Common use of Exemption from U.S. Withholding Taxes Clause in Contracts

Exemption from U.S. Withholding Taxes. There shall be submitted to the Borrower and the Administrative Agent, (A) on or before the first date that interest or fees are payable to the Issuing Bank or such Bank under the Loan Documents, (1) if at the time the same are applicable, (aa) by each Bank that is not a United States Person and the Issuing Bank, if it is not a United States Person, two duly completed and signed copies of Internal Revenue Service Form W-8BEN or W-8ECI (or successor forms), in either case entitling the Issuing Bank or such Bank to a complete exemption from withholding of any United States federal income taxes on all amounts to be received by the Issuing Bank or such Bank under the Loan Documents, or (bb) by each Bank that is a Non-US Bank and the Issuing Bank if it is a Non-US Bank, (x) a duly completed Internal Revenue Service Form W-8BEN (or successor form) and (y) a certification in the form of Schedule 1.19(a)(iv) that the Issuing Bank or such Bank, as the case may be, is a Non-US Bank or (2) if at the time any of the foregoing are inapplicable, duly completed and signed copies of such form, if any, as entitles the Issuing Bank or such Bank, as the case may be, to exemption from withholding of United States federal income taxes to the maximum extent to which the Issuing Bank or such Bank is then entitled under Applicable Law, and (B) from time to time thereafter, prior to the expiration or obsolescence of any previously delivered form or upon any previously delivered form becoming inaccurate or inapplicable, such further duly completed and signed copies of such form, if any, as entitles the Issuing Bank or such Bank, as the case may be, to exemption from withholding of United States Federal income taxes to the maximum extent to which such Person is then entitled under Applicable Law. The Issuing Bank and each Bank shall promptly notify the Borrower and the Administrative Agent if (A) it is required to withdraw or cancel any form or certificate previously submitted by it or any such form or certificate has otherwise become ineffective or inaccurate or (B) payments to it are or will be subject to withholding of United States Federal income taxes to a greater extent than the extent to which payments to it were previously subject. Upon the request of the Borrower or the Administrative Agent, each Bank that is a United States Person and the Issuing Bank if it is a United States Person shall from time to time submit to the Borrower and the Administrative Agent a certificate to the effect that it is such a United States Person and a duly completed Internal Revenue Service Form W-9 (or successor form).

Exemption from U.S. Withholding Taxes. There shall be submitted to the Borrower RGA and the Administrative Agent, (Ai) on or before the first date that interest or fees are payable to the Issuing Bank or such Bank under the Loan Documents, (1A) if at the time the same are applicable, (aa1) by each Bank that is not a United States Person and the Issuing Bank, if it is not a United States Person, two duly completed and signed copies of Internal Revenue Service Form W-8BEN W-8BEN, W8ECI or W-8ECI (or successor forms), W-8IMY in either any such case entitling the Issuing Bank or such Bank to a complete exemption from withholding of any United States federal income taxes on all amounts to be received by the Issuing Bank or such Bank under the Loan Documents, or (bb2) by each Bank that is a Non-US Bank and the Issuing Bank if it is a Non-US Bank, (x) a duly completed Internal Revenue Service Form W-8BEN (or successor form) and (y) a certification substantially in the form Form of Schedule 1.19(a)(iv1.12(e) that the Issuing such Bank or such Bank, as the case may be, is a Non-US Bank or (2B) if at the time any all of the foregoing are inapplicable, duly completed and signed copies of such form, if any, as entitles the Issuing such Bank or such Bank, as the case may be, to exemption from withholding of United States federal income taxes to the maximum extent to which the Issuing Bank or such Bank is then entitled under Applicable Law, and (Bii) from time to time thereafter, prior to the expiration or obsolescence of any previously delivered form or upon any previously delivered form becoming inaccurate or inapplicable, such further duly completed and signed copies of such form, if any, as entitles the Issuing such Bank or such Bank, as the case may be, to exemption from withholding of United States Federal federal income taxes to the maximum extent to which such Person Bank is then entitled under Applicable Law; provided, however, that if a form provided by a Bank at the time such Bank first becomes a party to this Agreement indicates a United States withholding tax in excess of zero, withholding tax at such rate shall be considered excluded from Taxes and provided further that if a Bank is not eligible to provide a form at the time such Bank first becomes a party to this Agreement, withholding tax at the full applicable statutory rate shall be considered excluded from Taxes. The Issuing Bank and each Each Bank shall promptly notify the Borrower RGA and the Administrative Agent if (A) it is required to withdraw or cancel any form or certificate previously submitted by it or any such form or certificate has otherwise become ineffective or inaccurate or (B) payments to it are or will be subject to withholding of United States Federal federal income taxes to a greater extent than the extent to which payments to it were previously subject. Upon the request of the Borrower RGA or the Administrative Agent, each Bank that is a United States Person and the Issuing Bank if it is a United States Person shall from time to time submit to the Borrower RGA and the Administrative Agent a certificate to the effect that it is such a United States Person and a duly completed Internal Revenue Service Form W-9 (or successor form)W-9.

Exemption from U.S. Withholding Taxes. There shall be submitted to the Borrower and the Administrative Agent, (A) on or before the first date that interest or fees are payable to the Issuing Bank or such Bank under the Loan Documents, (1) if at the time the same are applicable, (aa) by each Bank that is not a United States Person and the Issuing Bank, if it is not a United States Person, two duly completed and signed copies of Internal Revenue Service Form W-8BEN 1001 or W-8ECI (or successor forms)4224, in either case entitling the Issuing Bank or such Bank to a complete exemption from withholding of any United States federal income taxes on all amounts to be received by the Issuing Bank or such Bank under the Loan Documents, or (bb) by each Bank that is a Non-US Bank and the Issuing Bank if it is a Non-US Bank, (x) a duly completed Internal Revenue Service Form W-8BEN (or successor form) W-8 and (y) a certification in the form of Schedule 1.19(a)(iv1.13(c) that the Issuing such Bank or such Bank, as the case may be, is a Non-US Bank or (2) if at the time any of the foregoing are inapplicable, duly completed and signed copies of such form, if any, as entitles the Issuing such Bank or such Bank, as the case may be, to exemption from withholding of United States federal income taxes to the maximum extent to which the Issuing Bank or such Bank is then entitled under Applicable Law, and (B) from time to time thereafter, prior to the expiration or obsolescence of any previously delivered form or upon any previously delivered form becoming inaccurate or inapplicable, such further duly completed and signed copies of such form, if any, as entitles the Issuing such Bank or such Bank, as the case may be, to exemption from withholding of United States Federal federal income taxes to the maximum extent to which such Person Bank is then entitled under Applicable Law. The Issuing Bank and each Each Bank shall promptly notify the Borrower and the Administrative Agent if (A) it is required to withdraw or cancel any form or certificate previously submitted by it or any such form or certificate has otherwise become ineffective or inaccurate or (B) payments to it are or will be subject to withholding of United States Federal federal income taxes to a greater extent than the extent to which payments to it were previously subject. Upon the request of the Borrower or the Administrative Agent, each Bank that is a United States Person and the Issuing Bank if it is a United States Person shall from time to time submit to the Borrower and the Administrative Agent a certificate to the effect that it is such a United States Person and a duly completed Internal Revenue Service Form W-9 (or successor form)W-9.

Exemption from U.S. Withholding Taxes. There shall be submitted to the Borrower Company and the Administrative Agent, (A) on or before the first date that interest or fees are payable to the Issuing Bank or such Bank under the Loan Documentsthis Agreement, (1) if at the time the same are applicable, (aa) by each Bank that is not a United States Person and the Issuing Bank, if it is not a United States Person, two duly completed and signed copies of Internal Revenue Service Form W-8BEN 1001 or W-8ECI 4224 (or any successor formsform to the applicable form), in either case entitling the Issuing Bank or such Bank to a complete exemption from withholding of any United States federal income taxes on all amounts to be received by the Issuing Bank or such Bank under the Loan Documentsthis Agreement, or (bb) by each Bank that is a Non-US Bank and the Issuing Bank if it is a Non-US Bank, (x) a duly completed Internal Revenue Service Form W-8BEN W-8 (or any successor form to such form) and (y) a certification in the form of Schedule 1.19(a)(iv4.08(c) that the Issuing such Bank or such Bank, as the case may be, is a Non-US Bank or (2) if at the time any of the foregoing are inapplicable, duly completed and signed copies of such form, if any, as entitles the Issuing such Bank or such Bank, as the case may be, to exemption from withholding of United States federal income taxes to the maximum extent to which the Issuing Bank or such Bank is then entitled under Applicable Lawapplicable law, and (B) from time to time thereafter, prior to the expiration or obsolescence of any previously delivered form or upon any previously delivered form becoming inaccurate or inapplicable, such further duly completed and signed copies of such form, if any, as entitles the Issuing such Bank or such Bank, as the case may be, to exemption from withholding of United States Federal federal income taxes to the maximum extent to which such Person Bank is then entitled under Applicable Lawapplicable law. The Issuing Bank and each Each Bank shall promptly notify the Borrower Company and the Administrative Agent if (A) it is required to withdraw or cancel any form or certificate previously submitted by it or any such form or certificate has otherwise become ineffective or inaccurate or (B) payments to it are or will be subject to withholding of United States Federal federal income taxes to a greater extent than the extent to which payments to it were previously subject. Upon the request of the Borrower Company or the Administrative Agent, each Bank that is a United States Person and the Issuing Bank if it is a United States Person shall from time to time submit to the Borrower Company and the Administrative Agent a certificate to the effect that it is such a United States Person and a duly completed Internal Revenue Service Form W-9 (or a successor form to such form).

Exemption from U.S. Withholding Taxes. There shall be submitted to the Borrower and the Administrative Agent, Agent (A) on or before the first date that interest or fees are payable to the Issuing Bank or such Bank under the Loan Documents, Documents (1) if at the time the same are applicable, applicable (aa) by each Bank that is not a United States Person and the Issuing Bank, if it is not a United States Person, two duly completed and signed copies of Internal Revenue Service Form W-8BEN 1001 or W-8ECI (or successor forms)4224, in either case entitling the Issuing Bank or such Bank to a complete exemption from withholding of any United States federal income taxes on all amounts to be received by the Issuing Bank or such Bank under the Loan Documents, Documents or (bb) by each Bank that is a Non-US Bank and the Issuing Bank if it is a Non-US Bank, (x) a duly completed Internal Revenue Service Form W-8BEN (or successor form) W-8 and (y) a certification in the form of Schedule 1.19(a)(iv2.13(a)(iv) that the Issuing such Bank or such Bank, as the case may be, is a Non-US Bank or (2) if at the time any of the foregoing are inapplicable, duly completed and signed copies of such form, if any, as entitles the Issuing such Bank or such Bank, as the case may be, to exemption from withholding of United States federal income taxes to the maximum extent to which the Issuing Bank or such Bank is then entitled under Applicable Law, and (B) from time to time thereafter, prior to the expiration or obsolescence of any previously delivered form or upon any previously delivered form becoming inaccurate or inapplicable, such further duly completed and signed copies of such form, if any, as entitles the Issuing such Bank or such Bank, as the case may be, to exemption from withholding of United States Federal federal income taxes to the maximum extent to which such Person Bank is then entitled under Applicable Law. The Issuing Bank and each Each Bank shall promptly notify the Borrower and the Administrative Agent if (A) it is required to withdraw or cancel any form or certificate previously submitted by it or any such form or certificate has otherwise become ineffective or inaccurate or (B) payments to it are or will be subject to withholding of United States Federal income taxes to a greater extent than the extent to which payments to it were previously subject. Upon the request of the Borrower or the Administrative Agent, each Bank that is a United States Person and the Issuing Bank if it is a United States Person shall from time to time submit to the Borrower and the Administrative Agent a certificate to the effect that it is such a United States Person and a duly completed Internal Revenue Service Form W-9 (or successor form).the

Exemption from U.S. Withholding Taxes. There Each Lender that is not a United States Person shall be submitted submit to the Borrower Borrowers and the Administrative Agent, (A) on or before the first date that interest or fees are payable fifth day prior to the Issuing Bank or such Bank under first Monthly Payment Date occurring after the Loan DocumentsClosing Date (or, (1) if at in the time the same are applicable, (aa) by each Bank case of a Person that is not a United States Person and the Issuing Bankthat became a Lender by assignment, if it is not a United States Personpromptly upon such assignment), two duly completed and signed copies of either (A) Form 1001 of the United States Internal Revenue Service Form W-8BEN or W-8ECI (or successor forms), in either case entitling the Issuing Bank or such Bank Lender to a complete exemption from withholding of any United States federal income taxes on all amounts to be received by the Issuing Bank or such Bank under the Loan Documents, or (bb) by each Bank that is a Non-US Bank Lender pursuant to this Agreement and the Issuing Bank if it is a Non-US BankLoans, (xB) a duly completed Form 4224 of the United States Internal Revenue Service Form W-8BEN relating to all amounts to be received by such Lender pursuant to this Agreement and the Loans or (C) in the case of a Lender Party that is claiming an exemption from United States withholding tax under Section 871(h) or 881(c) of the Internal Revenue Code with respect to payments of "portfolio interest" two accurate and complete signed original Forms W-8 (or any successor form prescribed by the Internal Revenue Service, certifying that such Lender Party is exempt from or is entitled to a reduced rate of United States withholding tax on payments under this Agreement or the Notes) and, if such Lender Party delivers such Forms W-8 (or successor form) and ), two signed certificates that such Lender Party is not (y1) a certification in "bank" for purposes of Section 881(c) of the form of Schedule 1.19(a)(iv) that the Issuing Bank or such BankInternal Revenue Code, as the case may be, is a Non-US Bank or (2) if at is not a 10% shareholder (within the time any meaning of Section 871(h)(3)(B) of the foregoing are inapplicableInternal Revenue Code) of any Borrower and (3) is not a controlled foreign corporation related to any Borrower (within the meaning of Section 864(d)(4) of the Internal Revenue Code), as appropriate, Each such Lender shall, from time to time after submitting either such form, submit to the Borrowers and the Administrative Agent such additional duly completed and signed copies of one or the other such form, if any, forms (or any successor forms as entitles shall be adopted from time to time by the Issuing Bank or such Bank, as the case may be, to exemption from withholding of relevant United States federal income taxes to taxing authorities) as may be (A) requested in writing by the maximum extent to which Borrowers or the Issuing Bank or such Bank is then entitled under Applicable Law, Administrative Agent and (B) from time to time thereafter, prior to appropriate under the expiration or obsolescence of any previously delivered form or upon any previously delivered form becoming inaccurate or inapplicable, such further duly completed circumstances and signed copies of such form, if any, as entitles the Issuing Bank or such Bank, as the case may be, to exemption from withholding of under then current United States Federal income taxes law or regulations to the maximum extent to which such Person is then entitled under Applicable Law. The Issuing Bank and each Bank shall promptly notify the Borrower and the Administrative Agent if (A) it is required to withdraw avoid or cancel any form or certificate previously submitted by it or any such form or certificate has otherwise become ineffective or inaccurate or (B) payments to it are or will be subject to withholding of reduce United States Federal income withholding taxes on payments in respect of all amounts to a greater extent than be received by such Lender pursuant to this Agreement or the extent to which payments to it were previously subjectLoans. Upon the request of the Borrower Borrowers or the Administrative Agent, each Bank Lender that is a United States Person and the Issuing Bank if it is a United States Person shall from time to time submit to the Borrower Borrowers and the Administrative Agent a certificate to the effect that it is such a United States Person and a duly completed Internal Revenue Service Form W-9 (or successor form)Person.

Exemption from U.S. Withholding Taxes. There shall be submitted to the Borrower Borrowers and the Administrative Agent, (A) on or before the first date that interest or fees are payable to the Issuing Bank or such Bank under the Loan Documents, (1) if at the time the same are applicable, (aa) by each Bank that is not a United States Person and the Issuing Bank, if it is not a United States Person, two duly completed and signed copies of Internal Revenue Service Form W-8BEN 1001 or W-8ECI (or successor forms)4224, in either case entitling the Issuing Bank or such Bank to a complete exemption from withholding of any United States federal income taxes on all amounts to be received by the Issuing Bank or such Bank under the Loan Documents, or (bb) by each Bank that is a Non-US Bank and the Issuing Bank if it is a Non-US Bank, (x) a duly completed Internal Revenue Service Form W-8BEN (or successor form) W-8 and (y) a certification in the form of Schedule 1.19(a)(iv1.13(a)(iv) that the Issuing such Bank or such Bank, as the case may be, is a Non-US Bank or (2) if at the time any of the foregoing are inapplicable, duly completed and signed copies of such form, if any, as entitles the Issuing such Bank or such Bank, as the case may be, to complete exemption from withholding of United States federal income taxes to the maximum extent to which the Issuing Bank or such Bank is then entitled under Applicable Lawtaxes, and (B) from time to time thereafter, prior to the expiration or obsolescence of any previously delivered form or upon any previously delivered form becoming inaccurate or inapplicable, such further duly completed and signed copies of such form, if any, as entitles the Issuing such Bank or such Bank, as the case may be, to exemption from withholding of United States Federal federal income taxes to the maximum extent to which such Person Bank is then entitled under Applicable Law. The Issuing Bank and each Each Bank shall promptly notify the Borrower Borrowers and the Administrative Agent if (A) it is required to withdraw or cancel any form or certificate previously submitted by it or any such form or certificate has otherwise become ineffective or inaccurate or (B) payments to it are or will be subject to withholding of United States Federal federal income taxes to a greater extent than the extent to which payments to it were previously subject. Upon the request of the Borrower Borrowers or the Administrative Agent, each Bank that is a United States Person and the Issuing Bank if it is a United States Person shall from time to time submit to the Borrower Borrowers and the Administrative Agent a certificate to the effect that it is such a United States Person and a duly completed Internal Revenue Service Form W-9 (or successor form)W-9.

Exemption from U.S. Withholding Taxes. There Each Lender that is not a United States Person shall be submitted submit to the Borrower Borrowers and the Administrative Agent, (A) on or before the first date that interest or fees are payable fifth day prior to the Issuing Bank or such Bank under first Quarterly Payment Date occurring after the Loan DocumentsClosing Date (or, (1) if at in the time the same are applicable, (aa) by each Bank case of a Person that is not a United States Person and the Issuing Bankthat became a Lender by assignment, if it is not a United States Personpromptly upon such assignment), two duly completed and signed copies of either (A) Form 1001 of the United States Internal Revenue Service Form W-8BEN or W-8ECI (or successor forms), in either case entitling the Issuing Bank or such Bank Lender to a complete exemption from withholding of any United States federal income taxes on all amounts to be received by such Lender pursuant to this Agreement and the Issuing Bank or Loans, (B) Form 4224 of the United States Internal Revenue Service relating to all amounts to be received by such Bank under Lender pursuant to this Agreement and the Loan DocumentsLoans, or (bbC) by each Bank in the case of a Lender Party that is a Non-US Bank and claiming an exemption from United States withholding tax under Section 871(h) or 881(c) of the Issuing Bank if it is a Non-US Bank, (x) a duly completed Internal Revenue Service Form W-8BEN Code with respect to payments of "portfolio interest", two accurate and complete signed original Forms W-8 (or any successor form prescribed by the Internal Revenue Service, certifying that such Lender Party is exempt from or is entitled to a reduced rate of United States withholding tax on payments under this Agreement or the Notes) and, if such Lender Party delivers Forms W-8 (or successor form) and ), two signed certificates certifying that such Lender Party is not (y1) a certification in "bank" for purposes of Section 881(c) of the form of Schedule 1.19(a)(iv) that the Issuing Bank or such BankInternal Revenue Code, as the case may be, is a Non-US Bank or (2) if at is not a 10% shareholder (within the time any meaning of Section 871(h)(3)(B) of the foregoing are inapplicableInternal Revenue Code) of any Borrower and (3) is not a controlled foreign corporation related to any Borrower (within the meaning of Section 864(d)(4) of the Internal Revenue Code), as appropriate. Each such Lender shall, from time to time after submitting either such Form, submit to the Borrowers and the Administrative Agent such additional duly completed and signed copies of one or the other such form, if any, Forms (or any successor forms as entitles shall be adopted from time to time by the Issuing Bank or such Bank, as the case may be, to exemption from withholding of relevant United States federal income taxes to taxing authorities) as may be (A) requested in writing by the maximum extent to which Borrowers or the Issuing Bank or such Bank is then entitled under Applicable Law, Administrative Agent and (B) from time to time thereafter, prior to appropriate under the expiration or obsolescence of any previously delivered form or upon any previously delivered form becoming inaccurate or inapplicable, such further duly completed circumstances and signed copies of such form, if any, as entitles the Issuing Bank or such Bank, as the case may be, to exemption from withholding of under then current United States Federal income taxes law or regulations to the maximum extent to which such Person is then entitled under Applicable Law. The Issuing Bank and each Bank shall promptly notify the Borrower and the Administrative Agent if (A) it is required to withdraw avoid or cancel any form or certificate previously submitted by it or any such form or certificate has otherwise become ineffective or inaccurate or (B) payments to it are or will be subject to withholding of reduce United States Federal income withholding taxes on payments in respect of all amounts to a greater extent than be received by such Lender pursuant to this Agreement or the extent to which payments to it were previously subjectLoans. Upon the request of the Borrower Borrowers or the Administrative Agent, each Bank that is a United States Person and the Issuing Bank if it is a United States Person shall from time to time submit to the Borrower and the Administrative Agent a certificate to the effect that it is such a United States Person and a duly completed Internal Revenue Service Form W-9 (or successor form).Lender that

Exemption from U.S. Withholding Taxes. There shall be submitted to the Borrower Borrower, the Administrative Agent and the Administrative AgentIssuing Banks, (A) on or before the first date that interest or fees are payable or creditable to the Issuing Bank or such Bank Lender under the Loan Documents, (1) if at the time the same are applicable, (aa) by each Bank Lender that is not a United States Person and the Issuing Bank, if it is not a United States Person, two duly completed and signed copies of Internal Revenue Service Form W-8BEN or W-8ECI (or successor forms)W-8ECI, in either case entitling the Issuing Bank or such Bank Lender to a complete exemption from withholding of any United States federal income taxes on all amounts to be received by the Issuing Bank or such Bank Lender under the Loan Documents, or (bb) by each Bank Lender that is a Non-US Bank and the Issuing Bank if it is a Non-US Bank, (x) a duly completed Internal Revenue Service Form W-8BEN (or successor form) and (y) a certification in the form of Schedule 1.19(a)(iv1.13(d) that the Issuing Bank or such Bank, as the case may be, Lender is a Non-US Bank or (2) if at the time any of the foregoing are inapplicable, duly completed and signed copies of such formform (including Internal Revenue Service Form W-81MY, if applicable), if any, as entitles the Issuing Bank or such Bank, as the case may be, Lender to exemption from withholding of United States federal income taxes to the maximum extent to which the Issuing Bank or such Bank Lender is then entitled under Applicable Law, and (B) from time to time thereafter, prior to the expiration or obsolescence of any previously delivered form or upon any previously delivered form becoming inaccurate or inapplicable, such further duly completed and signed copies of such form, if any, as entitles the Issuing Bank or such Bank, as the case may be, Lender to exemption from withholding of United States Federal federal income taxes to the maximum extent to which such Person Lender is then entitled under Applicable Law. The Issuing Bank and each Bank Each Lender shall promptly notify the Borrower and Borrower, the Administrative Agent and the Issuing Banks if (A) it is required to withdraw or cancel any form or certificate previously submitted by it or any such form or certificate has otherwise become ineffective or inaccurate or (B) payments to it are or will be subject to withholding of United States Federal federal income taxes to a greater extent than the extent to which payments to it were previously subject. Upon the request of the Borrower or Borrower, the Administrative AgentAgent or any Issuing Bank, each Bank Lender that is a United States Person and the Issuing Bank if it is a United States Person shall from time to time submit to the Borrower and Borrower, the Administrative Agent and the Issuing Banks a certificate to the effect that it is such a United States Person and a duly completed Internal Revenue Service Form W-9 (or successor form)W-9.