Common use of Evidence of Exemption from Withholding Taxes Clause in Contracts

Evidence of Exemption from Withholding Taxes. (a) (1) Each Domestic Lender that is organized under the laws of any jurisdiction other than the United States or any state or other political subdivision thereof (for purposes of this subsection 2.7B(iii), a "Non-US Lender") shall deliver to Agent for transmission to Company, on or prior to the Closing Date (in the case of each Domestic Lender listed on the signature pages hereof) or on or prior to the date of the Assignment Agreement pursuant to which it becomes a Domestic Lender (in the case of each other Domestic Lender), and at such other times as may be necessary in the determination of Company or Agent (each in the reasonable exercise of its discretion), (X) two original copies of Internal Revenue Service Form 1001 or 4224 (or any successor forms), properly completed and duly executed by such Lender, together with any other certificate or statement of exemption required under the Internal Revenue Code or the regulations issued thereunder to establish that such Lender is not subject to deduction or withholding of United States federal income tax with respect to any payments to such Lender of principal, interest, fees or other amounts payable under any of the Loan Documents or (Y) if such Lender is not a "bank" or other Person described in Section 881(c)(3) of the Internal Revenue Code and cannot deliver either Internal Revenue Service Form 1001 or 4224 pursuant to clause (X) above, a Certificate re Non-Bank Status together with two original copies of Internal Revenue Service Form W-8 (or any successor form), properly completed and duly executed by such Lender, together with any other certificate or statement of exemption required under the Internal Revenue Code or the regulations issued thereunder to establish that such Lender is not subject to deduction or withholding of United States federal income tax with respect to any payments to such Lender of interest payable under any of the Loan Documents.

Evidence of Exemption from Withholding Taxes. (a) (1) Each Domestic Lender that is organized under the laws of any jurisdiction other than the United States or any state or other political subdivision thereof (for purposes of this subsection 2.7B(iii), a "NonNON-US LenderLENDER") shall deliver to Administrative Agent for transmission to Company, on or prior to the Closing Effective Date (in the case of each Domestic Lender listed on the signature pages hereof) or on or prior to the date of the Assignment Agreement pursuant to which it becomes a Domestic Lender (in the case of each other Domestic Lender), and at such other times as may be necessary in the determination of Company or Administrative Agent (each in the reasonable exercise of its discretion), (X) two original copies of Internal Revenue Service Form 1001 or 4224 (or any successor forms), properly completed and duly executed by such Non-US Lender, together with any other certificate or statement of exemption required under the Internal Revenue Code or the regulations issued thereunder to establish that such Non-US Lender is not subject to deduction or withholding of United States federal income tax with respect to any payments to such Non-US Lender of principal, interest, fees or other amounts payable under any of the Loan Documents or (Y) if such Non-US Lender is not a "bank" or other Person described in Section 881(c)(3) of the Internal Revenue Code and cannot deliver either Internal Revenue Service Form 1001 or 4224 pursuant to clause (X) above, a Certificate re Non-Bank Status together with two original copies of Internal Revenue Service Form W-8 (or any successor form), properly completed and duly executed by such Non-US Lender, together with any other certificate or statement of exemption required under the Internal Revenue Code or the regulations issued thereunder to establish that such Non-US Lender is not subject to deduction or withholding of United States federal income tax with respect to any payments to such Non-US Lender of interest payable under any of the Loan Documents.

Evidence of Exemption from Withholding Taxes. (a) (1) Each Domestic Lender that is organized under the laws of any jurisdiction other than the United States or any state or other political subdivision thereof (for purposes of this subsection 2.7B(iii), a "NonNON-US LenderLENDER") shall Annex A-3 deliver to Agent for transmission to Company, on or prior to the Closing Date (in the case of each Domestic Lender listed on the signature pages hereof) or on or prior to the date of the Assignment Agreement pursuant to which it becomes a Domestic Lender (in the case of each other Domestic Lender), and at such other times as may be necessary in the determination of Company or Agent (each in the reasonable exercise of its discretion), (X) two original copies of Internal Revenue Service Form 1001 or 4224 (or any successor forms), properly completed and duly executed by such Non-US Lender, together with any other certificate or statement of exemption required under the Internal Revenue Code or the regulations issued thereunder to establish that such Non-US Lender is not subject to deduction or withholding of United States federal income tax with respect to any payments to such Non-US Lender of principal, interest, fees or other amounts payable under any of the Loan Documents or (Y) if such Non-US Lender is not a "bank" or other Person described in Section 881(c)(3) of the Internal Revenue Code and cannot deliver either Internal Revenue Service Form 1001 or 4224 pursuant to clause (X) above, a Certificate re Non-Bank Status together with two original copies of Internal Revenue Service Form W-8 (or any successor form), properly completed and duly executed by such Non-US Lender, together with any other certificate or statement of exemption required under the Internal Revenue Code or the regulations issued thereunder to establish that such Non-US Lender is not subject to deduction or withholding of United States federal income tax with respect to any payments to such Non-US Lender of interest payable under any of the Loan Documents.

Evidence of Exemption from Withholding Taxes. (a) (1) Each Domestic Lender that is organized under the laws of any jurisdiction other than the United States or any state or other political subdivision thereof (for purposes of this subsection Section 2.7B(iii), a "NonNON-US LenderLENDER") shall deliver to Administrative Agent for transmission to CompanyBorrowers, on or prior to the Closing Date (in the case of each Domestic Lender listed on the signature pages hereof) or on or prior to the date of the Assignment Agreement pursuant to which it becomes a Domestic Lender (in the case of each other Domestic Lender), and at such other times as may be necessary in the determination of Company Borrowers or Administrative Agent (each in the reasonable exercise of its discretion), (X) two original copies of Internal Revenue Service Form 1001 or 4224 (or any successor forms), properly completed and duly executed by such Lender, together with any other certificate or statement of exemption required under the Internal Revenue Code or the regulations issued thereunder to establish that such Lender is not subject to deduction or withholding of United States federal income tax with respect to any payments to such Lender of principal, interest, fees or other amounts payable under any of the Loan Documents or (Y) if such Lender is not a "bank" or other Person described in Section 881(c)(3) of the Internal Revenue Code and cannot deliver either Internal Revenue Service Form 1001 or 4224 pursuant to clause (X) above, a Certificate re Non-Bank Status together with two original copies of Internal Revenue Service Form W-8 (or any successor form), properly completed and duly executed by such Lender, together with any other certificate or statement of exemption required under the Internal Revenue Code or the regulations issued thereunder to establish that such Lender is not subject to deduction or withholding of United States federal income tax with respect to any payments to such Lender of interest principal, interest, fees or other amounts payable under any of the Loan Documents.

Evidence of Exemption from Withholding Taxes. (a) (1) Each Domestic Lender that is organized under the laws of any jurisdiction other than the not a United States or any state or other political subdivision thereof Person within the meaning of Section 7701(a)(30) of the Internal Revenue Code (for purposes of this subsection 2.7B(iii), a "NonNON-US LenderLENDER") shall deliver to Administrative Agent for transmission to and Company, on or prior to the Closing Date (in the case of each Domestic Lender listed on the signature pages hereof) or on or prior to the date of the Assignment Agreement pursuant to which it becomes a Domestic Lender (in the case of each other Domestic Lender), and at such other times as may be necessary in the determination of Company or Administrative Agent (each in the reasonable exercise of its discretion), (X) two original copies of Internal Revenue Service Form 1001 or 4224 (or any successor forms), properly completed and duly executed by such Lender, together with any other form, certificate or statement of exemption required under the Internal Revenue Code or the regulations issued thereunder to establish thereunder, in each case establishing that such Lender is not subject to any deduction or withholding of United States federal income tax with respect to any payments to such Lender of principal, interest, fees or other amounts payable under any of the Loan Documents or (Y) if such Lender is not a "bank" or other Person described in Section 881(c)(3) of the Internal Revenue Code and cannot deliver either Internal Revenue Service Form 1001 or 4224 pursuant to clause (X) above, a Certificate re Non-Bank Status together with two original copies of Internal Revenue Service Form W-8 (or any successor form), properly completed and duly executed by such Lender, together with any other form, certificate or statement of exemption required under the Internal Revenue Code or the regulations issued thereunder to establish thereunder, in each case establishing that such Lender is not subject to any deduction or withholding of United States federal income tax with respect to any payments to such Lender of interest payable under any of the Loan Documents.

Evidence of Exemption from Withholding Taxes. (a) (1) Each Domestic Lender that is organized under the laws of any jurisdiction other than the not a United States or any state or other political subdivision thereof Person within the meaning of Section 7701(a)(30) of the Internal Revenue Code (for purposes of this subsection 2.7B(iii), a "NonNON-US LenderLENDER") shall deliver to Administrative Agent for transmission to and Company, on or prior to the Closing Date (in the case of each Domestic Lender listed on the signature pages hereof) or on or prior to the date of the Assignment Agreement pursuant to which it becomes a Domestic Lender (in the case of each other Domestic Lender), and at such other times as may be necessary in the determination of Company or Administrative Agent (each in the reasonable exercise of its discretion), (X) two original copies of Internal Revenue Service Form 1001 W-8BEN or 4224 W-8ECI (or any successor forms), properly completed and duly executed by such Lender, together with any other form, certificate or statement of exemption required under the Internal Revenue Code or the regulations issued thereunder to establish thereunder, in each case establishing that such Lender is not subject to any deduction or withholding of United States federal income tax with respect to any payments to such Lender of principal, interest, fees or other amounts payable under any of the Term Loan Documents or (Y) if such Lender is not a "bank" or other Person described in Section 881(c)(3) of the Internal Revenue Code and cannot deliver either Internal Revenue Service Form 1001 W-8BEN or 4224 W-8ECI pursuant to clause (X) above, a Certificate re Non-Bank Status together with two original copies of the appropriate Internal Revenue Service Form W-8 (or any successor form), properly completed and duly executed by such Lender, together with any other form, certificate or statement of exemption required under the Internal Revenue Code or the regulations issued thereunder to establish thereunder, in each case establishing that such Lender is not subject to any deduction or withholding of United States federal income tax with respect to any payments to such Lender of interest payable under any of the Term Loan Documents; provided, however, that if a Non-U.S. Lender is an entity that is not a corporation for U.S. federal income tax purposes, such Non-U.S. Lender agrees, for purposes of clause (X) or (Y) of this subsection 2.7B(iii)(a), to take any actions necessary, and to deliver all additional (or alternative) Internal Revenue Service forms necessary to establish in accordance with the Internal Revenue Code and the Treasury Regulations promulgated thereunder that such Non-U.S. Lender is not subject to any deduction or withholding of United States federal income tax with respect to any payments to such Lender of principal, interest, fees or other amounts payable under any of the Loan Documents (including causing its partners, members, beneficiaries or owners, and their beneficial owners, to take any actions and deliver any forms necessary to establish such exemption).

Evidence of Exemption from Withholding Taxes. (a) (1) Each Domestic Lender that is organized under the laws of any jurisdiction other than the United States or any state or other political subdivision thereof (for purposes of this subsection 2.7B(iii), a "NonNON-US LenderLENDER") shall deliver to Agent for transmission to Company, on or prior to the Closing Date (in the case of each Domestic Lender listed on the signature pages hereof) or on or prior to the date of the Assignment Agreement pursuant to which it becomes a Domestic Lender (in the case of each other Domestic Lender), and at such other times as may be necessary in the determination of Company or Agent (each in the reasonable exercise of its discretion), (X) two original copies of Internal Revenue Service Form 1001 or 4224 (or any successor forms), properly completed and duly executed by such Lender, together with any other certificate or statement of exemption required under the Internal Revenue Code or the regulations issued thereunder to establish that such Lender is not subject to deduction or withholding of United States federal income tax with respect to any payments to such Lender of principal, interest, fees or other amounts payable under any of the Loan Documents or (Y) if such Lender is not a "bank" or other Person described in Section 881(c)(3) of the Internal Revenue Code and cannot deliver either Internal Revenue Service Form 1001 or 4224 pursuant to clause (X) above, a Certificate re Non-Bank Status together with two original copies of Internal Revenue Service Form W-8 (or any successor form), properly completed and duly executed by such Lender, together with any other certificate or statement of exemption required under the Internal Revenue Code or the regulations issued thereunder to establish that such Lender is not subject to deduction or withholding of United States federal income tax with respect to any payments to such Lender of interest payable under any of the Loan Documents.

Evidence of Exemption from Withholding Taxes. (a) (1) Each Domestic Lender or Tranche B Term Loan Lender that is organized under the laws of any jurisdiction other than the United States or any state or other political subdivision thereof (for purposes of this subsection 2.7B(iii), a "Non-US Lender") shall deliver to Agent for transmission to Company, on or prior to the Closing Date (in the case of each Domestic Lender or Tranche B Term Loan Lender listed on the signature pages hereof) or on or prior to the date of the Assignment Agreement pursuant to which it becomes a Domestic Lender or Tranche B Term Loan Lender (in the case of each other Domestic LenderLender or Tranche B Term Loan Lender ), and at such other times as may be necessary in the determination of Company or Agent (each in the reasonable exercise of its discretion), (X) two original copies of Internal Revenue Service Form 1001 or 4224 (or any successor forms), properly completed and duly executed by such Lender, together with any other certificate or statement of exemption required under the Internal Revenue Code or the regulations issued thereunder to establish that such Lender is not subject to deduction or withholding of United States federal income tax with respect to any payments to such Lender of principal, interest, fees or other amounts payable under any of the Loan Documents or (Y) if such Lender is not a "bank" or other Person described in Section 881(c)(3) of the Internal Revenue Code and cannot deliver either Internal Revenue Service Form 1001 or 4224 pursuant to clause (X) above, a Certificate re Non-Bank Status together with two original copies of Internal Revenue Service Form W-8 (or any successor form), properly completed and duly executed by such Lender, together with any other certificate or statement of exemption required under the Internal Revenue Code or the regulations issued thereunder to establish that such Lender is not subject to deduction or withholding of United States federal income tax with respect to any payments to such Lender of interest payable under any of the Loan Documents.

Evidence of Exemption from Withholding Taxes. (a) (1) Each Domestic Lender that is organized under the laws of any jurisdiction other than the United States or any state or other political subdivision thereof (for purposes of this subsection 2.7B(iii), a "NonNON-US LenderLENDER") shall deliver to Administrative Agent for transmission to Company, on or prior to the Closing Date (in the case of each Domestic Lender listed on the signature pages hereof) or on or prior to the date of the Assignment Agreement pursuant to which it becomes a Domestic Lender (in the case of each other Domestic Lender), and at such other times as may be necessary in the determination of Company or Administrative Agent (each in the reasonable exercise of its discretion), (X) two original copies of Internal Revenue Service Form 1001 or 4224 (or any successor forms), properly completed and duly executed by such Non-US Lender, together with any other certificate or statement of exemption required under the Internal Revenue Code or the regulations issued thereunder to establish that such Non-US Lender is not subject to deduction or withholding of United States federal income tax with respect to any payments to such Non-US Lender of principal, interest, fees or other amounts payable under any of the Loan Documents or (Y) if such Non-US Lender is not a "bank" or other Person described in Section 881(c)(3) of the Internal Revenue Code and cannot deliver either Internal Revenue Service Form 1001 or 4224 pursuant to clause (X) above, a Certificate re Non-Bank Status together with two original copies of Internal Revenue Service Form W-8 (or any successor form), properly completed and duly executed by such Non-US Lender, together with any other certificate or statement of exemption required under the Internal Revenue Code or the regulations issued thereunder to establish that such Non-US Lender is not subject to deduction or withholding of United States federal income tax with respect to any payments to such Non-US Lender of interest payable under any of the Loan Documents.

Evidence of Exemption from Withholding Taxes. (a) (1) Each Domestic US Lender that is organized under the laws of any jurisdiction other than the not a United States or any state or other political subdivision thereof Person within the meaning of Section 7701(a)(30) of the Internal Revenue Code (for purposes of this subsection 2.7B(iii), a "NonNON-US LenderLENDER") shall deliver to US Administrative Agent for transmission to and Company, on or prior to the Closing Date (in the case of each Domestic US Lender listed on the 66 signature pages hereof) or on or prior to the date of the Assignment Agreement pursuant to which it becomes a Domestic US Lender (in the case of each other Domestic US Lender), and at such other times as may be necessary in the determination of Company or US Administrative Agent (each in the reasonable exercise of its discretion), (X) two original copies of Internal Revenue Service Form 1001 W-8BEN or 4224 W-8ECI (or any successor forms), properly completed and duly executed by such US Lender, together with any other form, certificate or statement of exemption required under the Internal Revenue Code or the regulations issued thereunder to establish thereunder, in each case establishing that such US Lender is not subject to any deduction or withholding of United States federal income tax with respect to any payments to such US Lender of principal, interest, fees or other amounts payable under any of the Priority Secured Loan Documents or (Y) if such US Lender is not a "bank" or other Person described in Section 881(c)(3) of the Internal Revenue Code and cannot deliver either Internal Revenue Service Form W-8BEN or W-8ECI pursuant to clause (X) above, a Certificate re Non-Bank Status together with two original copies of the appropriate Internal Revenue Service Form W-8 (or any successor form), properly completed and duly executed by such US Lender, together with any other form, certificate or statement of exemption required under the Internal Revenue Code or the regulations issued thereunder, in each case establishing that such US Lender is not subject to any deduction or withholding of United States federal income tax with respect to any payments to such Lender of interest payable under any of the Priority Secured Loan Documents; provided, however, that in the event that a Non-U.S. Lender is an entity that is not a corporation of U.S. federal income tax purposes, such Non-U.S. Lender agrees, for purposes of clause (X) or (Y) of this subsection 2.7B(iii)(a), to take any actions necessary, and to deliver all additional (or alternative) Internal Revenue Service forms necessary to establish in accordance with the Internal Revenue Code and the Treasury Regulations promulgated thereunder that such Non-U.S. Lender is not subject to any deduction or withholding of United States federal income tax with respect to any payments to such Lender of principal, interest, fees or other amounts payable under any of the Loan Documents (including causing its partners, members, beneficiaries or (Y) if such Lender is not a "bank" or other Person described in Section 881(c)(3) of the Internal Revenue Code owners, and cannot their beneficial owners, to take any actions and deliver either Internal Revenue Service Form 1001 or 4224 pursuant to clause (X) above, a Certificate re Non-Bank Status together with two original copies of Internal Revenue Service Form W-8 (or any successor form), properly completed and duly executed by such Lender, together with any other certificate or statement of exemption required under the Internal Revenue Code or the regulations issued thereunder forms necessary to establish that such Lender is not subject to deduction or withholding of United States federal income tax with respect to any payments to such Lender of interest payable under any of the Loan Documentsexemption).

Evidence of Exemption from Withholding Taxes. (a) (1) Each Domestic Lender that is organized under the laws of any jurisdiction other than the United States or any state or other political subdivision thereof (for purposes of this subsection 2.7B(iii), a "Non-US Lender") shall deliver to Administrative Agent for transmission to Company, on or prior to the Closing Date (in the case of each Domestic Lender listed on the signature pages hereof) or on or prior to the date of the Assignment Agreement pursuant to which it becomes a Domestic Lender (in the case of each other Domestic Lender), and at such other times as may be necessary in the determination of Company or Administrative Agent (each in the reasonable exercise of its discretion), (X) two original copies of Internal Revenue Service Form 1001 or 4224 (or any successor forms), properly completed and duly executed by such Non-US Lender, together with any other certificate or statement of exemption required under the Internal Revenue Code or the regulations issued thereunder to establish that such Non-US Lender is not subject to deduction or withholding of United States federal income tax with respect to any payments to such Non-US Lender of principal, interest, fees or other amounts payable under any of the Loan Documents or (Y) if such Non-US Lender is not a "bank" or other Person described in Section 881(c)(3) of the Internal Revenue Code and cannot deliver either Internal Revenue Service Form 1001 or 4224 pursuant to clause (X) above, a Certificate re Non-Bank Status together with two original copies of Internal Revenue Service Form W-8 (or any successor form), properly completed and duly executed by such Non-US Lender, together with any other certificate or statement of exemption required under the Internal Revenue Code or the regulations issued thereunder to establish that such Non-US Lender is not subject to deduction or withholding of United States federal income tax with respect to any payments to such Non-US Lender of interest payable under any of the Loan Documents.

Evidence of Exemption from Withholding Taxes. (a) (1) Each Domestic Lender that is organized under the laws of any jurisdiction other than the United States or any state or other political subdivision thereof (for purposes of this subsection 2.7B(iii), a "NonNON-US LenderLENDER") shall deliver to Agent for transmission to Company, on or prior to the Closing Date (in the case of each Domestic Lender listed on the signature pages hereof) or on or prior to the date of the Assignment Agreement pursuant to which it becomes a Domestic Lender (in the case of each other Domestic Lender), and at such other times as may be necessary in the determination of Company or Agent (each in the reasonable exercise of its discretion), (X) two original copies of Internal Revenue Service Form 1001 or 4224 (or any successor forms), properly completed and duly executed by such Lender, together with any other certificate or statement of exemption required under the Internal Revenue Code or the regulations issued thereunder to establish that such Lender is not subject to deduction or withholding of United States federal income tax with respect to any payments to such Lender of principal, interest, fees or other amounts payable under any of the Loan Documents or (Y) if such Lender is not a "bank" or other Person described in Section 881(c)(3) of the Internal Revenue Code and cannot deliver either Internal Revenue Service Form 1001 or 4224 pursuant to clause (X) above, a Certificate re Non-Bank Status together with two original copies of Internal Revenue Service Form W-8 (or any successor form), properly completed and duly executed by such Lender, together with any other certificate or statement of exemption required under the Internal Revenue Code or the regulations issued thereunder to establish that such Lender is not subject to deduction or withholding of United States federal income tax with respect to any payments to such Lender of interest payable under any of the Loan Documents.