Common use of Exemption Certificate Clause in Contracts

Exemption Certificate. Not later than the commencement of the Commitment Period or, in the case of any bank or financial institution that becomes a Lender after such date, pursuant to Article 14, the date of the instrument of assignment pursuant to which such bank or financial institution became a Lender, and annually on each Anniversary Date thereafter or at such other times as the Agent or the Borrowers may request, each Lender organized under the Laws of a jurisdiction outside the United States shall provide the Agent and the Borrowers with duly completed copies of Form 1001 or Form 4224 or any successor form prescribed by the Internal Revenue Service of the United States certifying that such Lender is exempt from United States withholding taxes with respect to all payments to be made to such Lender hereunder or other document satisfactory to Holdings, on behalf of the Borrowers, and the Agent indicating that all payments to be made to such Lender hereunder are not subject to such taxes (each such certificate, an "Exemption Certificate"). Unless the Agent and Holdings have received an Exemption Certificate from such Lender, the Borrowers, or the Agent if the Borrowers have not withheld, may withhold taxes from such payments at the applicable statutory rate (subject, in the case of the Borrowers to the requirements of Section 3.9(a)); provided, however, that if the Borrowers have withheld Holdings shall so notify the Agent. If the Borrowers are required to pay additional amounts to any Lender pursuant to this Section 3.9, such Lender shall use reasonable efforts to designate a different Lending Office if such designation will thereafter avoid the need for any additional payments under this Section 3.9 and will not, in the sole good faith judgment of such Lender, be otherwise disadvantageous to such Lender in any material respect. A Lender which ceases to be exempt from United States withholding taxes shall notify the Agent and the Borrowers promptly thereof.

Exemption Certificate. Not later than than: (a) the commencement of the Commitment Period orClosing Date, (b) in the case of any bank or financial institution that becomes a Lender Bank after such date, the Closing Date pursuant to Article 14Section 0 of this Agreement, the date of the instrument of assignment pursuant to which such bank or financial institution became a LenderBank, and (c) annually on each Anniversary Date thereafter or at (d) such other times as the Agent or the Borrowers Borrower may reasonably request, : (i) each Lender Bank organized under the Laws laws of a jurisdiction outside the United States shall provide the Agent and the Borrowers Borrower with duly completed copies of Form 1001 or Form 4224 or any successor form prescribed by the Internal Revenue Service of the United States certifying that such Lender Bank is exempt from United States withholding taxes with respect to all payments to be made to such Lender Bank hereunder or other document satisfactory to Holdings, on behalf of the Borrowers, Borrower and the Agent indicating that all payments to be made to such Lender Bank hereunder are not subject to such taxes and (ii) each other Bank shall provide the Agent and the Borrower with a written statement which certifies that such Bank is not a non-resident alien or foreign corporation and which otherwise satisfies Treasury Regulation Section 1.1441-5(b) or any successor regulation under the Internal Revenue Code (each such certificatecertificate or statement, an "Exemption Certificate"). Unless the Agent and Holdings the Borrower have received an Exemption Certificate from such LenderBank, the BorrowersBorrower, or the Agent if the Borrowers have Borrower has not withheld, may withhold taxes from such payments at the applicable statutory rate (subject, in the case of the Borrowers Borrower to the requirements of Section 3.9(a)0 above); provided, however, that that, if the Borrowers have withheld Holdings Borrower has so withheld, the Borrower shall so notify the Agent. If the Borrowers are Borrower is required to pay additional amounts to any Lender Bank pursuant to this Section 3.90, such Lender Bank shall use commercially reasonable efforts to designate a different Lending Office if such designation will thereafter avoid the need for any additional payments under this Section 3.9 0 and will not, in the sole good faith judgment of such LenderBank, be otherwise disadvantageous to such Lender in any material respectBank. A Lender Bank which ceases to be exempt from United States withholding taxes shall notify the Agent and the Borrowers Borrower promptly thereof. If a Bank organized under the laws of a jurisdiction other than the United States or a political subdivision thereof fails to comply with the provisions of this Subsection (f), then the Borrower shall not have any obligation to increase the sum payable to such Bank pursuant to this Section 0 or to indemnify such Bank for Taxes as provided in this Section.

Exemption Certificate. Not later than the commencement of the Commitment Period or, in the case of any bank or financial institution that becomes a Lender after such date, pursuant to Article 14, the date of the instrument of assignment pursuant to which such bank or financial institution became a Lender, and annually on each Anniversary Date thereafter or at such other times as the Agent or the Borrowers may request, each Lender organized under the Laws of a jurisdiction outside the United States shall provide the Agent and the Borrowers with duly completed copies of Form 1001 or Form 4224 or any successor form prescribed by the Internal Revenue Service of the United States certifying that such Lender is exempt from United States withholding taxes with respect to all payments to be made to such Lender hereunder or other document satisfactory to Holdings, on behalf of the Borrowers, and the Agent indicating that all payments to be made to such Lender hereunder are not subject to such taxes (each such certificate, an "“Exemption Certificate"”). Unless the Agent and Holdings have received an Exemption Certificate from such Lender, the Borrowers, or the Agent if the Borrowers have not withheld, may withhold taxes from such payments at the applicable statutory rate (subject, in the case of the Borrowers to the requirements of Section 3.9(a)); provided, however, that if the Borrowers have withheld Holdings shall so notify the Agent. If the Borrowers are required to pay additional amounts to any Lender pursuant to this Section 3.9, such Lender shall use reasonable efforts to designate a different Lending Office if such designation will thereafter avoid the need for any additional payments under this Section 3.9 and will not, in the sole good faith judgment of such Lender, be otherwise disadvantageous to such Lender in any material respect. A Lender which ceases to be exempt from United States withholding taxes shall notify the Agent and the Borrowers promptly thereof.

Exemption Certificate. Not later than than: (a) the commencement of the Commitment Period orClosing Date, (b) in the case of any bank or financial institution that becomes a Lender Bank after such date, pursuant to Article 14the Closing Date, the date of the instrument of assignment pursuant to which such bank or financial institution became a LenderBank, and (c) annually on each Anniversary Date thereafter or at (d) such other times as the Agent or the Borrowers Borrower may reasonably request, : (i) each Lender Bank organized under the Laws laws of a jurisdiction outside the United States shall provide the Agent and the Borrowers Borrower with duly completed copies of Form 1001 or Form 4224 or any successor form prescribed by the Internal Revenue Service of the United States certifying that such Lender Bank is exempt from United States withholding taxes with respect to all payments to be made to such Lender Bank hereunder or other document satisfactory to Holdings, on behalf of the Borrowers, Borrower and the Agent indicating that all payments to be made to such Lender Bank hereunder are not subject to such taxes and (ii) each other Bank shall provide the Agent and the Borrower with a written statement which certifies that such Bank is not a non-resident alien or foreign corporation and which otherwise satisfies Treasury Regulation Section 1.1441-5(b) or any successor regulation under the Internal Revenue Code (each such certificatecertificate or statement, an "Exemption Certificate"). Unless the Agent and Holdings the Borrower have received an Exemption Certificate from such LenderBank, the BorrowersBorrower, or the Agent if the Borrowers have Borrower has not withheld, may withhold taxes from such payments at the applicable statutory rate (subject, in the case of the Borrowers Borrower to the requirements of Section 3.9(a)13.3(a) above); providedPROVIDED, howeverHOWEVER, that if the Borrowers have Borrower has withheld Holdings the Borrower shall so notify the Agent. If the Borrowers are Borrower is required to pay additional amounts to any Lender Bank pursuant to this Section 3.913.3, such Lender Bank shall use reasonable efforts to designate a different Lending Office if such designation will thereafter avoid the need for any additional payments under this Section 3.9 13.3 and will not, in the sole good faith judgment of such LenderBank, be otherwise disadvantageous to such Lender in any material respectBank. A Lender Bank which ceases to be exempt from United States withholding taxes shall notify the Agent and the Borrowers Borrower promptly thereof.

Exemption Certificate. Not later than the commencement of the Commitment Period or, in the case of any bank or financial institution that becomes a Lender Bank after such date, pursuant to Article 1413, the date of the instrument of assignment pursuant to which such bank or financial institution became a LenderBank, and annually on each Anniversary Date thereafter or at such other times as the Agent or the Borrowers Borrower may request, each Lender Bank organized under the Laws of a jurisdiction outside the United States shall provide the Agent and the Borrowers Borrower with duly completed copies of Form 1001 or Form 4224 or any successor form prescribed by the Internal Revenue Service of the United States certifying that such Lender Bank is exempt from United States withholding taxes with respect to all payments to be made to such Lender Bank hereunder or other document satisfactory to Holdings, on behalf of the Borrowers, Borrower and the Agent indicating that all payments to be made to such Lender Bank hereunder are not subject to such taxes (each such certificate, an "Exemption Certificate"). Unless the Agent and Holdings have the Borrower has received an Exemption Certificate from such LenderBank, the BorrowersBorrower, or the Agent if the Borrowers have Borrower has not withheld, may withhold taxes from such payments at the applicable statutory rate (subject, in the case of the Borrowers Borrower to the requirements of Section 3.9(a)); provided, however, that if the Borrowers have Borrower has withheld Holdings it shall so notify the Agent. If the Borrowers are Borrower is required to pay additional amounts to any Lender Bank pursuant to this Section 3.9, such Lender Bank shall use reasonable efforts to designate a different Lending Office if such designation will thereafter avoid the need for any additional payments under this Section 3.9 and will not, in the sole good faith judgment of such LenderBank, be otherwise disadvantageous to such Lender in any material respectBank. A Lender Bank which ceases to be exempt from United States withholding taxes shall notify the Agent and the Borrowers Borrower promptly thereof.

Exemption Certificate. Not later than the commencement of the Commitment Period or, in the case of any bank or financial institution that becomes a Lender Bank after such date, pursuant to Article 1413, the date of the instrument of assignment pursuant to which such bank or financial institution became a LenderBank, and annually on each Anniversary Date thereafter or at such other times as the Agent or the Borrowers may request, (i) each Lender Bank organized under the Laws of a jurisdiction outside the United States shall provide the Agent and the Borrowers with duly completed copies of Form 1001 or Form 4224 or any successor form prescribed by the Internal Revenue Service of the United States certifying that such Lender Bank is exempt from United States withholding taxes with respect to all payments to be made to such Lender Bank hereunder or other document satisfactory to Holdings, on behalf of the Borrowers, Borrowers and the Agent indicating that all payments to be made to such Lender Bank hereunder are not subject to such taxes and (ii) each other Bank shall provide the Agent and the Borrowers with a written statement that it is not a non-resident alien or foreign corporation and which otherwise satisfies Treasury Regulation Section 1.1441-5(13) or any successor regulation under the Internal Revenue Code (each such certificatecertificate or statement, an "Exemption Certificate"). Unless the Agent and Holdings the Borrowers have received an Exemption Certificate from such LenderBank, the Borrowers, or the Agent if the Borrowers have not withheld, may withhold taxes from such payments at the applicable statutory rate (subject, in the case of the Borrowers to the requirements of Section 3.9(a)); provided, however, that if the Borrowers have has withheld Holdings it shall so notify the Agent. If the Borrowers are required to pay additional amounts to any Lender Bank pursuant to this Section 3.9, such Lender Bank shall use reasonable efforts to designate a different Lending Office if such designation will thereafter avoid the need for any additional payments under this Section 3.9 and will not, in the sole good faith judgment of such LenderBank, be otherwise disadvantageous to such Lender in any material respectBank. A Lender Bank which ceases to be exempt from United States withholding taxes shall notify the Agent and the Borrowers promptly thereof.

Exemption Certificate. Not later than than: (a) the commencement of the Commitment Period orClosing Date, (b) in the case of any bank or financial institution that becomes a Lender after such date, pursuant to Article 14the Closing Date, the date of the instrument of assignment pursuant to which such bank or financial institution became a Lender, and (c) annually on each Anniversary anniversary date of the Closing Date thereafter or at (d) such other times as the Agent or the Borrowers Borrower may reasonably request, : (i) each Lender organized under the Laws laws of a jurisdiction outside the United States shall provide the Agent and the Borrowers Borrower with duly completed copies of Form 1001 or Form 4224 or any successor form prescribed by the Internal Revenue Service of the United States certifying that such Lender is exempt from United States withholding taxes with respect to all payments to be made to such Lender hereunder or other document satisfactory to Holdings, on behalf of the Borrowers, Borrower and the Agent indicating that all payments to be made to such Lender hereunder are not subject to such taxes and (ii) each other Lender shall provide the Agent and the Borrower with a written statement which certifies that such Lender is not a non-resident alien or foreign corporation and which otherwise satisfies Treasury Regulation Section 1.1441-5(b) or any successor regulation under the Internal Revenue Code (each such certificatecertificate or statement, an "Exemption Certificate"). Unless the Agent and Holdings the Borrower have received an Exemption Certificate from such Lender, the BorrowersBorrower, or the Agent if the Borrowers have Borrower has not withheld, may withhold taxes from such payments at the applicable statutory rate (subject, in the case of the Borrowers Borrower to the requirements of Section 3.9(a)13.3(a) above); provided, however, that if the Borrowers have Borrower has withheld Holdings the Borrower shall so notify the Agent. If the Borrowers are Borrower is required to pay additional amounts to any Lender pursuant to this Section 3.913.3, such Lender shall use reasonable efforts to designate a different Lending Office if such designation will thereafter avoid the need for any additional payments under this Section 3.9 13.3 and will not, in the sole good faith judgment of such Lender, be otherwise disadvantageous to such Lender in any material respectLender. A Lender which ceases to be exempt from United States withholding taxes shall notify the Agent and the Borrowers Borrower promptly thereof.