Common use of Foreign Bank Certifications Clause in Contracts

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).

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 Administrative Agent on or before the Closing Effective Date or the date on which such Lender or Issuing Bank becomes a Lender pursuant to Section 15.01 or an Issuing Bank 13.01 hereof 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 (IA) 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 (IIB) because such payments are effectively connected with under Sections 1442(c)(1) and 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 (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 W-9 and any other form which the Borrower or the Administrative Agent shall reasonably request in connection therewith or (or any successor or substitute form or formsC) and in the case of a certificate representing Lender that such Lender or Issuing Bank is not a bank "bank" for purposes of Section 881(c) of the Internal Revenue Code and that is claiming exemption from U.S. federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of "portfolio interest", a Form W- 8, or any subsequent versions thereof or successors thereto (and, if such Lender delivers a Form W-8, a certificate representing that such Lender is not a "bank" for purposes of Section 881(c) of the Code, is not a 10 percent 10% shareholder of either of the Borrowers (within the meaning of Section 871(h)(3)(B871(h)93)(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). In the event a Lender fails to deliver the requisite forms in accordance with the preceding sentence, such Lender shall not be entitled to the indemnification provided by Section 3.03(c) or additional amounts in respect of Taxes pursuant to Section 3.03(a).

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 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 thereof, if not delivered to TIMCO and the Agent theretofore, shall deliver to the U.S. Borrower TIMCO and the Agent on the Closing Effective Date or the date on which such Lender or Issuing Bank becomes a Lender pursuant to Section 15.01 or an Issuing Bank hereof a true and accurate certificate executed in duplicate by a duly authorized officer of such Lender or Issuing Bank to the effect such other documentation (including applicable IRS forms) evidencing 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 (IA) 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 and executed copies of IRS Form 1001 W-8BEN (or any successor or substitute form or forms)), (IIB) because such payments are effectively connected with under Section 1442 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 W-8ECI (or any successor or substitute form or forms)), or (IIIC) under Section 871(h) or Section 881(c) of the Internal Revenue Code in the case of any Lender that is claiming an exemption from the withholding of United States federal income tax 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 W-8BEN (or any successor or substitute form or forms)) and a such certificate representing shall include representations that such the Lender or Issuing Bank is not (1) a bank "bank" for purposes of Section 881(c) of the Internal Revenue Code, is not (2) a 10 ten percent shareholder of either of the Borrowers (any Borrower, within the meaning of Section 871(h)(3)(B871(h)(3) of the Internal Revenue CodeCode or (3) and is not a "controlled foreigh corporation" foreign corporation related to either of the Borrowers (any Borrower within the meaning of Section 864(d)(4) of the Internal Revenue Code), or (D) that such Lender is otherwise exempt from withholding and/or backup withholding as evidenced by the provision of the applicable IRS forms, including, without limitation, IRS Forms W-8IMY and/or W-9.