Common use of Foreign Bank Certifications Clause in Contracts

Foreign Bank Certifications. Each Lender or Issuing Bank that is not created or organized under the laws of the United States or a political subdivision thereof shall deliver to the U.S. Borrower and the Agent on the Closing Date or the date on which such Lender or Issuing Bank becomes a Lender pursuant to Section 15.01 or an Issuing Bank a true and accurate certificate executed in duplicate by a duly authorized officer of such Lender or Issuing Bank to the effect that such Lender or Issuing Bank is eligible to receive payments hereunder and under the Notes without deduction or withholding of United States federal income tax (I) under the provisions of an applicable tax treaty concluded by the United States (in which case the certificate shall be accompanied by two duly completed copies of IRS Form 1001 (or any successor or substitute form or forms)), (II) because such payments are effectively connected with the conduct of a U.S. trade or business of such Lender or Issuing Bank (in which case the certificate shall be accompanied by two duly completed copies of IRS Form 4224 (or any successor or substitute form or forms)), or (III) under Section 871(h) or Section 881(c) of the Internal Revenue Code with respect to "portfolio interest" payments (in which case, the certificate shall be accompanied by two accurate and complete original signed copies of IRS Form W-8 (or any successor or substitute form or forms) and a certificate representing that such Lender or Issuing Bank is not a bank for purposes of Section 881(c) of the Internal Revenue Code, is not a 10 percent shareholder of either of the Borrowers (within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code) and is not a "controlled foreigh corporation" related to either of the Borrowers (within the meaning of Section 864(d)(4) of the Internal Revenue Code).

Foreign Bank Certifications. (i) Each Lender or Issuing Bank that is not created or organized under the laws of the United States or a political subdivision thereof (each a "Non-U.S. Lender") shall deliver to the U.S. Borrower and the Funding Agent on the Closing Date or not later than the date on which such Lender or Issuing Bank becomes a Lender pursuant to Section 15.01 or an Issuing Bank Lender, (A) a true and accurate certificate executed in duplicate by a duly authorized officer of such Lender or Issuing Bank to the effect that such Lender or Issuing Bank is eligible to receive payments hereunder and under the Notes without deduction or withholding of United States federal income tax (I) under the provisions of an applicable tax treaty concluded by the United States (in which case the certificate shall be accompanied by two duly completed copies of IRS Form 1001 (or any successor or substitute form or forms)), ) or (II) because such payments are effectively connected with under Section 1441(c)(1) as modified for purposes of Section 1442(a) of the conduct of a U.S. trade or business of such Lender or Issuing Bank Internal Revenue Code (in which case the certificate shall be accompanied by two duly completed copies of IRS Form 4224 (or any successor or substitute form or forms)), ) or (IIIB) in the case of a Lender or Issuing Bank claiming exemption from United State withholding tax under Section 871(h) or Section 881(c) of the Internal Revenue Code with respect to payments of "portfolio interest" payments (in which casea "Registered Holder"), the certificate shall be accompanied by two accurate and complete original signed copies of IRS Form W-8 (or any successor or substitute form or formsi) and a certificate representing that such Lender or Issuing Bank Registered Holder is not a bank "bank" for purposes of Section 881(c881(c)(3) of the Internal Revenue Code, is not a 10 10-percent shareholder of either of the Borrowers (within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code) of the Borrower and is not a "controlled foreigh corporation" foreign corporation related to either of the Borrowers Borrower (within the meaning of Section 864(d)(4) of the Internal Revenue Code. (ii) Each Lender further agrees to deliver to the Borrower and the Funding Agent from time to time, a true and accurate certificate executed in duplicate by a duly authorized officer of such Lender before or promptly upon the occurrence of any event requiring a change in the most recent certificate previously delivered by it to the Borrower and the Funding Agent pursuant to this Section 3.03(d) (including, but not limited to, a change in such Lender's lending office). Each certificate required to be delivered pursuant to this Section 3.03(d)(ii) shall certify as to one of the following: (A) that such Lender can continue to receive payments hereunder and under the Notes without deduction or withholding of United States federal income tax; (B) that such Lender cannot continue to receive payments hereunder and under the Notes without deduction or withholding of United States federal income tax as specified therein but does not require additional payments pursuant to Section 3.03 (a) because it is entitled to recover the full amount of any such deduction or withholding from a source other than the Borrower; (C) that such Lender is no longer capable of receiving payments hereunder and under the Notes without deduction or withholding of United States federal income tax as specified therein by reason of a change in law (including the Internal Revenue Code or applicable tax treaty) after the later of June 12, 1997 or the date on which such Lender became a Lender and that it is not capable of recovering the full amount of the same from a source other than the Borrower; or (D) that such Lender is no longer capable of receiving payments hereunder without deduction or withholding of United States federal income tax as specified therein other than by reason of a change in law (including the Internal Revenue Code or applicable tax treaty) after the later of June 12, 1997 or the date on which such Lender became a Lender. Each Lender agrees to deliver to the Borrower and the Funding Agent further duly completed copies of the above-mentioned IRS forms on or before the earlier of (x) the date that any such form expires or becomes obsolete or otherwise is required to be resubmitted as a condition to obtaining an exemption from withholding from United States federal income tax and (y) fifteen (15) days after the occurrence of any event requiring a change in the most recent form previously delivered by such Lender to the Borrower and the Funding Agent, unless any change in treaty, law, regulation, or official interpretation thereof which would render such form inapplicable or which would prevent the Lender from duly completing and delivering such form has occurred prior to the date on which any such delivery would otherwise be required and the Lender promptly advises the Borrower that it is not capable of receiving payments hereunder and under the Notes without any deduction or withholding of United States federal income tax. (iii) The Borrower shall not be required to pay any additional amount to, or to indemnify, pursuant to paragraphs (a) or (b) of this Section 3.03, any Non-U.S. Lender or any Issuing Bank in respect of United States Federal withholding tax to the extent imposed as a result of (A) the failure by such Non-U.S. Lender or Issuing Bank to comply with the provisions of paragraphs(d)(i) or (d)(ii) of this Section 3.03 or (B) a representation made pursuant to the provisions of such paragraphs (d)(i) or (d)(ii) proving to have been false or incorrect when made.

Foreign Bank Certifications. () Each Lender or Issuing Bank that is not created or organized under the laws of the United States or a political subdivision thereof shall deliver has delivered to the U.S. Borrower Company and the Administrative Agent on the Closing Date or the date on which such Lender became a Lender or such Issuing Bank became an Issuing Bank or shall deliver to the Company on the date such Lender becomes a Lender or such Issuing Bank becomes a Lender pursuant to Section 15.01 or an Issuing Bank Bank, if such date is after the Effective Date, (A) a true and accurate certificate executed in duplicate by a duly authorized officer of such Lender or Issuing Bank to the effect that such Lender or Issuing Bank is eligible to receive payments hereunder and under the Notes without deduction or withholding (or with reduced deduction or withholding) of United States federal income tax (I) under the provisions of an applicable tax treaty concluded by the United States (in which case the certificate shall be accompanied by two duly completed copies of IRS Form 1001 (or any successor or substitute form or forms)), ) or (II) because such payments are effectively connected with under Section 1441(c)(1) as modified for purposes of Section 1442(a) of the conduct of a U.S. trade or business of such Lender or Issuing Bank Internal Revenue Code (in which case the certificate shall be accompanied by two duly completed copies of IRS Form 4224 (or any successor or substitute form or forms)), ) or (IIIB) in the case of a Lender or Issuing Bank claiming exemption from United States withholding tax under Section 871(h) or Section 881(c) of the Internal Revenue Code with respect to payments of "portfolio interest" payments ", (in which case, the certificate shall be accompanied by two accurate and complete original signed copies of IRS Form W-8 (or any successor or substitute form or formsI) and a certificate representing that such Lender or Issuing Bank is not a bank for purposes "bank" acquiring the Note in connection with "an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business" (within the meaning of Section 881(c881(c)(3)(A) of the Internal Revenue Code), is not a 10 10-percent shareholder of either of the Borrowers (within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code) of the Company, and is not a "controlled foreigh corporation" foreign corporation related to either of the Borrowers Company (within the meaning of Section 864(d)(4) of the Internal Revenue Code) and (II) two duly completed copies of IRS Form W8 (or any successor or substitute form or forms).;

Foreign Bank Certifications. (i) Each Lender or Issuing Bank that is not created or organized under the laws of the United States or a political subdivision thereof shall deliver to the U.S. Borrower and the Agent on the Closing Date or the date on which such Lender or Issuing Bank becomes a Lender pursuant to Section 15.01 or an Issuing Bank a true and accurate certificate executed in duplicate by a duly authorized officer of such Lender or Issuing Bank to the effect that such Lender or Issuing Bank is eligible to receive payments hereunder and under the Notes without deduction or withholding of United States federal income tax (I) under the provisions of an applicable tax treaty concluded by the United States (in which case the certificate shall be accompanied by two duly completed copies of IRS Form 1001 (or any successor or substitute form or forms)), (II) because such payments are effectively connected with the conduct of a U.S. trade or business of such Lender or Issuing Bank (in which case the certificate shall be accompanied by two duly completed copies of IRS Form 4224 (or any successor or substitute form or forms)), or (III) under Section 871(h) or Section 881(c) of the Internal Revenue Code with respect to "portfolio interest" payments (in which case, the certificate shall be accompanied by two accurate and complete original signed copies of IRS Form W-8 (or any successor or substitute form or forms) and a certificate representing that such Lender or Issuing Bank is not a bank for purposes of Section 881(c) of the Internal Revenue Code, is not a 10 percent shareholder of either of the Borrowers (within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code) and is not a "controlled foreigh corporation" related to either of the Borrowers (within the meaning of Section 864(d)(4) of the Internal Revenue Code). (ii) Each Lender and Issuing Bank referred to in Section 14.01(d)(i) further agrees to deliver to the U.S. Borrower and the Agent from time to time, a true and accurate certificate executed in duplicate by a duly authorized officer of such Lender or Issuing Bank before or promptly upon the occurrence of any event requiring a change in the most recent certificate previously delivered by it to the U.S. Borrower and the Agent pursuant to this Section 14.01(d). Each certificate required to be delivered pursuant to this Section 14.01(d)(ii) shall certify as to one of the following: (A) that such Lender or Issuing Bank can continue to receive payments hereunder and under the Notes without deduction or withholding of United States federal income tax; (B) that such Lender or Issuing Bank cannot continue to receive payments hereunder or under some or all of the Notes without deduction or withholding of United States federal income tax as specified therein but does not require additional payments pursuant to Section 14.01(a) because it is entitled to recover the full amount of any such deduction or withholding from a source other than the applicable Borrower; or (C) that such Lender or Issuing Bank is no longer capable of receiving payments hereunder or under some or all of the Notes without deduction or withholding of United States federal income tax as specified therein and that it is not capable of recovering the full amount of the same from a source other than the applicable Borrower. Each Lender and Issuing Bank referred to in Section 14.01(d)(i) agrees to deliver to the U.S. Borrower and the Agent further duly completed copies of the above-mentioned IRS forms on or before the earlier of (x) the date that any such form expires or becomes obsolete or otherwise is required to be resubmitted as a condition to obtaining an exemption from withholding from United States federal income tax and (y) fifteen (15) days after the occurrence of any event requiring a change in the most recent form previously delivered by such Lender or Issuing Bank to the U.S. Borrower and Agent, unless any change in treaty, law, regulation, or official interpretation thereof which would render such form inapplicable or which would prevent such Lender or Issuing Bank from duly completing and delivering such form has occurred prior to the date on which any such delivery would otherwise be required and such Lender or Issuing Bank promptly advises the U.S. Borrower that it is not capable of receiving payments hereunder or under some or all of the Notes without any deduction or withholding of United States federal income tax.