Common use of Foreign Banks Clause in Contracts

Foreign Banks. Each Bank that is a “foreign corporation, partnership or trust” within the meaning of the Code (a “Foreign Bank”) shall deliver to Agent: (i) prior to receipt of any payment subject to withholding under the Code (or after accepting an assignment of an interest herein), two duly signed completed copies of either IRS Form W-8BEN or any successor thereto (relating to such Person and entitling it to an exemption from, or reduction of, withholding tax on all payments to be made to such Person by the Co-Borrowers pursuant to this Agreement) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Person by the Co-Borrowers pursuant to this Agreement) or such other evidence satisfactory to the Co-Borrowers and Agent that such Person is entitled to an exemption from, or reduction of, U.S. withholding tax and (ii) any documentation reasonably requested by the Agent or a Co-Borrower that is necessary for such Co-Borrower and the Agent to comply with their obligations under FATCA and to determine if such Foreign Bank has complied with its obligations under FATCA or to determine the amount to deduct and withhold from such payment. Thereafter and from time to time, each such Person shall (a) promptly submit to Agent such additional duly completed and signed copies of one of such forms (or such successor forms as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then current United States laws and regulations to avoid, or such evidence as is satisfactory to the Co-Borrowers and Agent of any available exemption from or reduction of, United States withholding taxes in respect of all payments to be made to such Person by the Co-Borrowers pursuant to this Agreement, (b) promptly notify Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (c) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Bank, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws that the Co-Borrowers make any deduction or withholding for taxes from amounts payable to such Person. If such Person fails to deliver the above forms or other documentation (other than as a result of a change in treaty, law or other regulation that occurs after the date such Person becomes a Bank that renders all such forms inapplicable or that would prevent such Bank from duly completing and delivering such form with respect to it), then Agent may withhold from any interest payment to such Person an amount equivalent to the applicable withholding tax imposed by Sections 1441 and 1442 of the Code, without reduction. If any Governmental Authority asserts that Agent did not properly withhold any tax or other amount from payments made in respect of such Person, such Person shall indemnify Agent therefore, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to Agent under this Section, and costs and expenses (including Attorney Costs) of Agent. The obligation of the Banks under this Section shall survive the payment of all Obligations and the resignation or replacement of Agent.

Foreign Banks. Each Bank that is a “"foreign corporation, partnership or trust” " within the meaning of the Code Code, or any successor statute thereto (a “"Foreign Bank”") shall deliver to the Agent: (i) , prior to receipt of any payment subject to withholding under the Code (or after accepting an assignment of an interest herein), two duly signed completed copies of either IRS Form W-8BEN or any successor thereto (relating to such Person and entitling it to an a complete exemption from, or reduction of, from withholding tax on all payments to be made to such Person by the Co-Borrowers Borrower pursuant to this Agreement) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Person by the Co-Borrowers Borrower pursuant to this Agreement) of the United States Internal Revenue Service or such other evidence satisfactory to the Co-Borrowers and Agent that such Person is entitled to an exemption from, or reduction of, U.S. withholding tax and (ii) any documentation reasonably requested by the Agent or a Co-Borrower that is necessary for such Co-Borrower and the Agent that no withholding under the federal income tax laws is required with respect to comply with their obligations under FATCA and to determine if such Foreign Bank has complied with its obligations under FATCA or to determine the amount to deduct and withhold from such paymentPerson. Thereafter and from time to time, each such Person shall (a) promptly submit to the Agent such additional duly completed and signed copies of one of such forms (or such successor forms as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then current United States laws and regulations to avoid, or such evidence as is satisfactory to the Co-Borrowers Borrower and the Agent of any available exemption from or reduction offrom, United States withholding taxes in respect of all payments to be made to such Person by the Co-Borrowers Borrower pursuant to this Agreement, and (b) promptly notify Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (c) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Bank, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws laws that the Co-Borrowers Borrower make any deduction or withholding for taxes from amounts payable to such Person. If such Person Persons fails to deliver the above forms or other documentation (other than as a result of a change in treaty, law or other regulation that occurs after the date such Person becomes a Bank that renders all such forms inapplicable or that would prevent such Bank from duly completing and delivering such form with respect to it)documentation, then the Agent may withhold from any interest payment to such Person an amount equivalent to the applicable withholding tax imposed by Sections 1441 and 1442 of the Code, without reduction. If any Governmental Authority asserts that the Agent did not properly withhold any tax or other amount from payments made in respect of such Person, such Person shall indemnify the Agent thereforetherefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to Agent under this Section, interest and costs and expenses (including Attorney Costsreasonable attorney fees and costs) of the Agent. The obligation of the Banks under this Section shall survive the payment of all Obligations and the resignation or replacement of the Agent.

Foreign Banks. Each Bank that is a “"foreign corporation, ------------- partnership or trust” " within the meaning of the Code (a “"Foreign Bank”Banks") shall ------------- deliver to the Administrative Agent: (i) , prior to receipt of any payment subject to withholding under the Code (or after accepting an assignment of an interest herein), two duly signed completed copies of either IRS Form W-8BEN or any successor thereto (relating to such Person and entitling it to an exemption from, or reduction of, withholding tax on all payments to be made to such Person by the Co-Borrowers Borrower pursuant to this Agreement) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Person by the Co-Borrowers Borrower pursuant to this Agreement) or such other evidence satisfactory to the Co-Borrowers Borrower and the Administrative Agent that such Person is entitled to an exemption from, or reduction of, U.S. withholding tax and (ii) any documentation reasonably requested by the Agent or a Co-Borrower that is necessary for such Co-Borrower and the Agent to comply with their obligations under FATCA and to determine if such Foreign Bank has complied with its obligations under FATCA or to determine the amount to deduct and withhold from such paymenttax. Thereafter and from time to time, each such Person shall (a) promptly submit to the Administrative Agent such additional duly completed and signed copies of one of such forms (or such successor forms as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then current United States laws and regulations to avoid, or such evidence as is satisfactory to the Co-Borrowers Borrower and the Administrative Agent of any available exemption from or reduction of, United States withholding taxes in respect of all payments to be made to such Person by the Co-Borrowers Borrower pursuant to this Agreement, (b) promptly notify the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (c) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Bank, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws that the Co-Borrowers Borrower make any deduction or withholding for taxes from amounts payable to such Person. If such Person fails to deliver the above forms or other documentation (other than as a result of a change in treaty, law or other regulation that occurs after the date such Person becomes a Bank that renders all such forms inapplicable or that would prevent such Bank from duly completing and delivering such form with respect to it)documentation, then the Administrative Agent may withhold from any interest payment to such Person an amount equivalent to the applicable withholding tax imposed by Sections 1441 and 1442 of the Code, without reduction. If any Governmental Authority asserts that the Administrative Agent did not properly withhold any tax or other amount from payments made in respect of such Person, such Person shall indemnify the Administrative Agent thereforetherefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Agent under this Section, and costs and expenses (including Attorney Costsattorneys' fees and expenses) of the Administrative Agent. The obligation of the Banks under this Section shall survive the payment of all Obligations and the resignation or replacement of the Administrative Agent.

Foreign Banks. (a) Each Bank that is a “foreign corporation, partnership or trust” within the meaning of the Code (and that is entitled to an exemption from or reduction of withholding tax under the laws of the jurisdiction in which the Borrower is resident for tax purposes or any treaty to which such jurisdiction is a “Foreign Bank”) party with respect to payments hereunder or under any Loan Documents shall deliver to the Administrative Agent: (i) , prior to receipt of any payment subject to withholding under the Code (or after accepting an assignment of an interest herein), two duly signed completed copies of either IRS Form W-8BEN or any successor thereto (relating to such Person and entitling it to an exemption from, or reduction of, withholding tax on all payments to be made to such Person by the Co-Borrowers Borrower pursuant to this Agreement) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Person by the Co-Borrowers Borrower pursuant to this Agreement) or such other evidence satisfactory to the Co-Borrowers Borrower and the Administrative Agent that such Person is entitled to an exemption from, or reduction of, U.S. withholding tax and (ii) any documentation reasonably requested by the Agent or a Co-Borrower that is necessary for such Co-Borrower and the Agent to comply with their obligations under FATCA and to determine if such Foreign Bank has complied with its obligations under FATCA or to determine the amount to deduct and withhold from such paymenttax. Thereafter and from time to time, each such Person shall shall, to the extent it may lawfully do so, (a) promptly submit to the Administrative Agent such additional duly completed and signed copies of one of such forms (or such successor forms as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then current United States laws and regulations to avoid, or such evidence as is satisfactory to the Co-Borrowers Borrower and the Administrative Agent of any available exemption from or reduction of, United States withholding taxes in respect of all payments to be made to such Person by the Co-Borrowers Borrower pursuant to this Agreement, (b) promptly notify the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (c) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Bank, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws that the Co-Borrowers Borrower make any deduction or withholding for taxes from amounts payable to such Person. If such Person Person, to the extent it may lawfully do so, fails to deliver the above forms or other documentation (other than as a result of a change in treaty, law or other regulation that occurs after the date such Person becomes a Bank that renders all such forms inapplicable or that would prevent such Bank from duly completing and delivering such form with respect to it)documentation, then the Administrative Agent may withhold from any interest payment to such Person an amount equivalent to the applicable withholding tax imposed by Sections 1441 and 1442 of the Code, without reduction. If any Governmental Authority asserts that the Administrative Agent did not properly withhold any tax or other amount from payments made in respect of such Person, such Person shall indemnify the Administrative Agent thereforetherefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Administrative Agent under this Section, and costs and expenses (including Attorney Costs) of the Administrative Agent. The obligation . (b) If a payment made to a Bank under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Bank were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Banks Code, as applicable), such Bank shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Bank has complied with such Bank’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 11.10(b), “FATCA” shall survive include any amendments made to FATCA after the payment date of all Obligations and the resignation or replacement of Agentthis Agreement.

Foreign Banks. Each Bank that is a “"foreign corporation, partnership or trust” " within the meaning of the Code (a “Foreign Bank”) shall deliver to Agent: (i) , prior to receipt of any payment subject to withholding under the Code (or after accepting an assignment of an interest herein), two duly signed completed copies of either IRS Form W-8BEN or any successor thereto (relating to such Person and entitling it to an exemption from, or reduction of, withholding tax on all payments to be made to such Person by the Co-Borrowers Borrower pursuant to this Agreement) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Person by the Co-Borrowers Borrower pursuant to this Agreement) or such other evidence satisfactory to the Co-Borrowers Borrower and Agent that such Person is entitled to an exemption from, or reduction of, U.S. withholding tax and (ii) any documentation reasonably requested by the Agent or a Co-Borrower that is necessary for such Co-Borrower and the Agent to comply with their obligations under FATCA and to determine if such Foreign Bank has complied with its obligations under FATCA or to determine the amount to deduct and withhold from such paymenttax. Thereafter and from time to time, each such Person shall (a) promptly submit to Agent such additional duly completed and signed copies of one of such forms (or such successor forms as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then current United States laws and regulations to avoid, or such evidence as is satisfactory to the Co-Borrowers Borrower and Agent of any available exemption from or reduction of, United States withholding taxes in respect of all payments to be made to such Person by the Co-Borrowers Borrower pursuant to this Agreement, (b) promptly notify Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (c) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Bank, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws that the Co-Borrowers Borrower make any deduction or withholding for taxes from amounts payable to such Person. If such Person fails to deliver the above forms or other documentation (other than as a result of a change in treaty, law or other regulation that occurs after the date such Person becomes a Bank that renders all such forms inapplicable or that would prevent such Bank from duly completing and delivering such form with respect to it)documentation, then Agent may withhold from any interest payment to such Person an amount equivalent to the applicable withholding tax imposed by Sections 1441 and 1442 of the Code, without reduction. If any Governmental Authority asserts that Agent did not properly withhold any tax or other amount from payments made in respect of such PersonIF ANY GOVERNMENTAL AUTHORITY ASSERTS THAT AGENT DID NOT PROPERLY WITHHOLD ANY TAX OR OTHER AMOUNT FROM PAYMENTS MADE IN RESPECT OF SUCH PERSON, such Person shall indemnify Agent thereforeSUCH PERSON SHALL INDEMNIFY AGENT THEREFOR, including all penalties and interestINCLUDING ALL PENALTIES AND INTEREST, any taxes imposed by any jurisdiction on the amounts payable to Agent under this SectionANY TAXES IMPOSED BY ANY JURISDICTION ON THE AMOUNTS PAYABLE TO THE AGENT UNDER THIS SECTION, and costs and expenses AND COSTS AND EXPENSES (including Attorney CostsINCLUDING ATTORNEY COSTS) of AgentOF AGENT. The obligation of the Banks under this Section shall survive the payment of all Obligations and the resignation or replacement of AgentTHE OBLIGATION OF BANKS UNDER THIS SECTION SHALL SURVIVE THE PAYMENT OF ALL OBLIGATIONS AND THE RESIGNATION OR REPLACEMENT OF AGENT.

Foreign Banks. Each Bank that is incorporated under the Laws of a “foreign corporation, partnership jurisdiction other than the United States of America or trust” within the meaning of the Code (a “Foreign Bank”) any state thereof shall deliver to Borrower (with a copy to the Administrative Agent: (i) prior to receipt of any payment subject to withholding under ), within twenty days after the Code Closing Date (or after accepting an assignment of an interest herein)herein pursuant to Section 11.8, if applicable) two duly completed copies, signed completed copies by a Responsible Official, of either IRS Form W-8BEN or any successor thereto 1001 (relating to such Person and entitling it to an a complete exemption from, or reduction of, from withholding tax on all payments to be made to such Person by the Co-Borrowers Borrower pursuant to this Agreement) or IRS Form W-8ECI or any successor thereto 4224 (relating to all payments to be made to such Person by the Co-Borrowers Borrower pursuant to this Agreement) of the United States Internal Revenue Service or such other evidence (including, if reasonably necessary, Form W- 9) satisfactory to the Co-Borrowers and Agent that such Person is entitled to an exemption from, or reduction of, U.S. withholding tax and (ii) any documentation reasonably requested by the Agent or a Co-Borrower that is necessary for such Co-Borrower and the Administrative Agent that no withholding under the federal income tax laws is required with respect to comply with their obligations under FATCA and to determine if such Foreign Bank has complied with its obligations under FATCA or to determine the amount to deduct and withhold from such paymentPerson. Thereafter and from time to time, each such Person shall (a) promptly submit to Agent Borrower (with a copy to the Administrative Agent), such additional duly completed and signed copies of one of such forms (or such successor forms as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then current United States laws and regulations to avoid, or such evidence as is satisfactory to Borrower and the Co-Borrowers and Administrative Agent of any available exemption from or reduction offrom, United States withholding taxes in respect of all payments pay- ments to be made to such Person by the Co-Borrowers Borrower pursuant to this Agreement, Agreement and (b) promptly notify Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (c) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Bank, and as may be reasonably necessary (including the re-re- designation of its LIBOR Lending Office, if any) to avoid any requirement of applicable Laws laws that the Co-Borrowers Borrower make any deduction or withholding for taxes from amounts payable to such Person. If such Person fails to deliver the above forms or other documentation (other than as a result of a change in treaty, law or other regulation that occurs after the date such Person becomes a Bank that renders all such forms inapplicable or that would prevent such Bank from duly completing and delivering such form with respect to it), then Agent may withhold from any interest payment to such Person an amount equivalent to the applicable withholding tax imposed by Sections 1441 and 1442 of the Code, without reduction. If any Governmental Authority asserts that Agent did not properly withhold any tax or other amount from payments made in respect of such Person, such Person shall indemnify Agent therefore, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to Agent under this Section, and costs and expenses (including Attorney Costs) of Agent. The obligation of the Banks under this Section shall survive the payment of all Obligations and the resignation or replacement of Agent.

Foreign Banks. Each Foreign Bank that is a “foreign corporation, partnership or trust” within the meaning of the Code (a “Foreign Bank”) shall deliver to the Agent: (i) , prior to receipt of any payment subject to withholding under the Code (or after accepting an assignment of an interest herein), two (2) duly signed completed copies of either IRS Form W-8BEN or any successor thereto (relating to such Person Foreign Bank and entitling it to an exemption from, or reduction of, withholding tax on all payments to be made to such Person Foreign Bank by the Co-Borrowers Parent pursuant to this Agreement) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Person Foreign Bank by the Co-Borrowers Parent pursuant to this Agreement) or such other evidence satisfactory to the Co-Borrowers Parent and the Agent that such Person Foreign Bank is entitled to an exemption from, or reduction of, U.S. withholding tax and (ii) any documentation reasonably requested by the Agent or a Co-Borrower that is necessary for such Co-Borrower and the Agent to comply with their obligations under FATCA and to determine if such Foreign Bank has complied with its obligations under FATCA or to determine the amount to deduct and withhold from such paymenttax. Thereafter and from time to time, each such Person Foreign Bank shall (a) promptly submit to the Agent such additional duly completed and signed copies of one of such forms (or such successor forms as shall be adopted from time to time by the relevant United States U.S. taxing authorities) as may then be available under then current United States U.S. laws and regulations to avoid, or such evidence as is satisfactory to the Co-Borrowers Parent and the Agent of any available exemption from or reduction of, United States U.S. withholding taxes in respect of all payments to be made to such Person Foreign Bank by the Co-Borrowers Parent pursuant to this Agreement, (b) promptly notify the Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (c) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Foreign Bank, and as may be reasonably necessary (including the re-designation of its Applicable Lending Office) to avoid any requirement of applicable Laws laws that the Co-Borrowers Parent make any deduction or withholding for taxes from amounts payable to such PersonForeign Bank. If such Person Foreign Bank fails to deliver the above forms or other documentation (other than as a result of a change in treaty, law or other regulation that occurs after the date such Person becomes a Bank that renders all such forms inapplicable or that would prevent such Bank from duly completing and delivering such form with respect to it)documentation, then the Agent may withhold from any interest payment to such Person Foreign Bank an amount equivalent to the applicable withholding tax imposed by Sections 1441 and 1442 of the Code, without reduction. If any Governmental Authority asserts that the Agent did not properly withhold any tax or other amount from payments made in respect of such PersonForeign Bank, such Person Foreign Bank shall indemnify the Agent thereforetherefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Agent under this Section, and costs and expenses (including Attorney Costs) of the Agent. The obligation of the Banks under this Section shall survive the payment of all Obligations and the resignation or replacement of the Agent.

Foreign Banks. Each Bank that is a “"foreign corporation, _____________ partnership or trust” " within the meaning of the Code (a “Foreign Bank”) shall deliver to the Administrative Agent: (i) , prior to receipt of any payment subject to withholding under the Code (or after accepting an assignment of an interest herein), two duly signed completed copies of either IRS Form W-8BEN or any successor thereto (relating to such Person and entitling it to an exemption from, or reduction of, withholding tax on all payments to be made to such Person by the Co-Borrowers Borrower pursuant to this Agreement) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Person by the Co-Borrowers Borrower pursuant to this Agreement) or such other evidence satisfactory to the Co-Borrowers Borrower and the Administrative Agent that such Person is entitled to an exemption from, or reduction of, U.S. withholding tax and (ii) any documentation reasonably requested by the Agent or a Co-Borrower that is necessary for such Co-Borrower and the Agent to comply with their obligations under FATCA and to determine if such Foreign Bank has complied with its obligations under FATCA or to determine the amount to deduct and withhold from such paymenttax. Thereafter and from time to time, each such Person shall shall, to the extent it may lawfully do so, (a) promptly submit to the Administrative Agent such additional duly completed and signed copies of one of such forms (or such successor forms as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then current United States laws and regulations to avoid, or such evidence as is satisfactory to the Co-Borrowers Borrower and the Administrative Agent of any available exemption from or reduction of, United States withholding taxes in respect of all payments to be made to such Person by the Co-Borrowers Borrower pursuant to this Agreement, (b) promptly notify the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (c) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Bank, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws that the Co-Borrowers Borrower make any deduction or withholding for taxes from amounts payable to such Person. If such Person Person, to the extent it may lawfully do so, fails to deliver the above forms or other documentation (other than as a result of a change in treaty, law or other regulation that occurs after the date such Person becomes a Bank that renders all such forms inapplicable or that would prevent such Bank from duly completing and delivering such form with respect to it)documentation, then the Administrative Agent may withhold from any interest payment to such Person an amount equivalent to the applicable withholding tax imposed by Sections 1441 and 1442 of the Code, without reduction. If any Governmental Authority asserts that the Administrative Agent did not properly withhold any tax or other amount from payments made in respect of such Person, such Person shall indemnify the Administrative Agent thereforetherefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Administrative Agent under this Section, and costs and expenses (including Attorney Costs) of the Administrative Agent. The obligation obligations of the Banks under this Section shall survive the payment of all Obligations and the resignation or replacement of the Administrative Agent.