Common use of Foreign Lenders, Participants, and Assignees Clause in Contracts

Foreign Lenders, Participants, and Assignees. Each Lender, Participant (by accepting a participation interest under this Agreement) and Assignee (by executing an Assignment) that is not organized under the Legal Requirements of the United States of America or one of its states (a) represents to the Administrative Agent and the Borrower that (i) no Taxes are required to be withheld by the Administrative Agent or the Borrower with respect to any payments to be made to it in respect of the Obligations and (ii) it has furnished to the Administrative Agent and the Borrower two duly completed copies of either U.S. Internal Revenue Service Form W-8BEN or W-8ECI or any other form acceptable to the Administrative Agent and the Borrower that entitles it to a complete exemption from U.S. federal withholding Tax on all interest or fee payments under the Credit Documents, and (b) covenants to (i) provide the Administrative Agent and the Borrower a new Form W-8BEN or W-8ECI or other form acceptable to the Administrative Agent and the Borrower upon the expiration or obsolescence according to Legal Requirement of any previously delivered form, duly executed and completed by it, entitling it to a complete exemption from U.S. federal withholding Tax on all interest and fee payments under the Credit Documents, and (ii) comply from time to time with all Legal Requirements with regard to the withholding Tax exemption. If any of the foregoing is not true at any time or the applicable forms are not provided, then the Borrower and the Administrative Agent (without duplication) may deduct and withhold from interest and fee payments under the Credit Documents any Tax at the maximum rate under the IRC or other applicable Legal Requirement, and amounts so deducted and withheld shall be treated as paid to that Lender, Participant or Assignee, as the case may be, for all purposes under the Credit Documents.

Foreign Lenders, Participants, and Assignees. Each Lender, Participant (by accepting a participation interest under this Agreement) agreement), and Assignee (by executing an Assignment) that is not organized under the Legal Requirements Laws of the United States of America or one of its states (a) represents to the Administrative Agent and the Borrower that (i) no Taxes are required to be withheld by the Administrative Agent or the Borrower with respect to any payments to be made to it in respect of the Obligations Obligation and (ii) it has furnished to the Administrative Agent and the Borrower two duly completed copies of either U.S. Internal Revenue Service Form W-8BEN or W-8ECI W-8ECI, or any other form acceptable to the Administrative Agent and the Borrower that entitles it to a complete exemption from U.S. federal withholding Tax on all interest or fee payments under the Credit Documents, Loan Documents and (b) covenants to (i) provide the Administrative Agent and the Borrower a new Form W-8BEN or W-8ECI W-8ECI, or other form acceptable to the Administrative Agent and the Borrower upon the expiration or obsolescence according to Legal Requirement Law of any previously delivered form, duly executed and completed by it, entitling it to a complete exemption from U.S. federal withholding Tax on all interest and fee payments under the Credit Documents, Loan Documents and (ii) comply from time to time with all Legal Requirements Laws with regard to the withholding Tax exemption. If any of the foregoing is not true at any time or the applicable forms are not provided, then the Borrower and the Administrative Agent (without duplication) may deduct and withhold from interest and fee payments under the Credit Loan Documents any Tax at the maximum rate under the IRC Code or other applicable Legal RequirementLaw, and amounts so deducted and withheld shall be treated as paid to that Lender, Participant or Assignee, as the case may be, Lender for all purposes under the Credit Loan Documents.

Foreign Lenders, Participants, and Assignees. Each Lender, Participant (by accepting a participation interest under this Agreement) agreement), and Assignee (by executing an Assignment) that is not organized under the Legal Requirements of the United States of America or one of its states (a) represents to the Administrative Agent and the Borrower that (i) no Taxes are required to be withheld by the Administrative Agent or the Borrower with respect to any payments to be made to it in respect of the Obligations Obligation and (ii) it has furnished to the Administrative Agent and the Borrower two duly completed copies of either U.S. Internal Revenue Service Form W-8BEN or W-8ECI 4224, Form 1001, Form W-8, or any other form acceptable to the Administrative Agent and the Borrower that entitles it to a complete exemption from U.S. federal withholding Tax on all interest or fee payments under the Credit Documents, and (b) covenants to (i) provide the Administrative Agent and the Borrower a new Form W-8BEN or W-8ECI 4224, Form 1001, Form W-8, or other form acceptable to the Administrative Agent and the Borrower upon the expiration or obsolescence according to Legal Requirement of any previously delivered form, duly executed and completed by it, entitling it to a complete exemption from U.S. federal withholding Tax on all interest and fee payments under the Credit Documents, and (ii) comply from time to time with all Legal Requirements with regard to the withholding Tax exemption. If any of the foregoing is not true at any time or the applicable forms are not provided, then the Borrower and the Administrative Agent (without duplication) may deduct and withhold from interest and fee payments under the Credit Documents any Tax at the maximum rate under the IRC or other applicable Legal Requirement, and amounts so deducted and withheld shall be treated as paid to that Lender, Participant Participant, or Assigneeassignee, as the case may be, for all purposes under the Credit Documents.

Foreign Lenders, Participants, and Assignees. Each Lender, Participant participant (by accepting a participation interest under this Agreement) and Assignee assignee (by executing an AssignmentAssignment Agreement) that is not organized under the Legal Requirements laws of the United States of America or one of its states (a1) represents to the Administrative Agent and the Borrower that (iA) no Taxes taxes are required to be withheld by the Administrative Agent or the Borrower with respect to any payments to be made to it in respect of the Obligations hereunder and (iiB) it has furnished to the Administrative Agent and the Borrower two duly completed copies of either U.S. Internal Revenue Service Form W-8BEN or W-8ECI or any other form acceptable to the Administrative Agent and the Borrower that entitles it to a complete exemption from U.S. federal withholding Tax tax on all interest or fee payments under the Credit Loan Documents, and (b2) covenants to (iA) provide the Administrative Agent and the Borrower a new Form W-8BEN or W-8ECI or other form acceptable to the Administrative Agent and the Borrower upon the expiration or obsolescence according to Legal Governmental Requirement of any previously delivered form, duly executed and completed by it, entitling it to a complete exemption from U.S. federal withholding Tax tax on all interest and fee payments under the Credit Loan Documents, and (iiB) comply from time to time with all Legal Governmental Requirements with regard to the withholding Tax tax exemption. If any of the foregoing is not true at any time or the applicable forms are not provided, then the Borrower and the Administrative Agent (without duplication) ), notwithstanding any other provision of this Section 4.06, may deduct and withhold from interest and fee payments under the Credit Loan Documents any Tax tax at the maximum rate under the IRC Code or other applicable Legal Governmental Requirement, and amounts so deducted and withheld shall be treated as paid to that Lender, Participant participant or Assigneeassignee, as the case may be, for all purposes under the Credit Loan Documents.

Foreign Lenders, Participants, and Assignees. Each Lender, Participant (by accepting a participation interest under this Agreement) and Assignee (by executing an Assignment) that is not organized under the Legal Requirements of the United States of America or one of its states (a) represents to the Administrative Agent and the Borrower that (i) no Taxes are required to be withheld by the Administrative Agent or the Borrower with respect to any payments to be made to it in respect of the Obligations and (ii) it has furnished to the Administrative Agent and the Borrower two duly completed copies of either U.S. Internal Revenue Service Form W-8BEN or W-8ECI or any other form acceptable to the Administrative Agent and the Borrower that entitles it to a complete exemption from U.S. federal withholding Tax on all interest or fee payments under the Credit Documents, and (b) covenants to (i) provide the Administrative Agent and the Borrower a new Form W-8BEN or W-8ECI or other form acceptable to the Administrative Agent and the Borrower upon the expiration or obsolescence according to Legal Requirement of any previously delivered form, duly executed and completed by it, entitling it to a complete exemption from U.S. federal withholding Tax on all interest and fee payments under the Credit Documents, and (ii) comply from time to time with all Legal Requirements with regard to the withholding Tax exemption. If any of the foregoing is 43 37 not true at any time or the applicable forms are not provided, then the Borrower and the Administrative Agent (without duplication) may deduct and withhold from interest and fee payments under the Credit Documents any Tax at the maximum rate under the IRC or other applicable Legal Requirement, and amounts so deducted and withheld shall be treated as paid to that Lender, Participant or Assignee, as the case may be, for all purposes under the Credit Documents.

Foreign Lenders, Participants, and Assignees. Each Lender, Participant (by accepting a participation interest under this Agreement) and Assignee (by executing an Assignment) that is not organized under the Legal Requirements of the United States of America or one of its states (a) represents to the Administrative Agent and the Borrower that (i) no Taxes are required to be withheld by the Administrative Agent or the Borrower with respect to any payments to be made to it in respect of the Obligations and (ii) it has furnished to the Administrative Agent and the Borrower two duly completed copies of either U.S. Internal Revenue Service Form W-8BEN or W-8ECI or any other form acceptable to the Administrative Agent and the Borrower that entitles it to a complete exemption from U.S. federal withholding Tax on all interest or fee payments under the Credit Documents, Documents and (b) covenants to (i) provide the Administrative Agent and the Borrower a new Form W-8BEN or W-8ECI or other form acceptable to the Administrative Agent and the Borrower upon the expiration or obsolescence according to Legal Requirement of any previously delivered form, duly executed and completed by it, entitling it to a complete exemption from U.S. federal withholding Tax on all interest and fee payments under the Credit Documents, and (ii) comply from time to time with all Legal Requirements with regard to the withholding Tax exemption. If any of the foregoing is not true at any time or the applicable forms are not provided, then the Borrower and the Administrative Agent (without duplication) may deduct and withhold from interest and fee payments under the Credit Documents any Tax at the maximum rate under the IRC or other applicable Legal Requirement, and amounts so deducted and withheld shall be treated as paid to that Lender, Participant or Assignee, as the case may be, for all purposes under the Credit Documents.

Foreign Lenders, Participants, and Assignees. Each Lender, Participant (by accepting a participation interest under this Agreement) agreement), and Assignee (by executing an Assignment) that is not organized under the Legal Requirements Laws of the United States of America or one of its states (a) represents to the Administrative Agent and the Borrower that (i) no Taxes are required to be withheld by the Administrative Agent or the Borrower with respect to any payments to be made to it in respect of the Obligations Obligation and (ii) it has furnished to the Administrative Agent and the Borrower two duly completed copies of either U.S. Internal Revenue Service Form W-8BEN or W-8ECI 4224, Form 1001, Form W-8, or any other form acceptable to the Administrative Agent and the Borrower that entitles it to a complete exemption from U.S. federal withholding Tax on all interest or fee payments under the Credit Loan Documents, and (b) covenants to (i) provide the Administrative Agent and the Borrower a new Form W-8BEN or W-8ECI 4224, Form 1001, Form W-8, or other form acceptable to the Administrative Agent and the Borrower upon the expiration or obsolescence according to Legal Requirement Law of any previously delivered form, duly executed and completed by it, entitling it to a complete exemption from U.S. federal withholding Tax on all interest and fee payments under the Credit Loan Documents, and (ii) comply from time to time with all Legal Requirements Laws with regard to the withholding Tax exemption. If any of the foregoing is not true at any time or the applicable forms are not provided, then the Borrower and the Administrative Agent (without duplication) may deduct and withhold from interest and fee payments under the Credit Loan Documents any Tax at the maximum rate under the IRC Code or other applicable Legal RequirementLaw, and amounts so deducted and withheld shall be treated as paid to that Lender, Participant Participant, or Assigneeassignee, as the case may be, for all purposes under the Credit Loan Documents. SECTION 4 FEES.

Foreign Lenders, Participants, and Assignees. Each Lender, Participant (by accepting a participation interest under this Agreement) agreement), and Assignee (by executing an Assignment) that is not organized under the Legal Requirements Laws of the United States of America or one of its states (a) represents to the Administrative Agent and the Borrower that (i) no Taxes are required to be withheld by the Administrative Agent or the Borrower with respect to any payments to be made to it in respect of the Obligations Obligation and (ii) it has furnished to the Administrative Agent and the Borrower two duly completed copies of either U.S. Internal Revenue Service Form W-8BEN or W-8ECI FORM 4224, FORM 1001, FORM W-8, or any other form acceptable to the Administrative Agent and the Borrower that entitles it to a complete exemption from U.S. federal withholding Tax on all interest or fee payments under the Credit Loan Documents, and (b) covenants to (i) provide the Administrative Agent and the Borrower a new Form W-8BEN or W-8ECI FORM 4224, FORM 1001, FORM W-8, or other form acceptable to the Administrative Agent and the Borrower upon the expiration or obsolescence according to Legal Requirement Law of any previously delivered form, duly executed and completed by it, entitling it to a complete exemption from U.S. federal withholding Tax on all interest and fee payments under the Credit Loan Documents, and (ii) comply from time to time with all Legal Requirements Laws with regard to the withholding Tax exemption. If any of the foregoing is not true at any time or the applicable forms are not provided, then the Borrower and the Administrative Agent (without duplication) may deduct and withhold from interest and fee payments under the Credit Loan Documents any Tax at the maximum rate under the IRC Code or other applicable Legal RequirementLaw, and amounts so deducted and withheld shall be treated as paid to that Lender, Participant Participant, or Assigneeassignee, as the case may be, for all purposes under the Credit Loan Documents.

Foreign Lenders, Participants, and Assignees. Each Lender, Participant (by accepting a participation interest under this Agreement) agreement), and Assignee (by executing an Assignment) that is not organized under the Legal Requirements Laws of the United States of America or one of its states (a) represents to the Administrative Agent and the Borrower that (i) no Taxes are required to be withheld by the Administrative Agent or the Borrower with respect to any payments to be made to it in respect of the Obligations Obligation and (ii) it has furnished to the Administrative Agent and the Borrower two duly completed copies of either U.S. Internal Revenue Service Form W-8BEN or W-8ECI 4224, Form 1001, Form W-8, or any other form acceptable to the Administrative Agent and the Borrower that entitles it to a complete exemption from U.S. federal withholding Tax on all interest or fee payments under the Credit Loan Documents, and (b) covenants to (i) provide the Administrative Agent and the Borrower a new Form W-8BEN or W-8ECI 4224, Form 1001, Form W-8, or other form acceptable to the Administrative Agent and the Borrower upon the expiration or obsolescence according to Legal Requirement Law of any previously delivered form, duly executed and completed by it, entitling it to a complete exemption from U.S. federal withholding Tax on all interest and fee payments under the Credit Loan Documents, and (ii) comply from time to time with all Legal Requirements Laws with regard to the withholding Tax exemption. If any of the foregoing is not true at any time or the applicable forms are not provided, then the Borrower and the Administrative Agent (without duplication) may deduct and withhold from interest and fee payments under the Credit Loan Documents any Tax at the maximum rate under the IRC Code or other applicable Legal RequirementLaw, and amounts so deducted and withheld shall be treated as paid to that Lender, Participant Participant, or Assigneeassignee, as the case may be, for all purposes under the Credit Loan Documents.

Foreign Lenders, Participants, and Assignees. Each Lender, Participant (by accepting a participation interest under this Agreement) agreement), and Assignee (by executing an Assignment) that is not organized under the Legal Governmental Requirements of the United States of America or one of its states (a) represents to the Administrative Agent and the Borrower that (i) no Taxes are required to be withheld by the Administrative Agent or the Borrower with respect to any payments to be made to it in respect of the Obligations Obligation and (ii) it has furnished to the Administrative Agent and the Borrower two duly completed copies of either U.S. Internal Revenue Service Form W-8BEN or W-8ECI 4224, Form 1001, Form W-8, or any other form acceptable to the Administrative Agent and the Borrower that entitles it to a complete exemption from U.S. federal withholding Tax on all interest or fee payments under the Credit Documents, and (b) covenants to (i) provide the Administrative Agent and the Borrower a new Form W-8BEN or W-8ECI 4224, 31 38 Form 1001, Form W-8, or other form acceptable to the Administrative Agent and the Borrower upon the expiration or obsolescence according to Legal Requirement applicable Governmental Requirements of any previously delivered form, duly executed and completed by it, entitling it to a complete exemption from U.S. federal withholding Tax on all interest and fee payments under the Credit Documents, and (ii) comply from time to time with all Legal applicable Governmental Requirements with regard to the withholding Tax exemption. If any of the foregoing is not true at any time or the applicable forms are not provided, then the Borrower and the Administrative Agent (without duplication) may deduct and withhold from interest and fee payments under the Credit Documents any Tax at the maximum rate under the IRC or other applicable Legal Governmental Requirement, and amounts so deducted and withheld shall be treated as paid to that Lender, Participant Participant, or Assigneeassignee, as the case may be, for all purposes under the Credit Documents.

Foreign Lenders, Participants, and Assignees. Each Lender, Participant (by accepting a participation interest under this Agreement) agreement), and Assignee (by executing an Assignment) that is not organized under the Legal Governmental Requirements of the United States of America or one of its states (a) represents to the Administrative Agent and the Borrower that (i) no Taxes are required to be withheld by the Administrative Agent or the Borrower with respect to any payments to be made to it in respect of the Obligations Obligation and (ii) it has furnished to the Administrative Agent and the Borrower two duly completed copies of either U.S. Internal Revenue Service Form W-8BEN or W-8ECI 4224, Form 1001, Form W-8, or any other form acceptable to the Administrative Agent and the Borrower that entitles it to a complete exemption from U.S. federal withholding Tax on all interest or fee payments under the Credit Documents, and (b) covenants to (i) provide the Administrative Agent and the Borrower a new Form W-8BEN or W-8ECI 4224, Form 1001, Form W-8, or other form acceptable to the Administrative Agent and the Borrower upon the expiration or obsolescence according to Legal Requirement applicable Governmental Requirements of any previously delivered form, duly executed and completed by it, entitling it to a complete exemption from U.S. federal withholding Tax on all interest and fee payments under the Credit Documents, and (ii) comply from time to time with all Legal applicable Governmental Requirements with regard to the withholding Tax exemption. If any of the foregoing is not true at any time or the applicable forms are not provided, then the Borrower and the Administrative Agent (without duplication) may deduct and withhold from interest and fee payments under the Credit Documents any Tax at the maximum rate under the IRC or other applicable Legal Governmental Requirement, and amounts so deducted and withheld shall be treated as paid to that Lender, Participant Participant, or Assigneeassignee, as the case may be, for all purposes under the Credit Documents.