein), two duly signed, properly completed executed copies of either IRS Form W-8BEN or IRS Form W-8BEN, IRS Form W-8ECI -E (or W-8IMY (and any applicable attachments theretosuccessor forms), or any successors theretoas applicable, relating claiming eligibility for the benefits of an income tax treaty to which the United States is a party, establishing an exemption from, or reduction of, United States U.S. federal withholding Tax (i) pursuant to the “interest” article of such tax on all treaty with respect to payments of interest under any Loan Document and (ii) pursuant to be made the “business profits” or “other income” article of such tax treaty with respect to such Foreign Lender by the Borrower any other applicable payments under any Loan Document, (2) two executed copies of IRS Form W-8ECI (or any other Loan Party pursuant to this Agreement or any other Loan Document or successor forms), (3) in the case of a Foreign Lender claiming such an the benefits of the exemption for portfolio interest under Section 871(h) or Section 881(c) of the Code, (x) two properly completed and duly signed certificates substantially in the form of Exhibit I-1, I-2, I-3 and I-4, as applicable, (any such certificate, a “U.S. Tax Compliance Certificate”) and (y) two executed copies of IRS Form W-8BEN and a certificate that establishes in writing or IRS Form W-8BEN-E (or any successor forms), as applicable, (4) to the Borrower and the Administrative Agent that such Foreign extent a Lender is not the beneficial owner (i) for example, where the Lender is a “bank” as defined in Section 881(c)(3)(Apartnership or a participating Lender), two executed copies of IRS Form W-8IMY (or any successor forms) of the CodeLender, (ii) a 10-percent stockholder within the meaning of Section 871(h)(3)(B) of the Codeaccompanied by an IRS Form W-8ECI, or (iii) a controlled foreign corporation related to the Borrower within the meaning of Section 864(d) of the Code. Thereafter, each such Foreign Lender to the extent it is legally entitled to do so shall promptly submit to the Borrower and the Administrative Agent such additional duly completed and signed copies of one or more of such forms or certificates (or such successor forms or certificates as shall be adopted from time to time by the relevant United States taxing authorities), in each case, (1) on or before the date that any such form, certificate or other evidence expires or becomes obsolete, (2) after the occurrence of any event requiring a change in the most recent form, certificate or evidence previously delivered by it to the Borrower and the Administrative Agent and (3) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent or, in each case, promptly notify the Borrower and the Administrative Agent of its inability to do so.IRS Form W-8BEN,