Common use of Certain Tax Considerations Clause in Contracts

Certain Tax Considerations. (i) Dealer makes the following representations to Company: it is a “foreign person” (as that term is used in section 1.6041-4(a)(4) of the United States Treasury Regulations) for United States federal income tax purposes and a “non-U.S. branch of a foreign person” (as that term is used in section 1.1441-4(a)(3)(ii) of the United States Treasury Regulations) for United States federal income tax purposes. (ii) Dealer agrees to deliver to Company a valid, accurate and complete U.S. Internal Revenue Service Form W-8BEN-E (or any successor form) and any required attachments thereto (A) upon execution of this Confirmation, (B) promptly upon reasonable demand by Company and (C) promptly upon learning that any Form W-8BEN-E (or any successor thereto) previously provided by Dealer has become obsolete, invalid or incorrect. (iii) Company makes the following representation to Dealer: it is a corporation established under the laws of the State of Delaware and is a “United States person” (as that term is defined in Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended). Company agrees to deliver to Dealer a valid, accurate and complete U.S. Internal Revenue Service Form W-9 (or any successor form) and any required attachments thereto (A) upon execution of this Confirmation, (B) promptly upon reasonable demand by Dealer and (C) promptly upon learning that any Form W-9 (or any successor thereto) previously provided by Company has become obsolete, invalid or incorrect.

Certain Tax Considerations. (i) Dealer makes the following representations to CompanyCounterparty: it is a “foreign person” (as that term is used in section 1.6041-4(a)(4) of the United States Treasury Regulations) for United States federal income tax purposes and a “non-U.S. branch of a foreign person” (as that term is used in section 1.1441-4(a)(3)(ii) of the United States Treasury Regulations) for United States federal income tax purposes. (ii) Dealer agrees to deliver to Company Counterparty a valid, accurate and complete U.S. Internal Revenue Service Form W-8BEN-E (or any successor form) and any required attachments thereto (A) upon execution of this Confirmation, (B) promptly upon reasonable demand by Company Counterparty and (C) promptly upon learning that any Form W-8BEN-E (or any successor thereto) previously provided by Dealer has become obsolete, invalid or incorrect. (iii) Company Dealer makes the following representation to Counterparty: it is a “dealer” within the meaning of Section 1.1001-4(b)(1) of the United States Treasury Regulations. (iv) Counterparty makes the following representation to Dealer: it is a corporation established under the laws of the State of Delaware and is a “United States person” (as that term is defined in Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended). Company Counterparty agrees to deliver to Dealer a valid, accurate and complete U.S. Internal Revenue Service Form W-9 (or any successor form) and any required attachments thereto (A) upon execution of this Confirmation, (B) promptly upon reasonable demand by Dealer and (C) promptly upon learning that any Form W-9 (or any successor thereto) previously provided by Company Counterparty has become obsolete, invalid or incorrect.

Certain Tax Considerations. (i) Dealer makes the following representations to Company: it is a “foreign person” (as that term is used in section 1.6041-4(a)(4) national banking association organized under the laws of the United States and its U.S. taxpayer identification number is 00-0000000. It is “exempt” within the meaning of U.S. Treasury RegulationsRegulations Sections 1.6041-3(p) for United States federal income tax purposes and a “non1.6049-U.S. branch of a foreign person” (as that term is used in section 1.1441-4(a)(3)(ii4(c) of the United States Treasury Regulations) for United States federal income tax purposesfrom information reporting on Form 1099 and backup withholding. (ii) Dealer agrees to deliver to Company a valid, accurate and complete U.S. Internal Revenue Service Form W-8BEN-E W-9 (or any successor form) and any required attachments thereto (A) upon execution of this Confirmation, (B) promptly upon reasonable demand by Company and (C) promptly upon learning that any Form W-8BEN-E W-9 (or any successor thereto) previously provided by Dealer has become obsolete, invalid or incorrect. (iii) Company makes the following representation to Dealer: it is a corporation established under the laws of the State of Delaware and is a “United States person” (as that term is defined in Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended). Company agrees to deliver to Dealer a valid, accurate and complete U.S. Internal Revenue Service Form W-9 (or any successor form) and any required attachments thereto (A) upon execution of this Confirmation, (B) promptly upon reasonable demand by Dealer and (C) promptly upon learning that any Form W-9 (or any successor thereto) previously provided by Company has become obsolete, invalid or incorrect.

Certain Tax Considerations. (i) Dealer makes the following representations to CompanyCounterparty: it is a “foreign person” (as that term is used in section 1.6041-4(a)(4) of the United States Treasury Regulations) for United States federal income tax purposes and a “non-U.S. branch each payment received or to be received by it in connection with this Confirmation is effectively connected with its conduct of a foreign person” (as that term is used trade or business in section 1.1441-4(a)(3)(ii) of the United States Treasury Regulations) for United States federal income tax purposesStates. (ii) Dealer agrees to deliver to Company Counterparty a valid, accurate and complete U.S. Internal Revenue Service Form W-8BEN-E W-8ECI (or any successor form) and any required attachments thereto (A) upon execution of this Confirmation, (B) promptly upon reasonable demand by Company Counterparty and (C) promptly upon learning that any Form W-8BEN-E W-8ECI (or any successor thereto) previously provided by Dealer has become obsolete, invalid or incorrect. (iii) Company Dealer makes the following representation to Counterparty: it is a “dealer” within the meaning of Section 1.1001-4(b)(1) of the United States Treasury Regulations. (iv) Counterparty makes the following representation to Dealer: it is a corporation established under the laws of the State of Delaware and is a “United States person” (as that term is defined in Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended). Company Counterparty agrees to deliver to Dealer a valid, accurate and complete U.S. Internal Revenue Service Form W-9 (or any successor form) and any required attachments thereto (A) upon execution of this Confirmation, (B) promptly upon reasonable demand by Dealer and (C) promptly upon learning that any Form W-9 (or any successor thereto) previously provided by Company Counterparty has become obsolete, invalid or incorrect.

Certain Tax Considerations. (i) Dealer makes the following representations to Company: it is a “foreign person” (as that term is used in section 1.6041-4(a)(4) of the United States Treasury Regulations) for United States federal income tax purposes and a “non-U.S. branch each payment received or to be received by it in connection with this Confirmation is effectively connected with its conduct of a foreign person” (as that term is used trade or business in section 1.1441-4(a)(3)(ii) of the United States Treasury Regulations) for United States federal income tax purposesStates. (ii) Dealer agrees to deliver to Company a valid, accurate and complete U.S. Internal Revenue Service Form W-8BEN-E W-8ECI (or any successor form) and any required attachments thereto (A) upon execution of this Confirmation, (B) promptly upon reasonable demand by Company and (C) promptly upon learning that any Form W-8BEN-E W-8ECI (or any successor thereto) previously provided by Dealer has become obsolete, invalid or incorrect. (iii) Company makes the following representation to Dealer: it is a corporation established under the laws of the State of Delaware and is a “United States person” (as that term is defined in Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended). Company agrees to deliver to Dealer a valid, accurate and complete U.S. Internal Revenue Service Form W-9 (or any successor form) and any required attachments thereto (A) upon execution of this Confirmation, (B) promptly upon reasonable demand by Dealer and (C) promptly upon learning that any Form W-9 (or any successor thereto) previously provided by Company has become obsolete, invalid or incorrect.

Certain Tax Considerations. (i) Dealer makes the following representations represents to Company: Counterparty that it is a “foreign person” (as that term is used in section 1.6041-4(a)(4) of the United States Treasury Regulations) for United States federal income tax purposes and a “non-U.S. branch of a foreign person” (as that term is used in section 1.1441-4(a)(3)(ii) of the United States Treasury Regulations) for United States federal income tax purposes. (ii) Dealer agrees to deliver to Company Counterparty a valid, accurate and complete U.S. Internal Revenue Service Form W-8BEN-E (or any successor form) and any required attachments thereto (A) upon execution of this Confirmation, (B) promptly upon reasonable demand by Company Counterparty and (C) promptly upon learning that any Form W-8BEN-E (or any successor thereto) previously provided by Dealer has become obsolete, invalid or incorrect. (iii) Company makes the following representation Counterparty represents to Dealer: Dealer that it is a domestic corporation established under the laws of the State of Delaware and is a “United States person” for U.S. federal income tax purposes. (as that term is defined in Section 7701(a)(30iv) of the Internal Revenue Code of 1986, as amended). Company Counterparty agrees to deliver to Dealer a valid, accurate and complete U.S. Internal Revenue Service Form W-9 (or any successor form) and any required attachments thereto (A) upon execution of this Confirmation, (B) promptly upon reasonable demand by Dealer and (C) promptly upon learning that any Form W-9 (or any successor thereto) previously provided by Company Counterparty has become obsolete, invalid or incorrect.

Certain Tax Considerations. (i) Dealer makes the following representations to CompanyCounterparty: it is a corporation (as that term is defined in Section 7701(a)(3) of the Internal Revenue Code of 1986, as amended (the “foreign Code”)) and is a “United States person” (as that term is used defined in section 1.6041-4(a)(4Section 7701(a)(30) of the United States Code). It is “exempt” within the meaning of U.S. Treasury RegulationsRegulations Sections 1.6041-3(p) for United States federal income tax purposes and a “non1.6049-U.S. branch of a foreign person” (as that term is used in section 1.1441-4(a)(3)(ii4(c) of the United States Treasury Regulations) for United States federal income tax purposesfrom information reporting on Form 1099 and backup withholding. (ii) Dealer agrees to deliver to Company Counterparty a valid, accurate and complete U.S. Internal Revenue Service Form W-8BEN-E W-9 (or any successor form) and any required attachments thereto (A) upon execution of this Confirmation, (B) promptly upon reasonable demand by Company Counterparty and (C) promptly upon learning that any Form W-8BEN-E W-9 (or any successor thereto) previously provided by Dealer has become obsolete, invalid or incorrect. (iii) Company Counterparty makes the following representation to Dealer: it is a corporation established under the laws (as that term is defined in Section 7701(a)(3) of the State of Delaware Code) and is a “United States person” (as that term is defined in Section 7701(a)(30) of the Internal Revenue Code of 1986, as amendedCode). Company It is “exempt” within the meaning of U.S. Treasury Regulations Sections 1.6041-3(p) and 1.6049-4(c) from information reporting on Form 1099 and backup withholding. Counterparty agrees to deliver to Dealer a valid, accurate and complete U.S. Internal Revenue Service Form W-9 (or any successor form) and any required attachments thereto (A) upon execution of this Confirmation, (B) promptly upon reasonable demand by Dealer and (C) promptly upon learning that any Form W-9 (or any successor thereto) previously provided by Company Counterparty has become obsolete, invalid or incorrect.

Certain Tax Considerations. (i) Dealer makes the following representations to CompanyCounterparty: it is a “foreign person” (as that term is used in section 1.6041-4(a)(4) national banking association organized under the laws of the United States and its U.S. taxpayer identification number is 00-0000000. It is “exempt” within the meaning of U.S. Treasury RegulationsRegulations Sections 1.6041-3(p) for United States federal income tax purposes and a “non1.6049-U.S. branch of a foreign person” (as that term is used in section 1.1441-4(a)(3)(ii4(c) of the United States Treasury Regulations) for United States federal income tax purposesfrom information reporting on Form 1099 and backup withholding. (ii) Dealer agrees to deliver to Company Counterparty a valid, accurate and complete U.S. Internal Revenue Service Form W-8BEN-E W-9 (or any successor form) and any required attachments thereto (A) upon execution of this Confirmation, (B) promptly upon reasonable demand by Company Counterparty and (C) promptly upon learning that any Form W-8BEN-E W-9 (or any successor thereto) previously provided by Dealer has become obsolete, invalid or incorrect. (iii) Company Dealer makes the following representation to Counterparty: it is a “dealer” within the meaning of Section 1.1001-4(b)(1) of the United States Treasury Regulations. (iv) Counterparty makes the following representation to Dealer: it is a corporation established under the laws of the State of Delaware and is a “United States person” (as that term is defined in Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended). Company Counterparty agrees to deliver to Dealer a valid, accurate and complete U.S. Internal Revenue Service Form W-9 (or any successor form) and any required attachments thereto (A) upon execution of this Confirmation, (B) promptly upon reasonable demand by Dealer and (C) promptly upon learning that any Form W-9 (or any successor thereto) previously provided by Company Counterparty has become obsolete, invalid or incorrect.

Certain Tax Considerations. (i) Dealer makes the following representations to Company: it is a corporation (as that term is defined in Section 7701(a)(3) of the Internal Revenue Code of 1986, as amended (the “foreign Code”)) and is a “United States person” (as that term is used defined in section 1.6041-4(a)(4Section 7701(a)(30) of the United States Code). It is “exempt” within the meaning of U.S. Treasury RegulationsRegulations Sections 1.6041-3(p) for United States federal income tax purposes and a “non1.6049-U.S. branch of a foreign person” (as that term is used in section 1.1441-4(a)(3)(ii4(c) of the United States Treasury Regulations) for United States federal income tax purposesfrom information reporting on Form 1099 and backup withholding. (ii) Dealer agrees to deliver to Company a valid, accurate and complete U.S. Internal Revenue Service Form W-8BEN-E W-9 (or any successor form) and any required attachments thereto (A) upon execution of this Confirmation, (B) promptly upon reasonable demand by Company and (C) promptly upon learning that any Form W-8BEN-E W-9 (or any successor thereto) previously provided by Dealer has become obsolete, invalid or incorrect. (iii) Company makes the following representation to Dealer: it is a corporation established under the laws (as that term is defined in Section 7701(a)(3) of the State of Delaware Code) and is a “United States person” (as that term is defined in Section 7701(a)(30) of the Internal Revenue Code Code). It is “exempt” within the meaning of 1986, as amended)U.S. Treasury Regulations Sections 1.6041-3(p) and 1.6049-4(c) from information reporting on Form 1099 and backup withholding. Company agrees to deliver to Dealer a valid, accurate and complete U.S. Internal Revenue Service Form W-9 (or any successor form) and any required attachments thereto (A) upon execution of this Confirmation, (B) promptly upon reasonable demand by Dealer and (C) promptly upon learning that any Form W-9 (or any successor thereto) previously provided by Company has become obsolete, invalid or incorrect.

Certain Tax Considerations. (i) Dealer makes the following representations to CompanyCounterparty: it is a “foreign person” (as that term is used in section 1.6041-4(a)(4) national banking association organized under the laws of the United States and its U.S. taxpayer identification number is 00-0000000. It is “exempt” within the meaning of U.S. Treasury RegulationsRegulations Sections 1.6041-3(p) for United States federal income tax purposes and a “non1.6049-U.S. branch of a foreign person” (as that term is used in section 1.1441-4(a)(3)(ii4(c) of the United States Treasury Regulations) for United States federal income tax purposesfrom information reporting on Form 1099 and backup withholding. (ii) Dealer agrees to deliver to Company Counterparty a valid, accurate and complete U.S. Internal Revenue Service Form W-8BEN-E W-9 (or any successor form) and any required attachments thereto (A) upon execution of this Confirmation, (B) promptly upon reasonable demand by Company Counterparty and (C) promptly upon learning that any Form W-8BEN-E W-9 (or any successor thereto) previously provided by Dealer has become obsolete, invalid or incorrect. (iii) Company Counterparty makes the following representation to Dealer: it is a corporation established under the laws of the State of Delaware and is a “United States person” (as that term is defined in Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended). Company Counterparty agrees to deliver to Dealer a valid, accurate and complete U.S. Internal Revenue Service Form W-9 (or any successor form) and any required attachments thereto (A) upon execution of this Confirmation, (B) promptly upon reasonable demand by Dealer and (C) promptly upon learning that any Form W-9 (or any successor thereto) previously provided by Company Counterparty has become obsolete, invalid or incorrect.