Tax Forms. (a) (i) Each Lender with respect to a Loan or Commitment extended to a US Borrower, if such Lender is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (a “Foreign Lender”) shall, to the extent it is legally able to do so, deliver to the Administrative Agent and the Borrowers, prior to receipt of any payment subject to withholding under the Code (or upon accepting an assignment of an interest herein), two duly signed completed copies of either IRS Form W-8BEN or IRS Form W-8BEN-E or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, withholding tax on payments to be made to such Foreign Lender by the Borrowers pursuant to this Agreement) or IRS Form W-8ECI or any successor thereto (relating to payments to be made to such Foreign Lender by the Borrowers pursuant to this Agreement) or such other applicable evidence satisfactory to the Borrowers and the Administrative Agent that such Foreign Lender is entitled to an exemption from, or reduction of, U.S. withholding tax (including, in the case of a Foreign Lender claiming any exemption pursuant to Section 881(c) of the Code, a certificate to the effect that such Foreign Lender is not a “bank” within the meaning of [Section 881(c)(3)(A)] of the Code, a “10 percent shareholder” of the Borrowers within the meaning of [Section 881(c)(3)(B)] of the Code, or a “controlled foreign corporation” related to any Borrower described in [Section 881(c)(3)(C)] of the Code) (each a “Tax Compliance Certificate”).
Tax Forms. (a) (i) Each Lender with respect to a Loan or Commitment extended to a US Borrower, if such Lender is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (a “Foreign Lender””) shall, to the extent it is legally able to do so, deliver to the Administrative Agent and the Borrowers, prior to receipt of any payment subject to withholding under the Code (or upon accepting an assignment of an interest herein), two duly signed completed copies of either IRS Form W-8BEN or IRS Form W-8BEN-E or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, withholding tax on payments to be made to such Foreign Lender by the Borrowers pursuant to this Agreement) or IRS Form W-8ECI or any successor thereto (relating to payments to be made to such Foreign Lender by the Borrowers pursuant to this Agreement) or such other applicable evidence satisfactory to the Borrowers and the Administrative Agent that such Foreign Lender is entitled to an exemption from, or reduction of, U.S. withholding tax (including, in the case of a Foreign Lender claiming any exemption pursuant to Section 881(c) of the Code, a certificate to the effect that such Foreign Lender is not a “bank” within the meaning of [Section 881(c)(3)(A)] of the Code, a “10 percent shareholder” of the Borrowers within the meaning of [Section 881(c)(3)(B)] of the Code, or a “controlled foreign corporation” related to any Borrower described in [Section 881(c)(3)(C)] of the Code) (each a “Tax Compliance Certificate”).
Tax Forms. (a) (i) EachWithout limiting the generality of the foregoing, each Foreign Lender with respect to a Loan or Commitment extended to a US Borrower, if such Lender(as well as the Administrative Agent, in the event the Administrative Agent is not a “United States person” within the meaning of(as defined in Section 7701(a)(30) of the Code (a “Foreign Lender”Code)) shall,shall # furnish to the Borrower and the Administrative Agent on or prior to the date it becomes a party hereto, either # two executed copies of U.S. Internal Revenue Service Forms W-8BEN, or W-8BEN-E, claiming the benefits under any applicable income tax treaty (or successor form), # two executed copies of U.S. Internal Revenue Service Forms W-8ECI (or successor form), # two executed copies of U.S. Internal Revenue Service Forms W-8IMY (or successor form) and certification documents from each beneficial owner, as applicable, or # two executed copies of U.S. Internal Revenue Service Forms W-8EXP (or successor form), together with any required schedules or attachments, certifying, in each case, to such Foreign Lender’s legal entitlement to an exemption or reduction from U.S. federal withholding tax with respect to all interest payments hereunder, as may be applicable, and # to the extent it is legally able tomay lawfully do so, deliver to the Administrative Agent and the Borrowers, prior to receipt of any payment subject to withholding under the Code (or upon accepting an assignment of an interest herein), two duly signed completed copies of either IRS Form W-8BEN or IRS Form W-8BEN-E or any successor thereto (relating toso at such Foreign Lender and entitling it to an exemption from, or reduction of, withholding tax on payments to be made to such Foreign Lender by the Borrowers pursuant to this Agreement) or IRS Form W-8ECI or any successor thereto (relating to payments to be made to such Foreign Lender by the Borrowers pursuant to this Agreement) or such other applicable evidence satisfactory to the Borrowerstimes, provide Borrower and the Administrative Agent a new copy of U.S. Internal Revenue Service Form W-8BEN, W-8BEN-E, U.S. Internal Revenue Service Form W-8ECI, or U.S. Internal Revenue Service Form W-8IMY or U.S. Internal Revenue Service Form W-8EXP (in each case, together with any required schedules or attachments) upon the expiration or obsolescence of any previously delivered form, or at any other time upon the reasonable request of the Borrower or the Administrative Agent, to reconfirm any complete exemption from, or any entitlement to a reduction in, U.S. federal withholding tax with respect to any interest payment hereunder; provided that any Foreign Lender that is claiming exemption from U.S. federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest” shall furnish a “U.S. Tax Certificate” in the form of Exhibit G-11] attached to such Foreign Lender’s U.S. Internal Revenue Service Form W-8BEN or W-8BEN-E; provided, further, that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender is entitled to an exemption from, or reduction of, U.S. withholding tax (including, inare claiming the case of a Foreign Lender claiming any exemption pursuant to Section 881(c) of the Code, a certificate to the effect thatportfolio interest exemption, such Foreign Lender is notmay provide a “bank” withinU.S. Tax Certificate substantially in the meaningform of [Section 881(c)(3)(A)]Exhibit G-44] on behalf of the Code, a “10 percent shareholder” of the Borrowers within the meaning of [Section 881(c)(3)(B)] of the Code, or a “controlled foreign corporation” related to any Borrower described in [Section 881(c)(3)(C)] of the Code) (each a “Tax Compliance Certificate”).each such direct and indirect partner.
Tax Forms. (a) (i) Each LenderTo the extent it is legally able to do so, each , or Issuing Bank (including an Eligible Assignee to which a assigns its interest in accordance with respect to[Section 11.07], unless such Eligible Assignee is already a Loan or Commitment extended to a US Borrower, if such Lender hereunder) that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (a(each, a “Foreign Lender””) shall,agrees to the extent it is legally able to do so,complete and deliver to the Administrative Agent and the Borrowers,Administrative on or prior to receiptthe date on which the Foreign becomes a party hereto (and from time to time thereafter upon the reasonable request of any payment subject to withholding under the Code (or upon accepting an assignment of an interest herein) or the Administrative ), two dulyaccurate, complete and signed completed copies of eitherwhichever of the following is applicable: # IRS Form W-8BEN or IRS Form W-8BEN-E or any successor thereto (relatingcertifying that it is entitled to such Foreign Lender and entitling itbenefits under an income tax treaty to an exemption from, or reduction of, withholding tax on payments to be made to such Foreign Lender bywhich the Borrowers pursuant to this Agreement) orUnited States is a party; # IRS Form W-8ECI or any successor thereto (relating to payments to be made to such Foreign Lender bycertifying that the Borrowersincome receivable pursuant to this Agreement)any Loan Document is effectively connected with the conduct of a trade or such other applicable evidence satisfactory to the Borrowers and the Administrative Agent that such Foreign Lender is entitled to an exemption from, or reduction of, U.S. withholding tax (including,business in the case of aUnited States; # if the Foreign Lender claiming any exemption pursuant to Section 881(c) of the Code, a certificate to the effect that such Foreign Lender is not # a “bank” within the meaning ofbank described in [Section 881(c)(3)(A)] of the Code, # a “10 10-percent shareholder”shareholder of the Borrowers within the meaning of described in [Section 881(c)871(h)(3)(B)] of the Code, or # a “controlledcontrolled foreign corporation”corporation related to any Borrower described in [Section 881(c)(3)(C)the [[Borrower:Organization]] within the meaning of Section 864(d) of the Code) (eachCode, a “Tax Compliancecertificate to that effect in substantially the form attached hereto as [Exhibit G] (a “Non-Bank Certificate”). and an IRS Form W-8BEN or Form W-8BEN-E, certifying that the Foreign is not a United States person; # to the extent a Foreign is not the beneficial owner for U.S. federal income tax purposes, IRS Form W-8IMY (or any successor forms) of the Foreign , accompanied by, as and to the extent applicable, an IRS Form W-8BEN, Form W-8BEN-E, Form W-8ECI, Non-Bank Certificate, Form W-9, Form W-8IMY (or other successor forms) and any other required supporting information from each beneficial owner (it being understood that a Foreign need not provide certificates or supporting documentation from beneficial owners if # the Foreign is a “qualified intermediary” or “withholding foreign partnership” for U.S. federal income tax purposes and # such Foreign is as a result able to establish, and does establish, that payments to such Foreign are, to the extent applicable, entitled to an exemption from or, if an exemption is not available, a reduction in the rate of, U.S. federal withholding taxes without providing such certificates or supporting documentation); or # any other form prescribed by applicable requirements of U.S. federal income tax law as a basis for claiming exemption from or a reduction in U.S. federal withholding tax, duly completed, together with such supplementary documentation as may be prescribed by applicable requirements of law to permit the and the Administrative to determine the withholding or deduction required to be made.
Tax Forms. (a) (i) Each Lender with respectthat is a “United States person” as defined in Section 7701(a)(30) of the Code shall deliver to the Borrower and the Administrative Agent on or before the date on which it becomes a Loan or Commitment extendedparty to a US Borrower, ifthis Agreement two properly completed and duly signed copies of U.S. Internal Revenue Service (“IRS”) Form W-9 (or any successor form) certifying that such Lender is exempt from U.S. federal backup withholding tax. Each Lender (or Transferee) that is not a “United States person” within the meaning ofas defined in Section 7701(a)(30) of the Code (a “Foreign“Non-U.S. Lender”) shall, to the extent it is legally able to do so,shall deliver to the Administrative Agent and the Borrowers, prior to receipt of any payment subject to withholding under the Code (or upon accepting an assignment of an interest herein), two duly signed completed copies of either IRS Form W-8BEN or IRS Form W-8BEN-E or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, withholding tax on payments to be made to such Foreign Lender by the Borrowers pursuant to this Agreement) or IRS Form W-8ECI or any successor thereto (relating to payments to be made to such Foreign Lender by the Borrowers pursuant to this Agreement) or such other applicable evidence satisfactory to the BorrowersBorrower and the Administrative Agent that such Foreign Lender is entitled to an exemption from, or reduction of, U.S. withholding tax (including,(or, in the case of a ForeignParticipant, to the Lender from which the related participation shall have been purchased) # two copies of properly completed and duly executed IRS Form W-8BEN, Form W-8BEN-E, Form W-8ECI or Form W-8IMY, as applicable, (together with any applicable underlying IRS forms and appropriate attachments), on which such Non-U.S. Lender (or the direct and indirect beneficial owners of a Non-U.S. Lender) shall claim any exemption from or reduction of U.S. federal withholding tax for which such Non-U.S. Lender is eligible, # in the case of a Non-U.S. Lender claiming any exemption pursuant tofrom U.S. federal withholding tax under Section 871(h) or 881(c) of the Code,Code with respect to payments of “portfolio interest,” a certificatestatement substantially in the form of [Exhibit F] and the applicable IRS Form W-8, or any subsequent versions thereof or successors thereto, properly completed and duly executed by such Non-U.S. Lender, or # any other form prescribed by the applicable requirements of U.S. federal income tax law as a basis for claiming exemption from or a reduction in U.S. federal withholding tax duly completed together with such supplementary documentation as may be prescribed by applicable requirements of law to permit the effect thatBorrower and the Administrative Agent to determine the withholding or deduction required to be made or to satisfy any information reporting requirements. Such forms shall be delivered by each Non-U.S. Lender on or before the date it becomes a party to this Agreement (or, in the case of any Participant, on or before the date such Foreign Lender is not a “bank” withinParticipant purchases the meaning of [Section 881(c)(3)(A)]related participation) and from time to time thereafter upon the request of the Code, a “10 percent shareholder”Borrower or the Administrative Agent. In addition, each Non-U.S. Lender shall deliver such forms promptly on or before the inaccuracy, obsolescence or invalidity of the Borrowers within the meaning of [Section 881(c)(3)(B)] of the Code, or a “controlled foreign corporation” related to any Borrower described in [Section 881(c)(3)(C)] of the Code) (each a “Tax Compliance Certificate”).
Tax Forms. (a) (i) Each Lender with respect to a Loan or Commitment extended to a US Borrower, if such Lender(or Transferee) # that is not a “United States“U.S. person” within the meaning ofas defined in Section 7701(a)(30) of the Code (a “Foreign“Non-U.S. Lender”) shall deliver to the Company and the Administrative Agent two copies of either U.S. Internal Revenue Service Form W-8BEN, Form W-8BEN-E or Form W-8ECI, or, in the case of a Non-U.S. Lender claiming exemption from U.S. federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, a statement substantially in the form of a Form W-8BEN, Form W-8BEN-E, or any subsequent versions thereof or successors thereto, properly completed and duly executed by such Non-U.S. Lender claiming complete exemption from U.S. federal withholding tax on all payments by the Company under this Agreement and the other Loan Documents and # that is a “U.S. Person” as defined in Section 7701(a)(30) of the Code shall deliver to the Company and the Administrative Agent (or in the case of a Participant, to the Lender from which the related participation shall have been purchased) two properly completed and duly executed copies of U.S. Internal Revenue Service Form W-9. Such forms shall be delivered by each Lender on or before the date it becomes a party to this Agreement (or, in the case of any Participant, on or before the date such Participant purchases the related participation). Thereafter, each Lender shall, to the extent it is legally able to do so, deliver tosuch forms promptly upon the Administrative Agent and the Borrowers, prior to receiptobsolescence or invalidity of any payment subjectform previously delivered by such Lender at any other time prescribed by applicable law or as reasonably requested by the Company. In the event of a Change in Tax Law, each Lender shall deliver all such forms that it is legally able to withholding under the Code (or upon accepting an assignmentdeliver, including any form claiming a reduced rate of an interest herein), two duly signed completed copies of either IRS Form W-8BEN or IRS Form W-8BEN-E or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of,U.S. federal withholding tax on payments to be made to such Foreign Lender by the Borrowers pursuantCompany under this Agreement and any other Loan Document. Each Non-U.S. Lender shall promptly notify the Company at any time it determines that it is no longer in a position to this Agreement) or IRS Form W-8ECI orprovide any successor thereto (relating to payments to be made to such Foreign Lender by the Borrowers pursuant to this Agreement) or such other applicable evidence satisfactory to the Borrowers and the Administrative Agent that such Foreign Lender is entitled to an exemption from, or reduction of, U.S. withholding tax (including, in the case of a Foreign Lender claiming any exemption pursuant to Section 881(c) of the Code, apreviously delivered certificate to the effect thatCompany (and any other form of certification adopted by the U.S. taxing authorities for such Foreign Lender is not a “bank” within the meaning of [Section 881(c)(3)(A)] of the Code, a “10 percent shareholder” of the Borrowers within the meaning of [Section 881(c)(3)(B)] of the Code, or a “controlled foreign corporation” related to any Borrower described in [Section 881(c)(3)(C)] of the Code) (each a “Tax Compliance Certificate”)purpose).
Tax Forms. (a) (i) EachAny Foreign Lender with respectshall, on the date it becomes a party to a Loan or Commitment extended to a US Borrower, if such Lender is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (a “Foreign Lender”) shall, to the extent it is legally able to do so, deliver to the Administrative Agent and the Borrowers, prior to receipt of any payment subject to withholding under the Code (or upon acceptingthis Agreement (whether as an assignmentassignee of an interest herein)under this Agreement pursuant to [Sections 13.7(a) or 13.7(f)])] or otherwise), twoor upon any change in its lending office, deliver to Lead Borrower and Administrative Agent: # duly signed completed copies of either IRSInternal Revenue Service Form W-8BEN claiming exemption from, or IRS Form W-8BEN-Ea reduction to, withholding tax under an income tax treaty, or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, withholding tax on payments to be made to such Foreign Lender by the Borrowers pursuant to this Agreement) or IRSform, # duly completed copies of Internal Revenue Service Form W-8ECI claiming exemption from withholding because the income is effectively connection with a U.S. trade or business or any successor thereto (relating to payments to be made to such Foreign Lender by the Borrowers pursuant to this Agreement) or such other applicable evidence satisfactory to the Borrowers and the Administrative Agent that such Foreign Lender is entitled to an exemption from, or reduction of, U.S. withholding tax (including,form, # in the case of a Foreign Lender claiming anythe benefits of the exemption pursuant to Sectionfor portfolio interest under Sections 871(h) or 881(c) of the Code, # a certificate of the Lender to the effect that such Foreign Lender is not a “bank” within the meaning of [Section 881(c)(3)(A)] of the Code, a “10 percent shareholder” of the Borrowersa Borrower within the meaning of [Section 881(c)(3)(B)] of the Code,Code or a “controlled foreign corporation” related to any Borrower described inand [Section 881(c)(3)(C)] of the Code) (eachCode and # duly completed copies of Internal Revenue Service Form W-8BEN claiming exemption from withholding under the portfolio interest exemption or any successor form or # any other applicable form, certificate or document prescribed by applicable law as a “Tax Compliance Certificate”).basis for claiming exemption from or a reduction in United States
Tax Forms. (a) (i) Each Lender with respect to a Loan or Commitment extended to a US Borrower, if such Lender(or Transferee) # that is not a “United States“U.S. person” within the meaning ofas defined in Section 7701(a)(30) of the Code (a “Foreign“Non-U.S. Lender”) shall deliver to the Company and the Applicable Agents two copies of either U.S. Internal Revenue Service Form W-8BEN, Form W-8BEN-E or Form W-8ECI, or, in the case of a Non-U.S. Lender claiming exemption from U.S. federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, a statement substantially in the form of a Form W-8BEN, Form W-8BEN-E, or any subsequent versions thereof or successors thereto, properly completed and duly executed by such Non-U.S. Lender claiming complete exemption from U.S. federal withholding tax on all payments by the Company or any Subsidiary Borrower under this Agreement and the other Loan Documents and # that is a “U.S. Person” as defined in Section 7701(a)(30) of the Code shall deliver to the Company and the Applicable Agents (or in the case of a Participant, to the Lender from which the related participation shall have been purchased) two properly completed and duly executed copies of U.S. Internal Revenue Service Form W-9. Such forms shall be delivered by each Lender on or before the date it becomes a party to this Agreement (or, in the case of any Participant, on or before the date such Participant purchases the related participation). Thereafter, each Lender shall, to the extent it is legally able to do so, deliver tosuch forms promptly upon the Administrative Agent and the Borrowers, prior to receiptobsolescence or invalidity of any payment subjectform previously delivered by such Lender at any other time prescribed by applicable law or as reasonably requested by the Company. In the event of a Change in Tax Law, each Lender shall deliver all such forms that it is legally able to withholding under the Code (or upon accepting an assignmentdeliver, including any form claiming a reduced rate of an interest herein), two duly signed completed copies of either IRS Form W-8BEN or IRS Form W-8BEN-E or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of,U.S. federal withholding tax on payments to be made to such Foreign Lender by the Borrowers pursuant to this Agreement) or IRS Form W-8ECICompany or any successor thereto (relatingSubsidiary Borrower under this Agreement and any other Loan Document. Each Non-U.S. Lender shall promptly notify the Company at any time it determines that it is no longer in a position to payments to be made to such Foreign Lender by the Borrowers pursuant to this Agreement) or such other applicable evidence satisfactory to the Borrowers and the Administrative Agent that such Foreign Lender is entitled to an exemption from, or reduction of, U.S. withholding tax (including, in the case of a Foreign Lender claimingprovide any exemption pursuant to Section 881(c) of the Code, apreviously delivered certificate to the effect thatCompany (and any other form of certification adopted by the U.S. taxing authorities for such Foreign Lender is not a “bank” within the meaning of [Section 881(c)(3)(A)] of the Code, a “10 percent shareholder” of the Borrowers within the meaning of [Section 881(c)(3)(B)] of the Code, or a “controlled foreign corporation” related to any Borrower described in [Section 881(c)(3)(C)] of the Code) (each a “Tax Compliance Certificate”)purpose).
Tax Forms. (a) (i) Each Foreign Lender with respect to a Loan or Commitment extended to a US Borrower, ifto the extent it does not act or ceases to act for its own account with respect to any portion of any sums paid or payable to such Lender is not a “United States person” within the meaning of Section 7701(a)(30)under any of the Code (a “Foreign Lender”)Loan Documents (for example, in the case of a typical participation by such Lender), shall, to the extent that it is legally able to do so, deliver to the Administrative Agent and the Borrowers, priorBorrowers on the date when such Foreign Lender ceases to receiptact for its own account with respect to any portion of any payment subject to withholding undersuch sums paid or payable, and at such other times as may be necessary in the Code (or upon accepting an assignmentdetermination of an interest herein)the Administrative Agent and the Borrowers (in the reasonable exercise of their discretion), # two duly signed completed copies of eitherthe forms or statements required to be provided by such Lender as set forth above, to establish the portion of any such sums paid or payable with respect to which such Lender acts for its own account that is not subject to U.S. withholding tax, and # two duly signed completed copies of IRS Form W-8BEN or8IMY (or any successor thereto), together with IRS Form W-8BEN-E or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, withholding tax on payments to be made to such Foreign Lender by the Borrowers pursuant to this Agreement) or8ECI, IRS Form W-8ECI 8BEN, IRS Form W-8BEN-E, Tax Compliance Certificates and/or any successor thereto (relating to payments to be made to such Foreign Lender by the Borrowers pursuant to this Agreement)other certificate or such other applicable evidence satisfactory to the Borrowers and the Administrative Agent that such Foreign Lender is entitled to anstatement of exemption from, or reduction of, U.S. withholding tax (including, in the case of a Foreign Lender claiming any exemption pursuant to Section 881(c) offrom each beneficial owner required under the Code, a certificate to the effect that such Foreign Lender is not a “bank” within the meaning of [Section 881(c)(3)(A)] of the Code, a “10 percent shareholder” of the Borrowers within the meaning of [Section 881(c)(3)(B)] of the Code, or a “controlled foreign corporation” related to any Borrower described in [Section 881(c)(3)(C)] of the Code) (each a “Tax Compliance Certificate”).as applicable.
Tax Forms. (a) (i) EachDocumentation If a Borrower is resident for tax purposes in the United States, any Lender with respect to a Loan or Commitment extended to a US Borrower, if such Lenderthat is not a “United States person” within the meaning of Sectionsection 7701(a)(30) of the Code (a “Foreign Lender”) shall,shall deliver to Agent and Borrower Agent, on the Closing Date or on or prior to the extent it is legally able to do so, deliver to the Administrative Agent and the Borrowers, prior to receipt of any payment subject to withholding under the Code (or upon accepting an assignment of an interest herein), two duly signed completed copies of eitherdate such Person becomes a Lender, IRS Form W-8BEN or IRS Form W-8BEN-E or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, withholding tax on payments to be made to such Foreign Lender by the Borrowers pursuant to this Agreement) or IRS Form W-8ECI or any successor thereto (relating to payments to be made to such Foreign Lender by the Borrowers pursuant to this Agreement)9 or such other applicable evidence satisfactorydocumentation or information prescribed by Applicable Law or reasonably requested by Agent or Borrower Agent to the Borrowers and the Administrative Agent thatdetermine whether such Lender is subject to backup withholding or information reporting requirements If any Foreign Lender is entitled to anany exemption from,from or reduction of, U.S.of withholding tax (including,for payments with respect to the Obligations, it shall deliver to Agent and Borrower Agent, on or prior to the date on which it becomes a Lender hereunder (and from time to time thereafter upon request by Agent or Borrower Agent, but only if such Foreign Lender is legally entitled to do so), # IRS Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States is a party; # IRS Form W-8ECI; # IRS Form W-8IMY and all required supporting documentation; # in the case of a Foreign Lender claiming anythe benefits of the exemption pursuant to Sectionfor portfolio interest under section 881(c) of the Code, IRS Form W-8BEN and a certificate to the effect thatshowing such Foreign Lender is not # a “bank” within the meaning of [Section[section 881(c)(3)(A)] of the Code, # a “10 percent shareholder” of the Borrowersany Borrower within the meaning of [Section[section 881(c)(3)(B)] of the Code, or # a “controlled foreign corporation” related to any Borrower described in [Section[section 881(c)(3)(C)] of the Code) (eachCode; or # any other form prescribed by Applicable Law as a “Tax Compliance Certificate”).basis for claiming exemption from or a reduction in withholding tax, together with such supplementary documentation necessary to allow Agent and Borrowers to determine the withholding or deduction required to be made.
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