Common use of Non-U.S. Lenders Clause in Contracts

Non-U.S. Lenders. If any Lender, any transferee, the Administrative Agent or the Collateral Agent is not a U.S. Person as defined in Section 7701(a)(30) of the Code for federal income tax purposes (a “Non-U.S. Lender”), such Lender, transferee, Administrative Agent or Collateral Agent hereby agrees that, if and to the extent that it is legally able to do so, it shall, prior to the date of the first payment by the Borrowers hereunder to be made to such Lender, Administrative Agent or Collateral Agent or for such Non-U.S. Lender’s, Administrative Agent’s or Collateral Agent’s account, deliver to the Borrowers and the Administrative Agent, as applicable, such certificates, documents or other evidence, as and when required by the Code or Treasury Regulations issued pursuant thereto, including (a) in the case of a Non-U.S. Lender that is a “bank” for purposes of Section 881(c)(3)(A) of the Code, two (2) duly completed copies of Internal Revenue Service Form W-8BEN or Form W-8ECI and any other certificate or statement of exemption required by Treasury Regulations, or any subsequent versions thereof or successors thereto, properly completed and duly executed by such Lender, Administrative Agent or Collateral Agent establishing that with respect to payments of principal, interest or fees hereunder it is (i) not subject to United States federal withholding tax under the Code because such payment is effectively connected with the conduct by such Lender, Administrative Agent or Collateral Agent of a trade or business in the United States or (ii) totally exempt or partially exempt from United States federal withholding tax under a provision of an applicable tax treaty and (b) in the case of a Non-U.S. Lender that is not a “bank” for purposes of Section 881(c)(3)(A) of the Code, a certificate in form and substance reasonably satisfactory to the Administrative Agent and the Borrowers and to the effect that (i) such Non-U.S. Lender is not a “bank” for purposes of Section 881(c)(3)(A) of the Code, is not subject to regulatory or other legal requirements as a bank in any jurisdiction, and has not been treated as a bank for purposes of any tax, securities law or other filing or submission made to any governmental authority, any application made to a rating agency or qualification for any exemption from any tax, securities law or other legal requirements, (ii) is not a ten (10) percent shareholder for purposes of Section 881(c)(3)(B) of the Code and (iii) is not a controlled foreign corporation receiving interest from a related person for purposes of Section 881(c)(3)(C) of the Code, together with a properly completed Internal Revenue Service Form W-8 or W-9, as applicable (or successor forms to establish exemption from withholding of US taxes). Each Lender, Administrative Agent and Collateral Agent agrees that it shall, to the extent any form previously delivered by it pursuant to this section is no longer effective, and in any case promptly upon the Borrowers’ or the Administrative Agent’s reasonable request therefor, deliver to the Borrowers and the Administrative Agent, as applicable, if and to the extent it is legally able to do so, a properly completed and executed Form W-8BEN, Form W-8ECI, Form W-8 or W-9, as applicable (or any successor forms thereto).

Non-U.S. Lenders. If any Lender, any transferee, Each Creditor Party that is organized under the Administrative Agent or laws of a jurisdiction outside the Collateral Agent is not a U.S. Person as defined in Section 7701(a)(30) of the Code for federal income tax purposes United States (a “Non-U.S. Lender”), such Lender, transferee, Administrative Agent or Collateral Agent hereby ) agrees that, if and to the extent that it is legally able to do so, it shall, no later than the Closing Date (or, in the case of a Creditor Party which becomes a party hereto pursuant to this Credit Agreement after the Closing Date, on or prior to the date upon which such Creditor Party becomes a party hereto), and from time to time thereafter upon the reasonable request of the first payment by the Borrowers hereunder to be made to such Lender, Administrative Agent or Collateral Agent or for (but only if such Non-U.S. Lender’s, Administrative Agent’s Lender or Collateral Agent’s account, beneficial owner is legally entitled to do so) deliver to the Borrowers and the Administrative AgentAgent two properly completed and duly executed copies of either United States Internal Revenue Service Form ▇-▇▇▇▇, as applicable, such certificates, documents ▇-▇▇▇▇ or other evidence, as and when required by the Code W-8IMY or Treasury Regulations issued pursuant any subsequent versions thereof or successors thereto, including or any other form prescribed by applicable law as a basis for claiming exemption from (aor reduction in) United States federal withholding tax together with such supplementary documentation as may be prescribed by applicable law, in each case claiming complete exemption from, or reduced rate of, United States federal withholding tax and payments of interest hereunder. In addition, in the case of a Non-U.S. Lender claiming exemption from United States federal withholding tax under Section 871(h) or Section 881(c) of the Code, such Non-U.S. Lender (to the extent legally entitled to do so) shall deliver a certificate, in substantially the same form as Exhibit 6.3.4, to the Borrowers and the Administrative Agent, certifying that such Non-U.S. Lender or beneficial owner is not (A) a “bank” bank for purposes of Section 881(c)(3)(A) of the Code, two (2B) duly completed copies a 10-percent shareholder of Internal Revenue Service Form W-8BEN or Form W-8ECI and any other certificate or statement of exemption required by Treasury Regulations, or any subsequent versions thereof or successors thereto, properly completed and duly executed by such Lender, Administrative Agent or Collateral Agent establishing that with respect to payments of principal, interest or fees hereunder it is (i) not subject to United States federal withholding tax under the Code because such payment is effectively connected with the conduct by such Lender, Administrative Agent or Collateral Agent of a trade or business in the United States or (ii) totally exempt or partially exempt from United States federal withholding tax under a provision of an applicable tax treaty and (b) in the case of a Non-U.S. Lender that is not a “bank” for purposes of Section 881(c)(3)(A) of the Code, a certificate in form and substance reasonably satisfactory to Borrowers within the Administrative Agent and the Borrowers and to the effect that (i) such Non-U.S. Lender is not a “bank” for purposes of Section 881(c)(3)(A) of the Code, is not subject to regulatory or other legal requirements as a bank in any jurisdiction, and has not been treated as a bank for purposes of any tax, securities law or other filing or submission made to any governmental authority, any application made to a rating agency or qualification for any exemption from any tax, securities law or other legal requirements, (ii) is not a ten (10) percent shareholder for purposes meaning of Section 881(c)(3)(B) of the Code Code, and (iiiC) is not a “controlled foreign corporation receiving interest from a related person for purposes of corporation” described in Section 881(c)(3)(C) of the Code. Each Non-U.S. Lender (i) agrees that it shall promptly notify the Borrowers and the Administrative Agent in the event any such representation provided pursuant to this Section is no longer accurate and (ii) agrees that it will deliver updated versions of the foregoing, as applicable, whenever any of the previous certifications provided herein has become inaccurate in any material respect, together with such other forms as may be required in order to confirm or establish the entitlement of such Creditor Party to a properly completed Internal Revenue Service Form W-8 or W-9, as applicable (or successor forms to establish continued exemption from or reduction in United States withholding of US taxes)tax with respect to payments under this Credit Agreement. Each Lender, Administrative Agent and Collateral Agent agrees that it shall, to the extent any form previously All forms provided in this Section shall be delivered by it pursuant to this section is no longer effective, and in any case promptly upon the Borrowers’ or the Administrative Agent’s reasonable request therefor, deliver each Non-U.S. Lender to the Borrowers and the Administrative Agent, as applicableAgent on or before the date it becomes a party to this Credit Agreement and on or before the date, if and to the extent it is legally able to do soany, such Non-U.S. Lender changes its applicable lending office by designating a properly completed and executed Form W-8BEN, Form W-8ECI, Form W-8 or W-9, as applicable different lending office (or any successor forms theretoa “New Lending Office”).

Non-U.S. Lenders. If any Lender, any transferee, Each Lender and the Administrative Agent or the Collateral Agent that is not a U.S. Person as defined in Section 7701(a)(30) of the Code for U.S. federal income tax purposes (a “Non-U.S. Lender”), such Lender, transferee, Administrative Agent or Collateral Agent ) hereby agrees that, if and to the extent that it is legally able to do so, it shall, prior to the date of the first payment by the Borrowers Borrower hereunder to be made to such Lender, Lender or the Administrative Agent or Collateral Agent or for such Non-U.S. Lender’s, ’s or the Administrative Agent’s or Collateral Agent’s accountaccount (and thereafter when required to the extent it is legally entitled to do so), deliver to the Borrowers Borrower and the Administrative Agent, as applicable, such certificates, documents or other evidence, as and when required by the Code or Treasury Regulations issued pursuant theretoCode, including (a) in the case of a Non-U.S. Lender that is a “bank” for purposes of Section 881(c)(3)(A) of the Code, two (2) duly completed copies of Internal Revenue Service Form W-8BEN or Form W-8ECI and any other certificate or statement of exemption required req uired by Treasury Regulationsthe Code, or any subsequent versions thereof or successors thereto, properly completed and duly executed by such Lender, Lender or the Administrative Agent or Collateral Agent establishing that with respect to payments of principal, interest or fees hereunder it is (i) not subject to United States federal withholding tax under the Code because such payment is effectively connected with the conduct by such Lender, Lender or Administrative Agent or Collateral Agent of a trade or business in the United States or (ii) totally exempt or partially exempt from United States federal withholding tax under a provision of an applicable tax treaty and or (b) in the case of a Non-U.S. Lender that is not legally entitled to deliver the forms specified in clause (a) and that is not a “bank” for purposes of Section 881(c)(3)(A) of the Code, a certificate in form and substance reasonably satisfactory to the Administrative Agent (acting at the direction of the Majority Lenders) and the Borrowers Borrower and to the effect that (i) such Non-U.S. Lender is not a “bank” for purposes of Section 881(c)(3)(A) of the Code, is not subject to regulatory or other legal requirements as a bank in any jurisdiction, and has not been treated as a bank for purposes of any tax, securities law or other filing or submission made to any governmental authority, any application made to a rating agency or qualification for any exemption from any tax, securities law or other legal requirements, (ii) is not a ten (10) percent shareholder for purposes of Section 881(c)(3)(B) of the Code and (iii) is not a controlled foreign corporation receiving interest from a related person for purposes of Section 881(c)(3)(C) of the Code, together with a properly completed Internal Revenue Service Form W-8 W-8BEN; provided, that a Lender that delivers the forms and certificate provided in clause (b) above must also deliver to the Borrower two accurate, complete and signed copies of either Internal Revenue Service Form W-8BEN or W-9W-8ECI, as or, in each case, an applicable (or successor forms to establish form, establishing a complete exemption from withholding of US taxes)U.S. federal income tax imposed on the payment of any fees to such Lender. Each Lender, Administrative Agent and Collateral Agent Lender agrees that it shall, promptly upon a change of its lending office or the selection of any additional lending office, to the extent any form the forms previously delivered by it pursuant to this section is are no longer effective, and in any case promptly upon the Borrowers’ Borrower’s or the Administrative Agent’s reasonable request thereforafter the occurrence of any other event (including the passage of time) requiring the delivery of a Form W-8BEN or Form W-8ECI in addition to or in replacement of the forms previously delivered, deliver to the Borrowers Borrower and the Administrative Agent, as applicable, if and to the extent it is legally able properly entitled to do so, a properly completed and executed Form W-8BEN, W-8BEN or Form W-8ECI, Form W-8 or W-9, as applicable (or any successor forms thereto). For any period with respect to which such Lender or Administrative Agent has failed to provide the Borrower with the appropriate, complete and accurate form or other relevant document pursuant to this Section 5.2.3 establishing a complete exemption from U.S. federal withholding tax (unless such failure is due to a change in treaty, law, or regulation occurring subsequent to the date on which a form originally was required to be provided), such Lender or Administrative Agent shall not be entitled to any “gross-up” of taxes or indemnification under Section 5.2.2 with respect to Non-Excluded Taxes or Other Taxes imposed by the United States; provided, however, that should such a Lender or Administrative Agent, which is otherwise exempt from a withholding tax, become subject to Non-Excluded Taxes or Other Taxes because of its failure to deliver a form required hereunder, the Borrower shall take such steps as such Lender or Administrative Agent shall reasonably request, at such Lender’s or Administrative Agent’s expense, to assist such Lender or Administrative Agent to recover such Non-Excluded Taxes or Other Taxes.

Non-U.S. Lenders. If any Lender, any transferee, transferee or the Administrative Agent or the Collateral Agent is not a U.S. Person as defined in Section 7701(a)(30) of the Code for federal income tax purposes (a “Non-U.S. Lender”), such Lender, transferee, transferee or the Administrative Agent or Collateral Agent hereby agrees that, if and to the extent that it is legally able to do so, it shall, prior to the date of the first payment by the Borrowers hereunder to be made to such Lender, Lender or the Administrative Agent or Collateral Agent or for such Non-U.S. Lender’s, Administrative Agent’s or Collateral the Administrative Agent’s account, deliver to the Borrowers and the Administrative Agent, as applicable, such certificates, documents or other evidence, as and when required by the Code or Treasury Regulations issued pursuant thereto, including (a) in the case of a Non-U.S. Lender that is a “bank” for purposes of Section 881(c)(3)(A) of the Code, two (2) duly completed copies of Internal Revenue Service Form W-8BEN or Form W-8ECI and any other certificate or statement of exemption required by Treasury Regulations, or any subsequent versions thereof or successors thereto, properly completed and duly executed by such Lender, Lender or the Administrative Agent or Collateral Agent establishing that with respect to payments of principal, interest or fees hereunder it is (i) not subject to United States federal withholding tax under the Code because such payment is effectively connected with the conduct by such Lender, Lender or Administrative Agent or Collateral Agent of a trade or business in the United States or (ii) totally exempt or partially exempt from United States federal withholding tax under a provision of an applicable tax treaty and (b) in the case of a Non-U.S. Lender that is not a “bank” for purposes of Section 881(c)(3)(A) of the Code, a certificate in form and substance reasonably satisfactory to the Administrative Agent and the Borrowers and to the effect that (i) such Non-U.S. Lender is not a “bank” for purposes of Section 881(c)(3)(A) of the Code, is not subject to regulatory or other legal requirements as a bank in any jurisdiction, and has not been treated as a bank for purposes of any tax, securities law or other filing or submission made to any governmental authority, any application made to a rating agency or qualification for any exemption from any tax, securities law or other legal requirements, (ii) is not a ten (10) percent shareholder for purposes of Section 881(c)(3)(B) of the Code and (iii) is not a controlled foreign corporation receiving interest from a related person for purposes of Section 881(c)(3)(C) of the Code, together with a properly completed Internal Revenue Service Form W-8 or W-9, as applicable (or successor forms to establish exemption from withholding of US taxes). Each Lender, Lender or the Administrative Agent and Collateral Agent agrees that it shall, to the extent any form previously delivered by it pursuant to this section is no longer effective, and in any case promptly upon the Borrowers’ or the Administrative Agent’s reasonable request therefor, deliver to the Borrowers and the Administrative Agent, as applicable, if and to the extent it is legally able to do so, a properly completed and executed Form W-8BEN, Form W-8ECI, Form W-8 or W-9, as applicable (or any successor forms thereto).

Non-U.S. Lenders. If any Lender, any transferee, Each Lender and the Administrative Agent or the Collateral Agent that is not a U.S. Person as defined in Section 7701(a)(30) of the Code for U.S. federal income tax purposes (a “Non-U.S. Lender”), such Lender, transferee, Administrative Agent or Collateral Agent ) hereby agrees that, if and to the extent that it is legally able to do so, it shall, prior to the date of the first payment by the Borrowers Borrower hereunder to be made to such Lender, Lender or the Administrative Agent or Collateral Agent or for such Non-U.S. Lender’s, ’s or the Administrative Agent’s or Collateral Agent’s accountaccount (and thereafter when requested by the Borrower to the extent it is legally entitled to do so), deliver to the Borrowers Borrower and the Administrative Agent, as applicable, such certificates, documents or other evidence, as and when required by the Code or Treasury Regulations issued pursuant thereto, including (a) in the case of a Non-U.S. Lender that is a “bank” for purposes of Section 881(c)(3)(A) of the Code, including: (i) two (2) duly completed copies of Internal Revenue Service Form W-8BEN or Form W-8ECI and any other certificate or statement claiming eligibility for benefits of exemption required by Treasury Regulations, or any subsequent versions thereof or successors thereto, properly completed and duly executed by such Lender, Administrative Agent or Collateral Agent establishing that with respect an income tax treaty to payments of principal, interest or fees hereunder it is (i) not subject to United States federal withholding tax under the Code because such payment is effectively connected with the conduct by such Lender, Administrative Agent or Collateral Agent of a trade or business in which the United States or of America is a party, (ii) totally exempt or partially exempt from United States federal withholding tax under a provision two (2) duly completed copies of an applicable tax treaty and Internal Revenue Service Form W-8ECI, (biii) in the case of a Non-U.S. Lender that is not a “bank” claiming the benefits of the exemption for purposes of portfolio interest under Section 881(c)(3)(A881(c) of the Code, (x) a certificate in form and substance reasonably satisfactory to the Administrative Agent and the Borrowers and Borrower to the effect that (i) such Nonnon-U.S. Lender is not (A) a “bank” for purposes within the meaning of Section 881(c)(3)(A) of the Code, is not subject to regulatory or other legal requirements as (B) a bank in any jurisdiction, and has not been treated as a bank for purposes “10 percent shareholder” of any tax, securities law or other filing or submission made to any governmental authority, any application made to a rating agency or qualification for any exemption from any tax, securities law or other legal requirements, (ii) is not a ten (10) percent shareholder for purposes Borrower within the meaning of Section 881(c)(3)(B) of the Code and Code, or (iiiC) is not a “controlled foreign corporation receiving interest from a related person for purposes of corporation” described in Section 881(c)(3)(C) of the Code, together with a properly Code and (y) two (2) duly completed copies of Internal Revenue Service Form W-8 or W-9W-8BEN, or (iv) any other form prescribed by applicable requirements of law as applicable (or successor forms to establish a basis for claiming exemption from or a reduction in United States Federal withholding tax duly completed together with such supplementary documentation as may be prescribed by applicable requirements of US taxes). Each Lender, Administrative Agent and Collateral Agent agrees that it shall, law to permit Borrower to determine the extent any form previously delivered by it pursuant withholding or deduction required to this section is no longer effective, and in any case promptly upon the Borrowers’ or the Administrative Agent’s reasonable request therefor, deliver to the Borrowers and the Administrative Agent, as applicable, if and to the extent it is legally able to do so, a properly completed and executed Form W-8BEN, Form W-8ECI, Form W-8 or W-9, as applicable (or any successor forms thereto)be made.

Non-U.S. Lenders. If any Lender, any transferee, the Administrative Agent or the Collateral Agent Each Lender that is not a U.S. Person as defined in Section 7701(a)(30) of the Code for federal income tax purposes (a “Non-U.S. Lender”), such Lender, transferee, Administrative Agent or Collateral Agent hereby ) agrees that, if and to the extent that it is legally able to do so, it shall, prior to the first date of the first on which any payment by the Borrowers hereunder is due to be made to such Lender, Administrative Agent or Collateral Agent or for such Non-U.S. Lender’s, Administrative Agent’s or Collateral Agent’s accountit hereunder, deliver to the Borrowers and the Administrative Agent, as applicable, Agent such certificates, documents or other evidence, as and when required by the Code or Treasury Regulations issued pursuant thereto, including including, (a) in the case of a Non-U.S. Lender that is a “bank” for purposes of Section 881(c)(3)(A) of the Code, two (2) duly completed copies of Internal Revenue Service Form W-8BEN or Form W-8ECI or successor applicable form, as the case may be, and any other certificate or statement of exemption required by Treasury Regulations, or any subsequent versions thereof or successors theretoestablishing that, properly completed and duly executed by such Lender, Administrative Agent or Collateral Agent establishing that with respect to payments of principal, interest or fees hereunder it hereunder, such Non-U.S. Lender is (i) not subject to United States federal withholding tax under the Code because such payment is effectively connected with the conduct by such Lender, Administrative Agent or Collateral Agent Non-U.S. Lender of a trade or business in the United States or (ii) totally exempt or partially exempt from United States federal withholding tax under a provision of an applicable tax treaty and (b) in the case of a Non-U.S. Lender that is not a “bank” for purposes of Section 881(c)(3)(A) of the Code, a certificate in form and substance reasonably satisfactory to the Administrative Agent and the Borrowers and to the effect that (i) such Non-U.S. Lender is not a “bank” for purposes of Section 881(c)(3)(A) of the Code, is not subject to regulatory or other legal requirements as a bank in any jurisdiction, and has not been treated as a bank for purposes of any tax, securities law or other filing or submission made to any governmental authority, any application made to a rating agency or qualification for any exemption from any tax, securities law or other legal requirements, (ii) is not a ten (10) percent shareholder for purposes of Section 881(c)(3)(B) of the Code and (iii) is not a controlled foreign corporation receiving interest from a related person for purposes of Section 881(c)(3)(C) of the Code, together with a properly completed Internal Revenue Service Form W-8 or W-9, as applicable (or successor forms to establish exemption from withholding of US taxesforms). Each Lender, Administrative Agent and Collateral Agent Lender agrees that it shall, promptly upon a change of its lending office or the selection of any additional lending office, to the extent any form the forms previously delivered by it pursuant to this section is are no longer effective, and in any case promptly upon the Borrowers’ or the Administrative Agent’s reasonable request thereforafter the occurrence of any other event (including the passage of time) requiring the delivery of a Form W-8BEN, Form W-8ECI, Form W-8 or W-9 in addition to or in replacement of the forms previously delivered, deliver to the Borrowers and the Administrative Agent, as applicable, if and to the extent it is legally able properly entitled to do so, a properly completed and executed Form W-8BEN, Form W-8ECI, Form W-8 or W-9, as applicable (or any successor forms thereto).

Non-U.S. Lenders. If any Lender, any transferee, the Administrative Agent or the Collateral Agent Each Lender that is not a U.S. Person as defined in Section 7701(a)(30) of the Code for federal income tax purposes (a “Non-U.S. Lender”), such Lender, transferee, Administrative Agent or Collateral Agent hereby ) agrees that, if and to the extent that it is legally able to do so, it shall, prior to the first date of the first on which any payment by the Borrowers hereunder is due to be made to such Lender, Administrative Agent or Collateral Agent or for such Non-U.S. Lender’s, Administrative Agent’s or Collateral Agent’s accountit hereunder, deliver to the Borrowers and the Administrative Agent, as applicable, Agent such certificates, documents or other evidence, as and when required by the Code or Treasury Regulations issued pursuant thereto, including including, (a) in the case of a Non-U.S. Lender that is a “bank” for purposes of Section 881(c)(3)(A) of the Code, two (2) duly completed copies of Internal Revenue Service Form W-8BEN or Form W-8ECI or successor applicable form, as the case may be, and any other certificate or statement of exemption required by Treasury Regulations, or any subsequent versions thereof or successors theretoestablishing that, properly completed and duly executed by such Lender, Administrative Agent or Collateral Agent establishing that with respect to payments of principal, interest or fees hereunder it hereunder, such Non-U.S. Lender is (i) not subject to United States federal withholding tax under the Code because such payment is effectively connected with the conduct by such Lender, Administrative Agent or Collateral Agent Non-U.S. Lender of a trade or business in the United States or (ii) totally exempt or partially exempt from United States federal withholding tax under a provision of an applicable tax treaty and (b) in the case of a Non-U.S. Lender that is not a “bank” for purposes of Section 881(c)(3)(A) of the Code, a certificate in form and substance reasonably satisfactory to the Administrative Agent and the Borrowers and to the effect that (i) such Non-U.S. Lender is not a “bank” for purposes of Section 881(c)(3)(A) of the Code, is not subject to regulatory or other legal requirements as a bank in any jurisdiction, and has not been treated as a bank for purposes of any tax, securities law or other filing or submission made to any governmental authorityGovernmental Authority, any application made to a rating agency or qualification for any exemption from any tax, securities law or other legal requirements, (ii) is not a ten (10) percent shareholder for purposes of Section 881(c)(3)(B) of the Code and (iii) is not a controlled foreign corporation receiving interest from a related person for purposes of Section 881(c)(3)(C) of the Code, together with a properly completed Internal Revenue Service Form W-8 or W-9, as applicable (or successor forms to establish exemption from withholding of US taxesforms). Each Lender, Administrative Agent and Collateral Agent Lender agrees that it shall, promptly upon a change of its lending office or the selection of any additional lending office, to the extent any form the forms previously delivered by it pursuant to this section is are no longer effective, and in any case promptly upon the Borrowers’ or the Administrative Agent’s reasonable request thereforafter the occurrence of any other event (including the passage of time) requiring the delivery of a Form W-8BEN, Form W-8ECI, Form W-8 or W-9 in addition to or in replacement of the forms previously delivered, deliver to the Borrowers and the Administrative Agent, as applicable, if and to the extent it is legally able properly entitled to do so, a properly completed and executed Form W-8BEN, Form W-8ECI, Form W-8 or W-9, as applicable (or any successor forms thereto).

Non-U.S. Lenders. If any Lender, any transferee, Each Creditor Party that is organized under the Administrative Agent or laws of a jurisdiction outside the Collateral Agent is not a U.S. Person as defined in Section 7701(a)(30) of the Code for federal income tax purposes United States (a “Non-U.S. Lender”), such Lender, transferee, Administrative Agent or Collateral Agent hereby ) agrees that, if and to the extent that it is legally able to do so, it shall, no later than the Closing Date (or, in the case of a Creditor Party which becomes a party hereto pursuant to this Credit Agreement after the Closing Date, on or prior to the date upon which such Creditor Party becomes a party hereto), and from time to time thereafter upon the reasonable request of the first payment by the Borrowers hereunder to be made to such Lender, Administrative Agent or Collateral Agent or for (but only if such Non-U.S. Lender’s, Administrative Agent’s Lender or Collateral Agent’s account, beneficial owner is legally entitled to do so) deliver to the Borrowers and the Administrative AgentAgent two properly completed and duly executed copies of either United States Internal Revenue Service Form ▇-▇▇▇▇, as applicable, such certificates, documents ▇-▇▇▇▇ or other evidence, as and when required by the Code W-8IMY or Treasury Regulations issued pursuant any subsequent versions thereof or successors thereto, including or any other form prescribed by applicable law as a basis for claiming exemption from (aor reduction in) United States federal withholding tax together with such supplementary documentation as may be prescribed by applicable law, in each case claiming complete exemption from, or reduced rate of, United States federal withholding tax and payments of interest hereunder. In addition, in the case of a Non-U.S. Lender claiming exemption from United States federal withholding tax under Section 871(h) or Section 881(c) of the Code, such Non-U.S. Lender (to the extent legally entitled to do so) shall deliver a certificate, in substantially the same form as Exhibit 6.2.4, to the Borrowers and the Administrative Agent, certifying that such Non-U.S. Lender or beneficial owner is not (A) a “bank” bank for purposes of Section 881(c)(3)(A) of the Code, two (2B) duly completed copies a 10-percent shareholder of Internal Revenue Service Form W-8BEN or Form W-8ECI and any other certificate or statement of exemption required by Treasury Regulations, or any subsequent versions thereof or successors thereto, properly completed and duly executed by such Lender, Administrative Agent or Collateral Agent establishing that with respect to payments of principal, interest or fees hereunder it is (i) not subject to United States federal withholding tax under the Code because such payment is effectively connected with the conduct by such Lender, Administrative Agent or Collateral Agent of a trade or business in the United States or (ii) totally exempt or partially exempt from United States federal withholding tax under a provision of an applicable tax treaty and (b) in the case of a Non-U.S. Lender that is not a “bank” for purposes of Section 881(c)(3)(A) of the Code, a certificate in form and substance reasonably satisfactory to Borrowers within the Administrative Agent and the Borrowers and to the effect that (i) such Non-U.S. Lender is not a “bank” for purposes of Section 881(c)(3)(A) of the Code, is not subject to regulatory or other legal requirements as a bank in any jurisdiction, and has not been treated as a bank for purposes of any tax, securities law or other filing or submission made to any governmental authority, any application made to a rating agency or qualification for any exemption from any tax, securities law or other legal requirements, (ii) is not a ten (10) percent shareholder for purposes meaning of Section 881(c)(3)(B) of the Code Code, and (iiiC) is not a “controlled foreign corporation receiving interest from a related person for purposes of corporation” described in Section 881(c)(3)(C) of the Code. Each Non-U.S. Lender (i) agrees that it shall promptly notify the Borrowers and the Administrative Agent in the event any such representation provided pursuant to this Section is no longer accurate and (ii) agrees that it will deliver updated versions of the foregoing, as applicable, whenever any of the previous certifications provided herein has become inaccurate in any material respect, together with such other forms as may be required in order to confirm or establish the entitlement of such Creditor Party to a properly completed Internal Revenue Service Form W-8 or W-9, as applicable (or successor forms to establish continued exemption from or reduction in United States withholding of US taxes)tax with respect to payments under this Credit Agreement. Each Lender, Administrative Agent and Collateral Agent agrees that it shall, to the extent any form previously All forms provided in this Section shall be delivered by it pursuant to this section is no longer effective, and in any case promptly upon the Borrowers’ or the Administrative Agent’s reasonable request therefor, deliver each Non-U.S. Lender to the Borrowers and the Administrative Agent, as applicableAgent on or before the date it becomes a party to this Credit Agreement and on or before the date, if and to the extent it is legally able to do soany, such Non-U.S. Lender changes its applicable lending office by designating a properly completed and executed Form W-8BEN, Form W-8ECI, Form W-8 or W-9, as applicable different lending office (or any successor forms theretoa “New Lending Office”).

Non-U.S. Lenders. If any Lender, any transferee, the Administrative Agent or the Collateral Agent Each Lender that is not a U.S. Person as defined in Section §7701(a)(30) of the Code for federal income tax purposes (a “Non-U.S. Lender”), such Lender, transferee, Administrative Agent or Collateral Agent ) hereby agrees that, if and to the extent that it is legally able to do so, it shall, prior to the date of the first payment by the Borrowers Borrower hereunder to be made to such Lender, Administrative Agent or Collateral Agent Lender or for such Non-U.S. Lender’s, Administrative Agent’s or Collateral Agent’s account, deliver to the Borrowers and the Administrative Agent, as applicable, Borrower such certificates, documents or other evidence, as and when required by the Code or Treasury Regulations issued pursuant thereto, including (a) in the case of a Non-U.S. Lender that is a “bank” for purposes of Section §881(c)(3)(A) of the Code, two (2) duly completed copies of Internal Revenue Service Form W-8BEN or Form W-8ECI and any other certificate or statement of exemption required by Treasury Regulations, or any subsequent versions thereof or successors thereto, properly completed and duly executed by such Lender, Administrative Agent or Collateral Agent Lender establishing that with respect to payments of principal, interest or fees hereunder it is (i) not subject to United States federal withholding tax under the Code because such payment is effectively connected with the conduct by such Lender, Administrative Agent or Collateral Agent Lender of a trade or business in the United States or (ii) totally exempt or partially exempt from United States federal withholding tax under a provision of an applicable tax treaty and (b) in the case of a Non-U.S. Lender that is not a “bank” for purposes of Section §881(c)(3)(A) of the Code, a certificate in form and substance reasonably satisfactory to the Administrative Agent and the Borrowers Borrower and to the effect that (i) such Non-U.S. Lender is not a “bank” for purposes of Section §881(c)(3)(A) of the Code, is not subject to regulatory or other legal requirements as a bank in any jurisdiction, and has not been treated as a bank for purposes of any tax, securities law or other filing or submission made to any governmental authority, any application made to a rating agency or qualification for any exemption from any tax, securities law or other legal requirements, (ii) is not a ten (10) percent shareholder for purposes of Section §881(c)(3)(B) of the Code and (iii) is not a controlled foreign corporation receiving interest from a -a related person for purposes of Section §881(c)(3)(C) of the Code, together with a properly completed Internal Revenue Service Form W-8 or W-9, as applicable (or successor forms to establish exemption from withholding of US taxesforms). Each Lender, Administrative Agent and Collateral Agent Lender agrees that it shall, promptly upon a change of its lending office or the selection of any additional lending office, to the extent any form the forms previously delivered by it pursuant to this section is are no longer effective, and in any case promptly upon the Borrowers’ Borrower’s or the Administrative Agent’s reasonable request thereforafter the occurrence of any other event (including the passage of time) requiring the delivery of a Form W-8BEN, Form W-8ECI, Form W-8 or W-9 in addition to or in replacement of the forms previously delivered, deliver to the Borrowers Borrower and the Administrative Agent, as applicable, if and to the extent it is legally able properly entitled to do so, a properly completed and executed Form W-8BENW8BEN, Form W-8ECI, Form W-8 or W-9, as applicable (or any successor forms thereto).

Non-U.S. Lenders. If any Lender, any transferee, Each Lender and the Administrative Agent or the Collateral Agent that is not a U.S. Person as defined in Section 7701(a)(30) of the Code for federal income tax purposes (a “"Non-U.S. Lender”), such Lender, transferee, Administrative Agent or Collateral Agent ") hereby agrees that, if and to the extent that it is legally able to do so, it shall, prior to the date of the first payment by the Borrowers hereunder to be made to such Lender, Administrative Agent or Collateral Agent or for such Non-U.S. Lender’s, Administrative Agent’s or Collateral Agent’s accounton which it becomes a Lender hereunder, deliver to the Borrowers Borrower and the Administrative Agent, as applicable, such certificates, documents or other evidence, as and when required by the Code or Treasury Regulations issued pursuant thereto, including (a) in the case of a Non-U.S. Lender that is a “"bank” " for purposes of Section 881(c)(3)(A) of the Code, two (2) duly completed copies of Internal Revenue Service Form W-8BEN or Form W-8ECI and any other certificate or statement of exemption required by Treasury Regulations, or any subsequent versions thereof or successors thereto, properly completed and duly executed by such Lender, Lender or the Administrative Agent or Collateral Agent establishing that with respect to payments of principal, interest or fees hereunder it is (i) not subject to United States federal withholding tax under the Code because such payment is effectively connected with the conduct by such Lender, Lender or Administrative Agent or Collateral Agent of a trade or business in the United States or (ii) totally exempt or partially exempt from United States federal withholding tax under a provision of an applicable tax treaty and (b) in the case of a Non-U.S. Lender that is not a “"bank” " for purposes of Section 881(c)(3)(A) of the Code, a certificate in form and substance reasonably satisfactory to the Administrative Agent and the Borrowers Borrower and to the effect that (i) such Non-U.S. Lender is not a “"bank” " for purposes of Section 881(c)(3)(A) of the Code, is not subject to regulatory or other legal requirements as a bank in any jurisdiction, and has not been treated as a bank for purposes of any tax, securities law or other filing or submission made to any governmental authority, any application made to a rating agency or qualification for any exemption from any tax, securities law or other legal requirements, (ii) is not a ten (10) percent shareholder for purposes of Section 881(c)(3)(B) of the Code and (iii) is not a controlled foreign corporation receiving interest from a related person for purposes of Section 881(c)(3)(C) of the Code, together with a properly completed Internal Revenue Service Form W-8 or W-9, as applicable (or successor forms to establish exemption from withholding of US taxesforms). Each Lender, Lender or the Administrative Agent and Collateral Agent agrees that it shall, promptly upon a change of its lending office or the selection of any additional lending office, to the extent any form the forms previously delivered by it pursuant to this section is are no longer effective, and in any case promptly upon the Borrowers’ Borrower’s or the Administrative Agent’s 's reasonable request thereforafter the occurrence of any other event (including the passage of time) requiring the delivery of a Form W-8BEN, Form W-8ECI, Form W-8 or W-9 in addition to or in replacement of the forms previously delivered, deliver to the Borrowers Borrower and the Administrative Agent, as applicable, if and to the extent it is legally able properly entitled to do so, a properly completed and executed Form W-8BEN, Form W-8ECI, Form W-8 or W-9, as applicable (or any successor forms thereto).

Non-U.S. Lenders. If any Lender, any transferee, Each Lender and the Administrative Agent or the Collateral Agent that is not a U.S. Person as defined in Section 7701(a)(30) of the Code for U.S. federal income tax purposes (a “Non-U.S. Lender”), such Lender, transferee, Administrative Agent or Collateral Agent ) hereby agrees that, if and to the extent that it is legally able to do so, it shall, prior to the date of the first payment by the Borrowers Borrower hereunder to be made to such Lender, Lender or the Administrative Agent or Collateral Agent or for such Non-U.S. Lender’s, ’s or the Administrative Agent’s or Collateral Agent’s accountaccount (and thereafter when required to the extent it is legally entitled to do so), deliver to the Borrowers Borrower and the Administrative Agent, as applicable, such certificates, documents or other evidence, as and when required by the Code or Treasury Regulations issued pursuant theretoCode, including (ai) in the case of a Non-U.S. Lender that is a “bank” for purposes of Section 881(c)(3)(A) of the Code, two (2) duly completed copies of Internal Revenue Service Form W-8BEN or Form W-8ECI and any other certificate or statement of exemption required by Treasury Regulationsthe Code, or any subsequent versions thereof or successors thereto, properly completed and duly executed by such Lender, Lender or the Administrative Agent or Collateral Agent establishing that with respect to payments of principal, interest or fees hereunder it is (iA) not subject to United States federal withholding tax under the Code because such payment is effectively connected with the conduct by such Lender, Lender or Administrative Agent or Collateral Agent of a trade or business in the United States or (iiB) totally exempt or partially exempt from United States federal withholding tax under a provision of an applicable tax treaty and or (bii) in the case of a Non-U.S. Lender that is not legally entitled to deliver the forms specified in clause (i) and that is not a “bank” for purposes of Section 881(c)(3)(A) of the Code, a certificate in form and substance reasonably satisfactory to the Administrative Agent and the Borrowers Borrower and to the effect that (iA) such Non-U.S. Lender is not a “bank” for purposes of Section 881(c)(3)(A) of the Code, is not subject to regulatory or other legal requirements as a bank in any jurisdiction, and has not been treated as a bank for purposes of any tax, securities law or other filing or submission made to any governmental authority, any application made to a rating agency or qualification for any exemption from any tax, securities law or other legal requirements, (iiB) is not a ten (10) percent shareholder for purposes of Section 881(c)(3)(B) of the Code and (iiiC) is not a controlled foreign corporation receiving interest from a related person for purposes of Section 881(c)(3)(C) of the Code, together with a properly completed Internal Revenue Service Form W-8 W-8BEN; provided, that an Administrative Agent that delivers the forms and certificate provided in clause (ii) above must also deliver to the Borrower two accurate, complete and signed copies of either Internal Revenue Service Form W-8BEN or W-9W-8ECI, as or, in each case, an applicable (or successor forms to establish form, establishing a complete exemption from withholding of US taxes)U.S. federal income tax imposed on the payment of any fees to such Administrative Agent. Each Lender, Administrative Agent and Collateral Agent Lender agrees that it shall, promptly upon a change of its lending office or the selection of any additional lending office, to the extent any form the forms previously delivered by it pursuant to this section is are no longer effective, and in any case promptly upon the Borrowers’ Borrower’s or the Administrative Agent’s reasonable request thereforafter the occurrence of any other event (including the passage of time) requiring the delivery of a Form W-8BEN or Form W-8ECI in addition to or in replacement of the forms previously delivered, deliver to the Borrowers Borrower and the Administrative Agent, as applicable, if and to the extent it is legally able properly entitled to do so, a properly completed and executed Form W-8BEN, W-8BEN or Form W-8ECI, Form W-8 or W-9, as applicable (or any successor forms thereto). For any period with respect to which such Lender or Administrative Agent has failed to provide the Borrower with the appropriate, complete and accurate form or other relevant document pursuant to this Section 5.2(c) establishing a complete exemption from U.S. federal withholding tax (unless such failure is due to a change in treaty, law, or regulation occurring subsequent to the date on which a form originally was required to be provided), such Lender or Administrative Agent shall not be entitled to any “gross-up” of Taxes or indemnification under Section 5.2(b) with respect to Non-Excluded Taxes or Other Taxes imposed by the United States; provided, however, that should such a Lender or Administrative Agent, which is otherwise exempt from a withholding tax, become subject to Non-Excluded Taxes or Other Taxes because of its failure to deliver a form required hereunder, the Borrower shall take such steps as such Lender or Administrative Agent shall reasonably request, at such Lender’s or Administrative Agent’s expense, to assist such Lender or Administrative Agent to recover such Non-Excluded Taxes or Other Taxes.