Common use of Withholding Forms Clause in Contracts

Withholding Forms. The Investor represents, warrants and agrees (for the benefit of the Partnership and of any person or entity who participated in the offer or sale of the Partnership Interest) that it will provide in a timely manner a properly completed U.S. Internal Revenue Service Tax Form W-8BEN, W-8BEN-E, W-8IMY, W-8EXP or W-8ECI (each, a foreign person certificate) or W-9 (a U.S. person certificate), as appropriate, and any other forms or documents as required by the General Partner (including but not limited to the Self-Certification Form attached to this Subscription Agreement), and to the extent the Investor has provided a W-8IMY, the Investor represents, warrants and agrees that it will provide properly completed withholding certificates for its beneficial owners. If providing a W-8IMY, the Investor agrees that the Partnership may charge the Investor for any incremental tax accounting expenses incurred as a consequence of Investor’s structure. The Investor shall (a) promptly inform the General Partner of any change in such information and (b) furnish to the Partnership a new properly completed and executed IRS Form W-9, appropriate IRS Form W-8 (and any accompanying required documentation), as may be requested from time to time by the General Partner and as may be required under the Internal Revenue Service instructions to such forms, the Code, any applicable Treasury Regulations or any other applicable law or regulation. The Investor shall cooperate with the General Partner to provide in a timely manner any other information, form, disclosure, certification or documentation that the General Partner may reasonably request (including, without limitation, (x) the name, address and taxpayer identification number of any “substantial U.S. owner” of the Investor or other information required to reduce or eliminate any withholding tax directly or indirectly imposed on or collected by or with respect to the Partnership or any other entity in which such entities invest pursuant to (a) Sections 1471 through 1474 of the Code and any associated legislation, regulations or guidance, or similar legislation, regulations or guidance enacted in any other jurisdiction which seeks to implement equivalent tax reporting, financial or tax information sharing, and/or withholding tax regimes, (b) the OECD Standard for Automatic Exchange of Financial Account Information in Tax Matters – the Common Reporting Standard (the “CRS”) and any associated guidance, (c) any intergovernmental agreement, treaty or any other arrangement between one jurisdiction and any of the U.S., the United Kingdom or any other jurisdiction (including between any governmental bodies in each relevant jurisdiction) entered into to facilitate, implement, comply with or supplement the legislation, regulations, or guidance described in the foregoing clauses (a) and (b), or (d) any similar regime under non-U.S. law implementing the foregoing clauses (a), (b) or (c) (“FATCA”) and (y) any other information reasonably requested by the General Partner that is necessary for the Partnership to comply with its obligations pursuant to FATCA) in order to maintain appropriate records and provide for withholding amounts, if any, relating to the Investor’s interest in the Partnership, or otherwise as the General Partner deems reasonably necessary for the conduct of the Partnership’s affairs. In the event that the Investor fails to provide any such information regarding U.S. tax withholding, the General Partner, the Partnership and their respective direct or indirect partners, members, managers, officers, directors, employees, agents, service providers and their affiliates shall have no obligation or liability to the Investor with respect to any U.S. tax matters or obligations that may be assessed against the Investor or its beneficial owners. The Investor expressly acknowledges that such tax forms and withholding information may be disclosed to the Cayman Islands Tax Information Authority (or any other Cayman Islands governmental body which collects information in accordance with FATCA) and provided to any withholding agent that has control, receipt or custody of the income of which the Investor is the beneficial owner or any withholding agent that can disburse or make payments of the income of which the Investor is the beneficial owner. In addition, the Investor consents to the use of any information provided by the Investor for purposes of complying with Sections 1471-1474 of the Code or any agreement between the United States and any non-U.S. jurisdiction implementing such Code sections or any laws, rules or regulations pursuant to such an agreement and/or for the purposes of complying with the FATCA. Without limiting the generality of the foregoing, the Investor agrees to waive any provision of foreign law that, absent such waiver, would prevent any reporting of information referred to in Section 1471(b) or (c) of the Code or pursuant to the FATCA.

Withholding Forms. The Investor representsEach Purchaser shall deliver to the Company an IRS Form W-9 or applicable IRS Form W-8, warrants and agrees (for the benefit of the Partnership and of or any person or entity who participated in the offer or sale of the Partnership Interest) that it will provide in a timely manner a properly completed U.S. Internal Revenue Service Tax Form W-8BEN, W-8BEN-E, W-8IMY, W-8EXP or W-8ECI (each, a foreign person certificate) or W-9 (a U.S. person certificate)successor form, as appropriate, properly completed and duly executed by such Purchaser, and such other documentation required under the Code or reasonably requested by the Company, establishing that such Purchaser is exempt from U.S. federal withholding and backup withholding tax with respect to payments under this Agreement. In addition, any Purchaser that is entitled to an exemption from or reduction of any other forms or documents as required by the General Partner (including but not limited withholding Tax with respect to payments under this Agreement shall deliver to the Self-Certification Form attached to this Subscription Agreement), and to the extent the Investor has provided a W-8IMY, the Investor represents, warrants and agrees that it will provide properly completed withholding certificates for its beneficial owners. If providing a W-8IMY, the Investor agrees that the Partnership may charge the Investor for any incremental tax accounting expenses incurred as a consequence of Investor’s structure. The Investor shall (a) promptly inform the General Partner of any change in Company such information and (b) furnish to the Partnership a new properly completed and executed documentation reasonably requested by the Company or the Administrative Agent as will permit any payments under this Agreement to be made without such withholding or at a reduced rate of such withholding. Each Purchaser will notify the Company reasonably in advance of any action or proposed action that would make any such form or documentation inaccurate and will replace the inaccurate form or documentation with an accurate one. The Company shall provide a Purchaser any reasonable assistance it may seek in obtaining an exemption or reduced rate from, or refund of, any withholding tax, if applicable. In addition, the Administrative Agent (or any successor Administrative Agent) shall, on or before the date on which it becomes a party hereto, provide to the Company duly completed and executed copies of (i) IRS Form W-9W-9 or (ii) if the Administrative Agent is not a “United States person” within the meaning of Section 7701(a)(30) of the Code, IRS Form W-8IMY (with respect to amounts received on account of any Purchaser) and an appropriate IRS Form W-8 (and any accompanying required documentation), as may be requested from time to time by the General Partner and as may be required under the Internal Revenue Service instructions to such forms, the Code, any applicable Treasury Regulations or any other applicable law or regulation. The Investor shall cooperate with the General Partner to provide in a timely manner any other information, form, disclosure, certification or documentation that the General Partner may reasonably request (including, without limitation, (x) the name, address and taxpayer identification number of any “substantial U.S. owner” of the Investor or other information required to reduce or eliminate any withholding tax directly or indirectly imposed on or collected by or with respect to amounts received on its own account), with the Partnership or any other entity effect that, in which such entities invest pursuant to (a) Sections 1471 through 1474 of the Code and any associated legislation, regulations or guidance, or similar legislation, regulations or guidance enacted in any other jurisdiction which seeks to implement equivalent tax reporting, financial or tax information sharing, and/or withholding tax regimes, (b) the OECD Standard for Automatic Exchange of Financial Account Information in Tax Matters – the Common Reporting Standard (the “CRS”) and any associated guidance, (c) any intergovernmental agreement, treaty or any other arrangement between one jurisdiction and any of the U.S.either case, the United Kingdom or any other jurisdiction (including between any governmental bodies in each relevant jurisdiction) entered into to facilitate, implement, comply with or supplement the legislation, regulations, or guidance described in the foregoing clauses (a) and (b), or (d) any similar regime under non-U.S. law implementing the foregoing clauses (a), (b) or (c) (“FATCA”) and (y) any other information reasonably requested by the General Partner that is necessary for the Partnership to comply with its obligations pursuant to FATCA) in order to maintain appropriate records and provide for withholding amounts, if any, relating to the Investor’s interest in the Partnership, or otherwise as the General Partner deems reasonably necessary for the conduct of the Partnership’s affairs. In the event that the Investor fails to provide any such information regarding U.S. tax withholding, the General Partner, the Partnership and their respective direct or indirect partners, members, managers, officers, directors, employees, agents, service providers and their affiliates shall have no obligation or liability to the Investor with respect to any U.S. tax matters or obligations that may Company will be assessed against the Investor or its beneficial owners. The Investor expressly acknowledges that such tax forms and withholding information may be disclosed to the Cayman Islands Tax Information Authority (or any other Cayman Islands governmental body which collects information in accordance with FATCA) and provided to any withholding agent that has control, receipt or custody of the income of which the Investor is the beneficial owner or any withholding agent that can disburse or make payments of the income of which the Investor is the beneficial owner. In addition, the Investor consents to the use of any information provided by the Investor for purposes of complying with Sections 1471-1474 of the Code or any agreement between the United States and any non-U.S. jurisdiction implementing such Code sections or any laws, rules or regulations pursuant to such an agreement and/or for the purposes of complying with the FATCA. Without limiting the generality of the foregoing, the Investor agrees to waive any provision of foreign law that, absent such waiver, would prevent any reporting of information referred to in Section 1471(b) or (c) of the Code or pursuant to the FATCA.entitled to