Common use of Foreign Lenders Clause in Contracts

Foreign Lenders. Without limiting the generality of the foregoing, in the event that any Credit Party is resident for tax purposes in the United States of America, any Foreign Lender shall deliver to the Borrowers and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Borrowers or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable: (i) duly completed copies of Internal Revenue Service Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States of America is a party, (ii) duly completed copies of Internal Revenue Service Form W-8ECI, (iii) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Code, (i) a certificate to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of any Borrower within the meaning of section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Code and (ii) duly completed copies of Internal Revenue Service Form W-8BEN, or (iv) any other form prescribed by Requirements of Law as a basis for claiming exemption from or a reduction in United States Federal withholding tax duly completed together with such supplementary documentation as may be prescribed by Requirements of Law to permit the Credit Parties to determine the withholding or deduction required to be made.

Foreign Lenders. Without limiting Each Lender organized under the generality Laws of a jurisdiction outside the foregoingUnited States, on or prior to the date of this Agreement in the event that any Credit Party is resident for tax purposes in case of each Lender listed on the United States of America, any Foreign Lender shall deliver to the Borrowers signature pages hereof and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender it becomes a Lender under this Agreement (in the case of each other Lender, and from time to time thereafter upon if requested in writing by the request of the Borrowers Borrower or the Administrative Agent, Agent (but only if so long as such Foreign Lender is legally entitled remains lawfully able to do so), whichever of shall provide the following is applicable: Borrower and the Administrative Agent with (i) duly completed copies if such Lender is a “bank” within the meaning of Internal Revenue Service Section 881(c)(3)(A) of the Code, IRS Form W-8BEN claiming eligibility for W-8ECI or W-8BEN, as appropriate, or any successor form prescribed by the IRS, certifying that such Lender is entitled to benefits of under an income tax treaty to which the United States of America is a party, party which reduces the rate of withholding tax on payments of interest or certifying that the income receivable pursuant to the Loan Documents is effectively connected with the conduct of a trade or business in the United States, or (ii) duly completed copies of Internal Revenue Service Form W-8ECI, (iii) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Code, (i) a certificate to the effect that if such Foreign Lender is not (A) a “bank” within the meaning of section Section 881(c)(3)(A) of the Code and intends to claim an exemption from United States withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest,” IRS Form W-8, or any successor form prescribed by the IRS, and a certificate representing that such Lender is not a bank for purposes of Section 881(c) of the Code, is not a ten-percent shareholder (B) a “10 percent shareholder” of any Borrower within the meaning of section 881(c)(3)(BSection 871(h)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Code Borrower, and is not a controlled foreign corporation related to the Borrower (iiwithin the meaning of Section 864(d)(4) of the Code). Thereafter and from time to time, each such Person shall (a) to the extent it remains lawfully able to do so, upon the request of the Borrower, promptly submit to the Administrative Agent such additional duly completed and signed copies of Internal Revenue Service Form W-8BENone of such forms set forth in the prior sentence (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 (iv) or such evidence as is satisfactory to the Borrower and the Administrative Agent of any other form prescribed by Requirements of Law as a basis for claiming available exemption from or a reduction in of, United States Federal withholding taxes in respect of all payments to be made to such Person by the Borrower pursuant to this Agreement and (b) promptly notify the Administrative Agent of any change in circumstances that the Lender is aware of which would modify or render invalid any claimed exemption or reduction. If such Person fails to deliver the above forms or other documentation, then the Administrative Agent may withhold from any interest payment to such Person an amount equivalent to the applicable withholding tax duly completed together with such supplementary documentation as may be prescribed imposed by Requirements Sections 1441 and 1442 of Law to permit the Credit Parties to determine the withholding or deduction required to be madeCode, without reduction.

Foreign Lenders. Without limiting Each Lender organized under the generality Laws of a jurisdiction outside the foregoingUnited States, on or prior to the date of this Agreement in the event that any Credit Party is resident for tax purposes in case of each Lender listed on the United States of America, any Foreign Lender shall deliver to the Borrowers signature pages hereof and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender it becomes a Lender under this Agreement (in the case of each other Lender, and from time to time thereafter upon the request of the Borrowers if requested in writing by Borrower or the Administrative Agent, Agent (but only if so long as such Foreign Lender is legally entitled remains lawfully able to do so), whichever of the following is applicable: shall provide Borrower and Administrative Agent with (i) duly completed copies if such Lender is a “bank” within the meaning of Internal Revenue Service Section 881(c)(3)(A) of the Code, IRS Form W-8BEN claiming eligibility for W-8ECI or W-8BEN, as appropriate, or any successor form prescribed by the IRS, certifying that such Lender is entitled to benefits of under an income tax treaty to which the United States of America is a party, party which reduces the rate of withholding tax on payments of interest or certifying that the income receivable pursuant to the Loan Documents is effectively connected with the conduct of a trade or business in the United States, or (ii) duly completed copies of Internal Revenue Service Form W-8ECI, (iii) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Code, (i) a certificate to the effect that if such Foreign Lender is not (A) a “bank” within the meaning of section Section 881(c)(3)(A) of the Code and intends to claim an exemption from United States withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest,” IRS Form W-8, or any successor form prescribed by the IRS, and a certificate representing that such Lender is not a bank for purposes of Section 881(c) of the Code, is not a ten-percent shareholder (B) a “10 percent shareholder” of any Borrower within the meaning of section 881(c)(3)(BSection 871(h)(3)(B) of the Code) of Borrower, or (C) and is not a “controlled foreign corporation” described in section 881(c)(3)(Ccorporation related to Borrower (within the meaning of Section 864(d)(4) of the Code Code). Thereafter and from time to time, each such Person shall (iia) promptly submit to Administrative Agent such additional duly completed and signed copies of Internal Revenue Service Form W-8BENone 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 (iv) or such evidence as is satisfactory to Borrower and Administrative Agent of any other form prescribed by Requirements of Law as a basis for claiming available exemption from or a reduction in of, United States Federal withholding tax duly completed together with taxes in respect of all payments to be made to such supplementary documentation Person by Borrower pursuant to this Agreement, (b) promptly notify 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 Lender, and as may be prescribed reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws that a Co-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, then Administrative Agent may withhold from any interest payment to such Person an amount equivalent to the applicable withholding tax imposed by Requirements Sections 1441 and 1442 of Law the Code, without reduction. If any Governmental Authority asserts that Administrative Agent did not properly withhold any tax or other amount from payments made in respect of such Person, such Person shall indemnify Administrative Agent therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to permit the Credit Parties to determine Agent under this Section, and costs and expenses (including Attorney Costs) of Administrative Agent. The obligation of Lenders under this Section shall survive the withholding or deduction required to be madepayment of all Obligations and the resignation of Administrative Agent.

Foreign Lenders. Without limiting Each Lender organized under the generality Laws of a jurisdiction outside the foregoingUnited States, on or prior to the Closing Date in the event that any Credit Party is resident for tax purposes in case of each Lender listed on the United States of America, any Foreign Lender shall deliver to the Borrowers signature pages hereof and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender it becomes a Lender under this Agreement (in the case of each other Lender, and from time to time thereafter upon the request of the Borrowers if requested in writing by Borrower or the Administrative Agent, Agent (but only if so long as such Foreign Lender is legally entitled remains lawfully able to do so), whichever of the following is applicable: shall provide Borrower and Administrative Agent with (i) duly completed copies if such Lender is a "bank" within the meaning of Internal Revenue Service Section 881(c)(3)(A) of the Code, IRS Form W-8BEN claiming eligibility for W-8ECI or W-8BEN, as appropriate, or any successor form prescribed by the IRS, certifying that such Lender is entitled to benefits of under an income tax treaty to which the United States of America is a party, party which reduces the rate of withholding tax on payments of interest or certifying that the income receivable pursuant to the Loan Documents is effectively connected with the conduct of a trade or business in the United States, or (ii) duly completed copies if such Lender is not a "bank" within the meaning of Internal Revenue Service Form W-8ECI, (iiiSection 881(c)(3)(A) in the case of a Foreign Lender claiming the benefits of the Code and intends to claim an exemption from United States withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of "portfolio interest," IRS Form W-8, or any successor form prescribed by the IRS, and a certificate representing that such Lender is not a bank for portfolio interest under section purposes of Section 881(c) of the Code, (i) a certificate to the effect that such Foreign Lender is not a ten-percent shareholder (A) a “bank” within the meaning of section 881(c)(3)(ASection 871(h)(3)(B) of the Code) of Borrower, and is not a controlled foreign corporation related to Borrower (B) a “10 percent shareholder” of any Borrower within the meaning of section 881(c)(3)(BSection 864(d)(4) of the Code). Thereafter and from time to time, each such Person shall (a) promptly submit to 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 (C) a “controlled foreign corporation” described in section 881(c)(3)(C) such evidence as is satisfactory to Borrower and Administrative Agent of the Code and (ii) duly completed copies of Internal Revenue Service Form W-8BEN, or (iv) any other form prescribed by Requirements of Law as a basis for claiming available exemption from or a reduction in of, United States Federal withholding tax duly completed together with taxes in respect of all payments to be made to such supplementary documentation Person by Borrower pursuant to this Agreement, (b) promptly notify 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 Lender, and as may be prescribed reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws that 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, then Administrative Agent may withhold from any interest payment to such Person an amount equivalent to the applicable withholding tax imposed by Requirements Sections 1441 and 1442 of Law the Code, without reduction. If any Governmental Authority asserts that Administrative Agent did not properly withhold any tax or other amount from payments made in respect of such Person, such Person shall indemnify Administrative Agent therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to permit the Credit Parties to determine Agent under this Section, and costs and expenses (including Attorney Costs) of Administrative Agent. The obligation of Lenders under this Section shall survive the withholding or deduction required to be madepayment of all Obligations and the resignation of Administrative Agent.

Foreign Lenders. Without limiting the generality of the foregoing, in the event that any Credit Party the Borrower is resident for tax purposes in the United States of America, any Foreign Lender shall deliver to the Borrowers Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Borrowers Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable: (i) duly completed copies of Internal Revenue Service Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States of America is a party, (ii) duly completed copies of Internal Revenue Service Form W-8ECI, (iii) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Code, (i) a certificate to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of any the Borrower within the meaning of section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Code and (ii) duly completed copies of Internal Revenue Service Form W-8BEN, or, (iv) any other form prescribed by Requirements of Law applicable law as a basis for claiming exemption from or a reduction in United States Federal withholding tax duly completed together with such supplementary documentation as may be prescribed by Requirements of Law applicable law to permit the Credit Parties Borrower to determine the withholding or deduction required to be made, or (v) if a payment made to a Lender under any Credit Document would be subject to U.S. Federal withholding Tax imposed by FATCA if such Lender fails to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Administrative Agent (A) a certification signed by the chief financial officer, principal accounting officer, treasurer or controller and (B) other documentation reasonably requested by the Administrative Agent sufficient for the Administrative Agent to comply with its obligations under FATCA and to determine that such Lender has complied with such applicable reporting requirements.

Foreign Lenders. Without limiting the generality of the foregoing, in the event that any Credit Party Borrower is resident for tax purposes in the United States of America, any Foreign Lender shall deliver to the Borrowers Parent Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Borrowers Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable: (i) duly completed copies of Internal Revenue Service Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States of America is a party, (ii) duly completed copies of Internal Revenue Service Form W-8ECI, (iii) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Code, (i) a certificate to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of any Borrower within the meaning of section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Code and (ii) duly completed copies of Internal Revenue Service Form W-8BEN, or (iv) any other form prescribed by Requirements of Law applicable law as a basis for claiming exemption from or a reduction in United States Federal withholding tax duly completed together with such supplementary documentation as may be prescribed by Requirements of Law applicable law to permit the Credit Parties Borrower to determine the withholding or deduction required to be made.

Foreign Lenders. Without limiting the generality of the foregoing, in the event that any Credit Party the Borrower is resident for tax purposes in the United States of America, any Foreign Lender shall deliver to the Borrowers Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Borrowers Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable: : (i) duly completed copies of Internal Revenue Service Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States of America is a party, , (ii) duly completed copies of Internal Revenue Service Form W-8ECI, , (iii) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Code, (ix) a certificate to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of any the Borrower within the meaning of section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Code and (iiy) duly completed copies of Internal Revenue Service Form W-8BEN, or or (iv) any other form prescribed by Requirements of Law applicable law as a basis for claiming exemption from or a reduction in United States Federal withholding tax duly completed together with such supplementary documentation as may be prescribed by Requirements of Law applicable law to permit the Credit Parties Borrower to determine the withholding or deduction required to be made.