Common use of Lender Tax Forms Clause in Contracts

Lender Tax Forms. On or prior to the Agreement Date, and prior to the date on which any Person becomes a Lender hereunder, and from time to time thereafter if required by Applicable Law due to a change in circumstances or if reasonably requested by the Borrower or the Administrative Agent (unless such Lender is unable to do so by reasons of change in Applicable Law), each Lender organized under the laws of a jurisdiction outside the United States shall provide the Administrative Agent and the Borrower with (i) an accurate and duly completed United States Internal Revenue Service Form 4224 or Form 1001, as the case may be, and Form W-8 or Form W-9, as the case may be, or other applicable or successor form, certificate or document prescribed by the United States Internal Revenue Service certifying as to such Lender's entitlement to full exemption from United States withholding tax with respect to all payments to be made to such Lender hereunder or under any Note or other Loan Document, or, (ii) in the case of a Lender that is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form 1001 or 4224 pursuant to clause (i) above, (A) an accurate and duly completed United States Internal Revenue Service Form W-8, or other applicable or successor form, certificate or document prescribed by the United States Internal Revenue Service certifying to such Lender's foreign status and (B) a certificate certifying to such Lender's entitlement to a complete exemption from United States withholding tax with respect to all payments hereunder or under any Note or other Loan Document. In the event that the Borrower withholds a portion of any payment hereunder or under any Note or other Loan Document in accordance with this Section 2.13, the Borrower shall provide evidence that such taxes of any nature whatsoever in respect of this Agreement, any Loan or any Note or other Loan Document shall have been paid to the appropriate taxing authorities by delivery to the Lender on whose account such payment was made of the official tax receipts or notarized copies of such receipts within thirty (30) days after payment of such tax. If the Borrower fails to make any such payment when due, the Borrower shall indemnify the Lenders for any incremental taxes, interest or penalties that may become payable by any Lender as a result of any such failure. For any period with respect to which a Lender has failed to provide the Borrower with the appropriate form described above (other than if such failure is due to a change in Applicable Law occurring subsequent to the date on which a form originally was required to be provided), such Lender shall not be entitled to indemnification with respect to withholding taxes imposed by the United States and the Borrower shall be allowed to deduct from payments to such Lender hereunder and under any Note or other Loan Document, the amount of any such withholding taxes paid by the Borrower.

Lender Tax Forms. On or prior to the Agreement Date, first Payment Date hereunder and on or prior to the date on which any Person becomes a Lender hereunder, and from time to time thereafter if required by Applicable Law due to a change in circumstances or if reasonably requested by the Borrower or the Administrative Agent (unless such Lender is unable to do so by reasons first Business Day of change in Applicable Law)each calendar year thereafter, each Lender which is organized under the laws of in a jurisdiction outside other than the United States or a political subdivision thereof shall provide each of the Administrative Agent and the Borrower Borrowers with either (ia) an accurate and duly completed United States two (2) properly executed originals of Form W-8ECI or W-8BEN (or any successor forms) prescribed by the Internal Revenue Service or other documents satisfactory to the Borrowers and the Administrative Agent, or if delivered on or before December 31, 2000, Form 4224 or Form 1001, as 1001 prescribed by the case may be, Internal Revenue Service and properly executed Internal Revenue Service Form W-8 or Form W-9, as the case may be, or other applicable or successor form, certificate or document prescribed by the United States Internal Revenue Service in any case certifying (i) as to such Lender's entitlement to full status for purposes of determining exemption from United States withholding tax taxes with respect to all payments to be made to such Lender hereunder or under any Note or other Loan Document, or, (ii) in the case of that all payments to be made to such Lender hereunder are subject to such taxes at a rate reduced to zero by an applicable tax treaty, or (b)(i) a certificate executed by such Lender certifying that such Lender is not a "bank" within and that such Lender qualifies for the meaning of portfolio interest exemption under Section 881(c)(3)(A881(c) of the Code Code, and cannot deliver either (ii) two (2) properly executed originals of Internal Revenue Service Form 1001 W-8BEN (or 4224 pursuant to clause (i) aboveany successor form), (A) an accurate and duly completed United States or if delivered on or before December 31, 2000, Internal Revenue Service Form W-8, or other applicable or successor form, certificate or document prescribed by the United States Internal Revenue Service in each case certifying to such Lender's foreign status and (B) a certificate certifying to such Lender's entitlement to a complete an exemption from United States withholding tax with respect to all payments hereunder or of interest to be made under any Note or other Loan Document. In the event that the Borrower withholds a portion of any payment hereunder or under any Note or other Loan Document in accordance with this Section 2.13, the Borrower shall provide evidence that such taxes of any nature whatsoever in respect of this Agreement, any Loan or any Note or other Loan Document shall have been paid to the appropriate taxing authorities by delivery to the . Each such Lender on whose account such payment was made of the official tax receipts or notarized copies of such receipts within thirty (30) days after payment of such tax. If the Borrower fails to make any such payment when due, the Borrower shall indemnify the Lenders for any incremental taxes, interest or penalties that may become payable by any Lender as a result of any such failure. For any period with respect to which a Lender has failed agrees to provide the Borrower Administrative Agent and the Borrowers with new forms prescribed by the appropriate form described above (other than if such failure is due to Internal Revenue Service upon the expiration or obsolescence of any previously delivered form, or after the occurrence of any event requiring a change in Applicable Law occurring subsequent the most recent forms delivered by it to the date on which a form originally was required to be provided), such Lender shall not be entitled to indemnification with respect to withholding taxes imposed by the United States Administrative Agent and the Borrower shall be allowed to deduct from payments to such Lender hereunder and under any Note or other Loan Document, the amount of any such withholding taxes paid by the BorrowerBorrowers.

Lender Tax Forms. On or prior to the Agreement Closing Date, and prior to the date on which any Person becomes a Lender Lender, Issuing Bank or Administrative Agent hereunder, and from time to time thereafter if required by Applicable Law due to a change in circumstances or if as reasonably requested by the Borrower or the Administrative Agent (unless such Lender is unable not legally entitled to do so by reasons of change in Applicable Lawso), each Lender organized under the laws of a jurisdiction outside the United States Lender, Administrative Agent, and Issuing Bank shall provide the Administrative Agent and the Borrower with (i) an accurate and duly such properly completed United States Internal Revenue Service Form 4224 documentation reasonably requested by the Administrative Agent or Form 1001, as the case may be, and Form W-8 Borrower or Form W-9, as the case may be, or other applicable or successor form, certificate or document prescribed by the United States Internal Revenue Service certifying Applicable Law as to such Lender's entitlement to full exemption from United States withholding tax with respect to all payments to be made to such Lender hereunder or under will permit any Note or other Loan Document, or, (ii) in the case of a Lender that is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form 1001 or 4224 pursuant to clause (i) above, (A) an accurate and duly completed United States Internal Revenue Service Form W-8, or other applicable or successor form, certificate or document prescribed by the United States Internal Revenue Service certifying to such Lender's foreign status and (B) a certificate certifying to such Lender's entitlement to a complete exemption from United States withholding tax with respect to all payments hereunder or under any Note or other Loan DocumentDocument to be made without or at a reduced rate of withholding. In the event that addition, any Lender, if reasonably requested by the Borrower withholds a portion of any payment hereunder or under any Note the Administrative Agent, shall deliver such other documentation prescribed by Applicable Law or other Loan Document reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in accordance with this Section 2.13the preceding two sentences, the Borrower shall provide evidence that such taxes of any nature whatsoever in respect of this Agreementcompletion, any Loan or any Note or other Loan Document shall have been paid to the appropriate taxing authorities by delivery to the Lender on whose account such payment was made of the official tax receipts or notarized copies execution and submission of such receipts within thirty (30) days after payment of such tax. If the Borrower fails to make any such payment when due, the Borrower shall indemnify the Lenders for any incremental taxes, interest or penalties that may become payable by any Lender as a result of any such failure. For any period with respect to which a Lender has failed to provide the Borrower with the appropriate form described above documentation (other than if such failure is due to a change documentation set forth in Applicable Law occurring subsequent to the date on which a form originally was required to be providedSection 2.14(a)(i), such Lender (a)(ii) and (a)(iv) below) shall not be entitled required if in the Lender’s, Administrative Agent’s, or Issuing Bank’s (as applicable) reasonable judgment such completion, execution or submission would subject such Lender, Administrative Agent, or Issuing Bank to indemnification with respect to withholding taxes imposed by any material unreimbursed cost or expense or would materially prejudice the United States and the Borrower shall be allowed to deduct from payments to legal or commercial position of such Lender hereunder and under any Note Lender, Administrative Agent, or other Loan DocumentIssuing Bank. For purposes of this Section 2.14, the amount of any such withholding taxes paid by the Borrowerterm “Applicable Law” includes FATCA.

Lender Tax Forms. On or prior to the Agreement ClosingRestatement Effective Date, and prior to the date on which any Person becomes a Lender Lender, an Issuing Bank or Administrative Agent hereunder, and from time to time thereafter if required by Applicable Law due to a change in circumstances or if as reasonably requested by the Borrower or the Administrative Agent (unless such Lender is unable not legally entitled to do so by reasons of change in Applicable Lawso), each Lender organized under the laws of a jurisdiction outside the United States Lender, Administrative Agent, and each Issuing Bank shall provide the Administrative Agent and the Borrower with (i) an accurate and duly such properly completed United States Internal Revenue Service Form 4224 documentation reasonably requested by the Administrative Agent or Form 1001, as the case may be, and Form W-8 Borrower or Form W-9, as the case may be, or other applicable or successor form, certificate or document prescribed by the United States Internal Revenue Service certifying Applicable Law as to such Lender's entitlement to full exemption from United States withholding tax with respect to all payments to be made to such Lender hereunder or under will permit any Note or other Loan Document, or, (ii) in the case of a Lender that is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form 1001 or 4224 pursuant to clause (i) above, (A) an accurate and duly completed United States Internal Revenue Service Form W-8, or other applicable or successor form, certificate or document prescribed by the United States Internal Revenue Service certifying to such Lender's foreign status and (B) a certificate certifying to such Lender's entitlement to a complete exemption from United States withholding tax with respect to all payments hereunder or under any Note or other Loan DocumentDocument to be made without or at a reduced rate of withholding. In the event that addition, any Lender, if reasonably requested by the Borrower withholds a portion of any payment hereunder or under any Note the Administrative Agent, shall deliver such other documentation prescribed by Applicable Law or other Loan Document reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in accordance with this Section 2.13the preceding two sentences, the Borrower shall provide evidence that such taxes of any nature whatsoever in respect of this Agreementcompletion, any Loan or any Note or other Loan Document shall have been paid to the appropriate taxing authorities by delivery to the Lender on whose account such payment was made of the official tax receipts or notarized copies execution and submission of such receipts within thirty (30) days after payment of such tax. If the Borrower fails to make any such payment when due, the Borrower shall indemnify the Lenders for any incremental taxes, interest or penalties that may become payable by any Lender as a result of any such failure. For any period with respect to which a Lender has failed to provide the Borrower with the appropriate form described above documentation (other than if such failure is due to a change documentation set forth in Applicable Law occurring subsequent to the date on which a form originally was required to be providedSection 2.14(a)(i), such Lender (a)(ii) and (a)(iv) below) shall not be entitled required if in the Lender’s, Administrative Agent’s, or Issuing Bank’s (as applicable) reasonable judgment such completion, execution or submission would subject such Lender, Administrative Agent, or such Issuing Bank to indemnification with respect to withholding taxes imposed by any material unreimbursed cost or expense or would materially prejudice the United States and the Borrower shall be allowed to deduct from payments to legal or commercial position of such Lender hereunder and under any Note Lender, Administrative Agent, or other Loan Documentsuch Issuing Bank. For purposes of this Section 2.14, the amount of any such withholding taxes paid by the Borrowerterm “Applicable Law” includes FATCA.

Lender Tax Forms. On or prior to the Agreement Date, Date and ---------------- on or prior to the date on which any Person becomes a Lender hereunder, and from time to time thereafter if required by Applicable Law due to a change in circumstances or if reasonably requested by the Borrower or the Administrative Agent (unless such Lender is unable to do so by reasons first Business Day of change in Applicable Law)each fiscal year thereafter, each Lender which is organized under the laws of in a jurisdiction outside other than the United States shall provide the Administrative Agent and the Borrower with two properly executed original Forms 4224 and 1001 (ior any successor forms) an accurate and duly completed United States prescribed by the Internal Revenue Service Form 4224 or Form 1001, as other documents satisfactory to the case may beBorrower and the Administrative Agent, and Form properly executed Internal Revenue Service Forms W-8 or Form W-9, as the case may be, or other applicable or successor form, certificate or document prescribed by the United States Internal Revenue Service certifying as to that such Lender's entitlement to full exemption Lender is exempt from United States withholding tax with respect to all payments to be made to under this Agreement and under any Note. Each such Lender hereunder or under any Note or other Loan Document, or, (ii) in agrees to provide the case of a Lender that is not a "bank" within Administrative Agent and the meaning of Section 881(c)(3)(A) of Borrower with new forms prescribed by the Code and cannot deliver either Internal Revenue Service Form 1001 upon the expiration or 4224 pursuant to clause (i) above, (A) an accurate and duly completed United States Internal Revenue Service Form W-8obsolescence of any previously delivered form, or other applicable or successor form, certificate or document prescribed by after the United States Internal Revenue Service certifying to such Lender's foreign status and (B) a certificate certifying to such Lender's entitlement to a complete exemption from United States withholding tax with respect to all payments hereunder or under any Note or other Loan Document. In the event that the Borrower withholds a portion occurrence of any payment hereunder or under any Note or other Loan Document event requiring a change in accordance with this the most recent forms delivered by it to the Administrative Agent and the Borrower. Notwithstanding anything to the contrary in Section 2.132.9(b), the Borrower shall provide evidence that such taxes of any nature whatsoever in respect of this Agreementbe entitled, any Loan or any Note or other Loan Document shall have been paid to the appropriate taxing authorities by delivery to the Lender on whose account such payment was made of the official tax receipts or notarized copies of such receipts within thirty (30) days after payment of such tax. If the Borrower fails to make any such payment when due, the Borrower shall indemnify the Lenders for any incremental taxes, interest or penalties that may become payable by any Lender as a result of any such failure. For any period with respect to which a Lender has failed to provide the Borrower with the appropriate form described above (other than if such failure extent it is due to a change in Applicable Law occurring subsequent to the date on which a form originally was required to be provided)do so by law, such Lender shall not be entitled to indemnification with respect to withholding deduct or withhold taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, fees or other amounts payable hereunder or under any Note (without any obligation to pay the respective Lender additional amounts with respect thereto) for the account of any Lender which is not organized under the laws of the United States and which has not provided to the Administrative Agent and the Borrower shall be allowed to deduct from payments to such Lender hereunder and under any Note or other Loan Documentthe forms required by this Section 2.13. Notwithstanding the previous sentence, the amount Borrower agrees to indemnify each Lender which is not organized under the laws of the United States in respect of amounts deducted or withheld by it as described in the previous sentence as a result of any such changes after the date hereof in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding taxes paid by the Borrowerof taxes.

Lender Tax Forms. On or prior to the Agreement Date, and prior to the date on which any Person becomes a Lender hereunder, and from time to time thereafter if required by Applicable Law due to a change in circumstances or if reasonably requested by the Borrower or the Administrative Agent (unless such Lender is unable to do so by reasons of change in Applicable Law), each Lender organized under the laws of a jurisdiction outside the United States shall provide the Administrative Agent and the Borrower with (i) an accurate and duly completed United States Internal Revenue Service Form 4224 or W-8ECI, Form 1001, as the case may be, and Form W-8 W-8BEN or Form W-9, as the case may be, or other applicable or successor form, certificate or document prescribed by the United States Internal Revenue Service certifying as to such Lender's ’s entitlement to full exemption from United States withholding tax with respect to all payments to be made to such Lender hereunder or under any Note or other Loan Document, or, (ii) in the case of a Lender that is not a "“bank" ” within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form 1001 or 4224 pursuant to clause (i) aboveCode, (A) an accurate and duly completed United States Internal Revenue Service Form W-8W-8ECI or Form W-8BEN, or other applicable or successor form, certificate or document prescribed by the United States Internal Revenue Service certifying to such Lender's ’s foreign status and (B) a certificate certifying to such Lender's ’s entitlement to a complete exemption from United States withholding tax with respect to all payments hereunder or under any Note or other Loan Document. In the event that the Borrower withholds a portion of any payment hereunder or under any Note or other Loan Document in accordance with this Section 2.13respect of Taxes, the Borrower shall provide evidence that such taxes of any nature whatsoever in respect of this Agreement, any Loan or any Note or other Loan Document shall have been paid to the appropriate taxing authorities by delivery to the Lender on whose account such payment was made of the official tax receipts or notarized copies of such receipts (or such other evidence of payment as may be reasonably acceptable to such Lender) within thirty (30) days after payment of such tax. If the Borrower fails to make any such payment when due, the Borrower shall indemnify the Lenders for any incremental taxes, interest or penalties that may become payable by any Lender as a result of any such failurefailure unless such failure results from such Lender’s failure to comply with this Section 2.13. For any period with respect to which a Lender has failed to provide the Borrower with the appropriate form described above (other than if such failure is due to a change in Applicable Law occurring subsequent to the date on which a form originally was required to be provided), such Lender shall not be entitled to indemnification with respect to withholding taxes imposed by the United States and the Borrower shall be allowed to deduct from payments to such Lender hereunder and under any Note or other Loan Document, the amount of any such withholding taxes paid by the Borrower.

Lender Tax Forms. On or prior to the Agreement Date, first Payment Date hereunder and on or prior to the date on which any Person becomes a Lender hereunder, and from time to time thereafter if required by Applicable Law due to a change in circumstances or if reasonably requested by the Borrower or the Administrative Agent (unless such Lender is unable to do so by reasons first Business Day of change in Applicable Law)each calendar year thereafter, each Lender which is organized under the laws of in a jurisdiction outside other than the United States or a political subdivision thereof shall provide each of the Administrative Agent and the Borrower with either (ia) an accurate and duly completed United States two (2) properly executed originals of Form W-8ECI or Form W-8BEN (or any successor forms) prescribed by the Internal Revenue Service or other documents satisfactory to the Borrower and the Administrative Agent, or if delivered on or before December 31, 2000, Form 4224 or Form 1001, as 1001 prescribed by the case may be, Internal Revenue Service and properly executed Internal Revenue Service Form W-8 or Form W-9, as the case may be, or other applicable or successor form, certificate or document prescribed by the United States Internal Revenue Service certifying (i) as to such Lender's entitlement to full status for purposes of determining exemption from United States withholding tax taxes with respect to all payments to be made to such Lender hereunder or and under any Note Notes or other Loan Document, or, (ii) in the case of that all payments to be made to such Lender hereunder and under any Notes are subject to such taxes at a rate reduced to zero by an applicable tax treaty, or (b)(i) a certificate executed by such Lender certifying that such Lender is not a "bank" within and that such Lender qualifies for the meaning of portfolio interest exemption under Section 881(c)(3)(A881(c) of the Code Code, and cannot deliver either (ii) two (2) properly executed originals of Internal Revenue Service Form 1001 W-8BEN (or 4224 pursuant to clause (iany successor form) aboveor if delivered on or before December 31, (A) an accurate and duly completed United States 2000, Internal Revenue Service Form W-8, or other applicable or successor form, certificate or document prescribed by the United States Internal Revenue Service in each case certifying to such Lender's foreign status and (B) a certificate certifying to such Lender's entitlement to a complete an exemption from United States withholding tax with respect to all payments hereunder or of interest to be made under any Note or other Loan Document. In the event that the Borrower withholds a portion of any payment hereunder or under any Note or other Loan Document in accordance with this Section 2.13, the Borrower shall provide evidence that such taxes of any nature whatsoever in respect of this Agreement, any Loan or any Note or other Loan Document shall have been paid to the appropriate taxing authorities by delivery to the . Each such Lender on whose account such payment was made of the official tax receipts or notarized copies of such receipts within thirty (30) days after payment of such tax. If the Borrower fails to make any such payment when due, the Borrower shall indemnify the Lenders for any incremental taxes, interest or penalties that may become payable by any Lender as a result of any such failure. For any period with respect to which a Lender has failed agrees to provide the Administrative Agent and the Borrower with new forms prescribed by the appropriate form described above (other than if such failure is due to Internal Revenue Service upon the expiration or obsolescence of any previously delivered form, or after the occurrence of any event requiring a change in Applicable Law occurring subsequent the most recent forms delivered by it to the date on which a form originally was required to be provided), such Lender shall not be entitled to indemnification with respect to withholding taxes imposed by the United States Administrative Agent and the Borrower shall be allowed to deduct from payments to such Lender hereunder and under any Note or other Loan Document, the amount of any such withholding taxes paid by the Borrower.

Lender Tax Forms. On or prior to the Agreement Date, and prior to the date on which any Person becomes a Lender hereunder, and from time to time thereafter if required by Applicable Law due to a change in circumstances or if reasonably requested by the Borrower or the Administrative Agent (unless such Lender is unable to do so by reasons of change in Applicable Law), each Lender organized under the laws of a jurisdiction outside the United States shall provide the Administrative Agent and the Borrower with (i) an accurate and duly completed United States Internal Revenue Service Form 4224 or Form 1001, as the case may be, and Form W-8 W-8BEN, W-8ECI or Form W-9, as the case may be, or other applicable or successor formox xxxxxxxxx xxrm, certificate or document prescribed by the United States Internal Revenue Service certifying as to such Lender's entitlement to full exemption from United States withholding tax with respect to all payments to be made to such Lender hereunder or under any Note or other Loan Document, or, (ii) in the case of a Lender that is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form 1001 or 4224 pursuant to clause (i) above, (A) an accurate and duly completed United States Internal Revenue Service Form W-8W-8BEN, W-8ECI, or other applicable or successor form, certificate or document prescribed by the United States Internal Revenue Service certifying to such Lender's foreign status and (B) a certificate certifying to such Lender's entitlement to a complete exemption from United States withholding tax with respect to all payments hereunder or under any Note or other Loan Document. In the event that the Borrower withholds a portion of any payment hereunder or under any Note or other Loan Document in accordance with this Section 2.13, the Borrower shall provide evidence that such taxes of any nature whatsoever in respect of this Agreement, any Loan or any Note or other Loan Document shall have been paid to the appropriate taxing authorities by delivery to the Lender on whose account such payment was made of the official tax receipts or notarized copies of such receipts within thirty (30) days after payment of such tax. If the Borrower fails to make any such payment when due, the Borrower shall indemnify the Lenders for any incremental taxes, interest or penalties that may become payable by any Lender as a result of any such failure. For any period with respect to which a Lender has failed to provide the Borrower with the appropriate form described above (other than if such failure is due to a change in Applicable Law occurring subsequent to the date on which a form originally was required to be provided), such Lender shall not be entitled to indemnification with respect to withholding taxes imposed by the United States and the Borrower shall be allowed to deduct from payments to such Lender hereunder and under any Note or other Loan Document, the amount of any such withholding taxes paid by the Borrower.

Lender Tax Forms. On or prior to the Agreement DateDate and, and to ---------------- the extent permitted by applicable U.S. Federal law, on or prior to the date on which any Person becomes a Lender hereunder, and from time to time thereafter if required by Applicable Law due to a change in circumstances or if reasonably requested by the Borrower or the Administrative Agent (unless such Lender is unable to do so by reasons first Business Day of change in Applicable Law)each calendar year thereafter, each Lender which is organized under the laws of in a jurisdiction outside other than the United States shall provide each of the Administrative Agent and the Borrower Borrowers (a), if such Lender is a "bank" under Section 881(c)(3)(A) of the Code, with a properly executed originals of Forms 4224 or 1001 (ior any successor form) an accurate and duly completed United States prescribed by the Internal Revenue Service Form 4224 or Form 1001, as other documents satisfactory to the case may beBorrowers and the Administrative Agent, and Form properly executed Internal Revenue Service Forms W-8 or Form W-9, as the case may be, or other applicable or successor form, certificate or document prescribed by the United States Internal Revenue Service certifying (i) as to such Lender's entitlement to full status for purposes of determining exemption from United States withholding tax taxes with respect to all payments to be made to such Lender hereunder and under the Notes or under any Note or other Loan Document, or, (ii) in that all payments to be made to such Lender hereunder and under the case of Notes are subject to such taxes at a rate reduced to zero by an applicable tax treaty, or (b), if such Lender that is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form 1001 intends to claim exemption from U.S. Federal withholding tax under Section 871(h) or 4224 pursuant 881(c) of the Code with respect to clause (i) abovepayments of "portfolio interest", (A) an accurate and duly completed United States Internal Revenue Service a Form W-8, or other any subsequent versions thereof or successors thereto (and, if such Lender delivers a Form W-8, a certificate representing that such Lender is not a bank for purposes of Section 881(c) of the Code, is not a ten-percent (10%) shareholder (within the meaning of Section 871(h)(3)(B) of the Code and is not a controlled foreign corporation related to the Borrowers (within the meaning of Section 864(d)(4) of the Code)), properly completed and duly executed by such Lender, indicating that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes as permitted by the Code. To the extent permitted by applicable or successor formU.S. Federal law, certificate or document each such Lender agrees to provide the Administrative Agent and the Borrowers with new forms prescribed by the United States Internal Revenue Service certifying to such Lender's foreign status and (B) a certificate certifying to such Lender's entitlement to a complete exemption from United States withholding tax with respect to all payments hereunder upon the expiration or under any Note or other Loan Document. In the event that the Borrower withholds a portion obsolescence of any payment hereunder previously delivered form, or under any Note or other Loan Document in accordance with this Section 2.13, after the Borrower shall provide evidence that such taxes occurrence of any nature whatsoever in respect of this Agreement, any Loan or any Note or other Loan Document shall have been paid to the appropriate taxing authorities by delivery to the Lender on whose account such payment was made of the official tax receipts or notarized copies of such receipts within thirty (30) days after payment of such tax. If the Borrower fails to make any such payment when due, the Borrower shall indemnify the Lenders for any incremental taxes, interest or penalties that may become payable by any Lender as a result of any such failure. For any period with respect to which a Lender has failed to provide the Borrower with the appropriate form described above (other than if such failure is due to event requiring a change in Applicable Law occurring subsequent the most recent forms delivered by it to the date on which a form originally was required to be provided), such Lender shall not be entitled to indemnification with respect to withholding taxes imposed by the United States Administrative Agent and the Borrower shall be allowed to deduct from payments to such Lender hereunder and under any Note or other Loan Document, the amount of any such withholding taxes paid by the BorrowerBorrowers.

Lender Tax Forms. On or prior to the Agreement Date, and prior to the date on which any Person becomes a Lender hereunder, and from time to time thereafter if required by Applicable Law due to a change in circumstances or if reasonably requested by the Borrower or the Administrative Agent (unless such Lender is unable to do so by reasons of change in Applicable Law), each Lender organized under the laws of a jurisdiction outside the United States shall provide the Administrative Agent and the Borrower with (i) an accurate and duly completed United States Internal Revenue Service Form 4224 or Form 1001X-0XXX, as the case may be, and Form W-8 X-0XXX or Form W-9, as the case may be, or other applicable or successor form, certificate or document prescribed by the United States Internal Revenue Service certifying as to such Lender's entitlement to full exemption from United States withholding tax with respect to all payments to be made to such Lender hereunder or under any Note or other Loan Document, or, (ii) in the case of a Lender that is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form 1001 or 4224 pursuant to clause (i) above, (A) an accurate and duly completed United States Internal Revenue Service Form W-8W-8BEN, W-8ECI, or other applicable or successor form, certificate or document prescribed by the United States Internal Revenue Service certifying to such Lender's foreign status and (B) a certificate certifying to such Lender's entitlement to a complete exemption from United States withholding tax with respect to all payments hereunder or under any Note or other Loan Document. In the event that the Borrower withholds a portion of any payment hereunder or under any Note or other Loan Document in accordance with this Section 2.13, the Borrower shall provide evidence that such taxes of any nature whatsoever in respect of this Agreement, any Loan or any Note or other Loan Document shall have been paid to the appropriate taxing authorities by delivery to the Lender on whose account such payment was made of the official tax receipts or notarized copies of such receipts within thirty (30) days after payment of such tax. If the Borrower fails to make any such payment when due, the Borrower shall indemnify the Lenders for any incremental taxes, interest or penalties that may become payable by any Lender as a result of any such failure. For any period with respect to which a Lender has failed to provide the Borrower with the appropriate form described above (other than if such failure is due to a change in Applicable Law occurring subsequent to the date on which a form originally was required to be provided), such Lender shall not be entitled to indemnification with respect to withholding taxes imposed by the United States and the Borrower shall be allowed to deduct from payments to such Lender hereunder and under any Note or other Loan Document, the amount of any such withholding taxes paid by the Borrower.

Lender Tax Forms. On or prior to the date such party becomes a "Lender" party to this Agreement Date, and on or prior to the date on which any Person becomes a Lender hereunder, and from time to time thereafter if required by Applicable Law due to a change in circumstances or if reasonably requested by the Borrower or the Administrative Agent (unless such Lender is unable to do so by reasons first Business Day of change in Applicable Law)each calendar year thereafter, each Lender that is organized under the laws of in a jurisdiction outside other than the United States or any state thereof shall provide each of the Administrative Agent and the Borrower with either (ia) an accurate and duly completed United States Internal Revenue Service two (2) properly executed originals of Form 4224 or Form 1001, as 1001 (or any successor forms) prescribed by the case may beInternal Revenue Service or other documents satisfactory to the Borrower and the Administrative Agent, and properly executed Internal Revenue service Form W-8 or Form W-9, as the case may be, or other applicable or successor form, certificate or document prescribed by the United States Internal Revenue Service certifying (i) as to such Lender's entitlement to full status for purposes of determining exemption from United States withholding tax taxes with respect to all payments to be made to such Lender hereunder and under the Notes or under any Note or other Loan Document, or, (ii) in that all payments to be made to such Lender hereunder and under the case of Notes are subject to such taxes at a rate reduced to zero by an applicable tax treaty, or (b) (i) a certificate executed by such Lender certifying that such Lender is not a "bank" within and that such Lender qualifies for the meaning of Section 881(c)(3)(Aportfolio interest exemption under 881(c) of the Internal Revenue Code of 1986, as amended, and cannot deliver either (ii) two (2) properly executed originals of Internal Revenue Service Form 1001 W-8 (or 4224 pursuant to clause (i) above, (A) an accurate and duly completed United States Internal Revenue Service Form W-8, or other applicable or any successor form, certificate or document ) prescribed by the United States Internal Revenue Service certifying to such Lender's foreign status and (B) a certificate certifying to such Lender's entitlement to a complete an exemption from United States withholding tax with respect to all payments hereunder or of interest to be made under this Agreement and under any Note or other Loan DocumentNote. In the event that the Borrower withholds a portion of any payment hereunder or under any Note or other Loan Document in accordance with this Section 2.13, the Borrower shall provide evidence that Each such taxes of any nature whatsoever in respect of this Agreement, any Loan or any Note or other Loan Document shall have been paid to the appropriate taxing authorities by delivery to the Lender on whose account such payment was made of the official tax receipts or notarized copies of such receipts within thirty (30) days after payment of such tax. If the Borrower fails to make any such payment when due, the Borrower shall indemnify the Lenders for any incremental taxes, interest or penalties that may become payable by any Lender as a result of any such failure. For any period with respect to which a Lender has failed agrees to provide the Administrative Agent and the Borrower with new forms to the appropriate form described above (other than if such failure is due to same effect prescribed by the Internal Revenue Service upon the expiration or obsolescence of any previously delivered form, or after the occurrence of any event requiring a change in Applicable Law occurring subsequent the most recent forms delivered by it to the date on which a form originally was required to be provided), such Lender shall not be entitled to indemnification with respect to withholding taxes imposed by the United States Administrative Agent and the Borrower shall be allowed to deduct from payments to such Lender hereunder and under any Note or other Loan Document, the amount of any such withholding taxes paid by the Borrower.

Lender Tax Forms. On or prior to the Agreement Date, and prior to the date on which any Person becomes a Lender hereunder, and from time to time thereafter if required by Applicable Law due to a change in circumstances or if reasonably requested by the Borrower or the Administrative Agent (unless such Lender is unable to do so by reasons of change in Applicable Law), each Lender organized under the laws of a jurisdiction outside the United States shall provide the Administrative Agent and the Borrower with (i) an accurate and duly completed United States Internal Revenue Service Form 4224 or Form 1001, as the case may be, and Form W-8 X-0XXX, X-0XXX or Form W-9, as the case may be, or other applicable or successor form, certificate or document prescribed by the United States Internal Revenue Service certifying as to such Lender's entitlement to full exemption from United States withholding tax with respect to all payments to be made to such Lender hereunder or under any Note or other Loan Document, or, (ii) in the case of a Lender that is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form 1001 or 4224 pursuant to clause (i) above, (A) an accurate and duly completed United States Internal Revenue Service Form W-8W-8BEN, W-8ECI, or other applicable or successor form, certificate or document prescribed by the United States Internal Revenue Service certifying to such Lender's foreign status and (B) a certificate certifying to such Lender's entitlement to a complete exemption from United States withholding tax with respect to all payments hereunder or under any Note or other Loan Document. In the event that the Borrower withholds a portion of any payment hereunder or under any Note or other Loan Document in accordance with this Section 2.13, the Borrower shall provide evidence that such taxes of any nature whatsoever in respect of this Agreement, any Loan or any Note or other Loan Document shall have been paid to the appropriate taxing authorities by delivery to the Lender on whose account such payment was made of the official tax receipts or notarized copies of such receipts within thirty (30) days after payment of such tax. If the Borrower fails to make any such payment when due, the Borrower shall indemnify the Lenders for any incremental taxes, interest or penalties that may become payable by any Lender as a result of any such failure. For any period with respect to which a Lender has failed to provide the Borrower with the appropriate form described above (other than if such failure is due to a change in Applicable Law occurring subsequent to the date on which a form originally was required to be provided), such Lender shall not be entitled to indemnification with respect to withholding taxes imposed by the United States and the Borrower shall be allowed to deduct from payments to such Lender hereunder and under any Note or other Loan Document, the amount of any such withholding taxes paid by the Borrower.

Lender Tax Forms. On or prior to the Agreement Date, and prior to the date on which any Person becomes a Lender hereunder, and from time to time thereafter if required by Applicable Law due to a change in circumstances or if reasonably requested by the Borrower or the Administrative Agent (unless such Lender is unable to do so by reasons of change in Applicable Law), each Lender organized under the laws of a jurisdiction outside the United States shall provide the Administrative Agent and the Borrower with (i) an accurate and duly completed United States Internal Revenue Service Form 4224 or Form 1001, as the case may be, and Form W-8 or Form W-9, as the case may be, or other applicable or successor form, certificate or document prescribed by the United States Internal Revenue Service certifying as to such Lender's entitlement to full exemption from United States withholding tax with respect to all payments to be made to such Lender hereunder or under any Note or other Loan Document, or, (ii) in the case of a Lender that is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form 1001 or 4224 pursuant to clause (i) above, (A) an accurate and duly completed United States Internal Revenue Service Form W-8, or other applicable or successor form, certificate or document prescribed by the United States Internal Revenue Service certifying to such Lender's foreign status and (B) a certificate certifying to such Lender's entitlement to a complete exemption from United States withholding tax with respect to all payments hereunder or under any Note or other Loan Document. In the event that the Borrower withholds a portion of any payment hereunder or under any Note or other Loan Document in accordance with this Section 2.132.14, the Borrower shall provide evidence that such taxes of any nature whatsoever in respect of this Agreement, any Loan or any Note or other Loan Document shall have been paid to the appropriate taxing authorities by delivery to the Lender on whose account such payment was made of the official tax receipts or notarized copies of such receipts within thirty (30) days after payment of such tax. If the Borrower fails to make any such payment when due, the Borrower shall indemnify the Lenders for any incremental taxes, interest or penalties that may become payable by any Lender as a result of any such failure. For any period with respect to which a Lender has failed to provide the Borrower with the appropriate form described above (other than if such failure is due to a change in Applicable Law occurring subsequent to the date on which a form originally was required to be provided), such Lender shall not be entitled to indemnification with respect to withholding taxes imposed by the United States and the Borrower shall be allowed to deduct from payments to such Lender hereunder and under any Note or other Loan Document, the amount of any such withholding taxes paid by the Borrower.