Common use of Foreign Lenders Clause in Contracts

Foreign Lenders. Each Foreign Lender as to which payments made under this Agreement or under the Notes are exempt from withholding tax under the IRC or other applicable tax law or are subject to withholding tax at a reduced rate under an applicable statute or tax treaty shall provide to Borrower and Administrative Agent a properly completed and executed United States Internal Revenue Service Form W-8ECI or W-8BEN or other applicable form, certificate or document prescribed by the Internal Revenue Service of the United States or other taxing authority certifying as to such Foreign Lender’s entitlement to such exemption or reduced rate of withholding with respect to payments to be made to such Foreign Lender under this Agreement and under the Notes (a “Certificate of Exemption”). Prior to becoming a Lender under this Agreement and within 15 days after a reasonable written request of Borrower or Administrative Agent from time to time thereafter, each Foreign Lender that becomes a Lender under this Agreement shall provide a Certificate of Exemption to Borrower and Administrative Agent. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver a properly completed United States Internal Revenue Service Form W-9 or other applicable form as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. If a Foreign Lender is entitled to an exemption with respect to payments to be made to such Foreign Lender under this Agreement (or to a reduced rate of withholding) and does not provide a Certificate of Exemption to Borrower and Administrative Agent within the time periods set forth in the preceding paragraph, Borrower shall withhold taxes from payments to such Foreign Lender at the applicable statutory rates and Borrower shall not be required to pay any additional amounts as a result of such withholding, provided that all such withholding from subsequent payments shall cease or be reduced, as appropriate, upon delivery by such Foreign Lender of a Certificate of Exemption to Borrower and Administrative Agent.

Foreign Lenders. Each Lender organized under the laws of a jurisdiction outside the US (a “Foreign Lender Lender”) as to which payments to be made under this Agreement or under the Notes are exempt from US withholding tax under the IRC or other applicable tax law or are subject to US withholding tax at a reduced rate under an applicable statute or tax treaty shall provide to Borrower Borrowing Agent and Administrative Agent (1) a properly completed and executed United States Internal Revenue Service Form W-8BEN or Form W-8ECI or W-8BEN or other applicable form, certificate or document prescribed by the Internal Revenue Service of the United States or other taxing authority US certifying as to such Foreign Lender’s entitlement to such exemption or reduced rate of withholding with respect to payments to be made to such Foreign Lender under this Agreement and under the Notes Agreement, (a “Certificate of Exemption”), or (2) a letter from any such Foreign Lender stating that it is not entitled to any such exemption or reduced rate of withholding (a “Letter of Non-Exemption”). Prior to becoming a Lender under this Agreement and within 15 fifteen (15) days after a reasonable written request of Borrower Borrowing Agent or Administrative Agent from time to time thereafter, each Foreign Lender that becomes a Lender under this Agreement shall provide a Certificate of Exemption or a Letter of Non-Exemption to Borrower Borrowing Agent and Administrative Agent. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver a properly completed United States Internal Revenue Service Form W-9 or other applicable form as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. If a Foreign Lender is entitled to an exemption with respect to payments to be made to such Foreign Lender under this Agreement (or to a reduced rate of withholding) and does not provide a Certificate of Exemption to Borrower Borrowing Agent and Administrative Agent within the time periods set forth in the preceding paragraph, Borrower the Borrowers shall withhold taxes from payments to such Foreign Lender at the applicable statutory rates and no Borrower shall not be required to pay any additional amounts as a result of such withholding; provided, provided however, that all such withholding from subsequent payments shall cease or be reduced, as appropriate, upon delivery by such Foreign Lender of a Certificate of Exemption to Borrower Borrowing Agent and Administrative Agent.

Foreign Lenders. Each Lender organized under the laws of a jurisdiction outside the United States (referred to in this subsection 2.10B as a "Foreign Lender Lender") as to which payments to be made under this Agreement or under the Notes are exempt from United States withholding tax under the IRC or other applicable tax law or are subject to withholding tax at a reduced rate under an applicable statute or tax treaty shall provide to Borrower and Administrative Agent (i) a properly completed and executed United States Internal Revenue Service Form W-8ECI 4224 or W-8BEN Form 1001 or other applicable form, certificate or document prescribed by the Internal Revenue Service of the United States or other taxing authority certifying as to such Foreign Lender’s 's entitlement to such exemption or reduced rate of withholding with respect to payments to be made to such Foreign Lender under this Agreement and under the Notes (referred to in this subsection 2.10B as a “"Certificate of Exemption”") or (ii) a letter from any such Foreign Lender stating that it is not entitled to any such exemption (referred to in this subsection 2.10B as "Letter of Non-Exemption"). Prior to becoming a Lender under this Agreement and within 15 days after a reasonable written request of Borrower or Administrative Agent from time to time thereafter, each Foreign Lender that becomes a Lender under this Agreement shall provide a Certificate of Exemption or a Letter of Non-Exemption to Borrower and Administrative Agent. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver a properly completed United States Internal Revenue Service Form W-9 or other applicable form as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. If a Foreign Lender is entitled to an exemption with respect to payments to be made to such Foreign Lender Bank under this Agreement (or to a reduced rate of withholding) and does not provide a Certificate of Exemption to Borrower and Administrative Agent within the time periods set forth in the preceding paragraph, Borrower shall withhold taxes from payments to such Foreign Lender at the applicable statutory rates and Borrower shall not be required to pay any additional amounts as a result of such withholdingwithholding as provided in subsection 2.10A; provided, provided however, that all such withholding from subsequent payments and associated limitations in payment under subsection 2.10A shall cease or be reduced, as appropriate, upon delivery by such Foreign Lender of a Certificate of Exemption to Borrower and Administrative Agent.

Foreign Lenders. Each Foreign Lender as to which payments made under this Agreement or under the Notes are exempt from withholding tax under the IRC or other applicable tax law or are subject to withholding tax at a reduced rate under an applicable statute or tax treaty shall provide to Borrower and Administrative Agent a properly completed and executed United States Internal Revenue Service Form W-8ECI or W-8BEN or other applicable form, certificate or document prescribed by the Internal Revenue Service of the United States or other taxing authority certifying as to such Foreign Lender’s entitlement to such exemption or reduced rate of withholding with respect to payments to be made to such Foreign Lender under this Agreement and under the Notes (a “Certificate of Exemption”). Prior to becoming a Lender under this Agreement and within 15 days after a reasonable written request of Borrower or Administrative Agent from time to time thereafter, each Foreign Lender that becomes a Lender under this Agreement shall provide a Certificate of Exemption to Borrower and Administrative Agent. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver a properly completed United States Internal Revenue Service Form W-9 or other applicable form as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Second Amended and Restated Credit Agreement/SureWest Communications If a Foreign Lender is entitled to an exemption with respect to payments to be made to such Foreign Lender under this Agreement (or to a reduced rate of withholding) and does not provide a Certificate of Exemption to Borrower and Administrative Agent within the time periods set forth in the preceding paragraph, Borrower shall withhold taxes from payments to such Foreign Lender at the applicable statutory rates and Borrower shall not be required to pay any additional amounts as a result of such withholding, provided that all such withholding from subsequent payments shall cease or be reduced, as appropriate, upon delivery by such Foreign Lender of a Certificate of Exemption to Borrower and Administrative Agent.

Foreign Lenders. Each Lender organized under the laws of a jurisdiction outside the United States (a "Foreign Lender Lender") as to which payments to be made under this Agreement or under the Notes are exempt from United States withholding tax under the IRC or other applicable tax law or are subject to United States withholding tax at a reduced rate under an applicable statute or tax treaty shall provide to Borrower Borrowers and Administrative Agent (1) a properly completed and executed United States Internal Revenue Service Form W-8BEN or Form W-8ECI or W-8BEN or other applicable form, certificate or document prescribed by the Internal Revenue Service of the United States or other taxing authority of America certifying as to such Foreign Lender’s 's entitlement to such exemption or reduced rate of withholding with respect to payments to be made to such Foreign Lender under this Agreement and under the Notes Agreement, (a “"Certificate of Exemption”"), or (2) a letter from any such Foreign Lender stating that it is not entitled to any such exemption or reduced rate of withholding (a "Letter of Non-Exemption"). Prior to becoming a Lender under this Agreement and within 15 fifteen (15) days after a reasonable written request of Borrower Borrowers or Administrative Agent from time to time thereafter, each Foreign Lender that becomes a Lender under this Agreement shall provide a Certificate of Exemption or a Letter of Non-Exemption to Borrower Borrowers and Administrative Agent. In addition, any Lender, if requested If the form provided by a Lender at the Borrower or the Administrative Agent, shall deliver time such Lender first becomes a properly completed party to this Agreement indicates a United States Internal Revenue Service Form W-9 or other applicable form interest withholding tax rate in excess of zero, withholding tax at such rate shall be considered excluded from "Tax Liabilities" as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirementsdefined in subsection 2.9(A). If a Foreign Lender is entitled to an exemption with respect to payments to be made to such Foreign Lender under this Agreement (or to a reduced rate of withholding) and does not provide a Certificate of Exemption to Borrower Borrowers and Administrative Agent within the time periods set forth in the preceding paragraph, Borrower Borrowers shall withhold taxes from payments to such Foreign Lender at the applicable statutory rates rates, and Borrower Borrowers shall not be required to pay any additional amounts as a result of such withholding; provided, provided however, that all such withholding from subsequent payments shall cease or be reduced, as appropriate, upon delivery by such Foreign Lender of or a Certificate of Exemption to Borrower Borrowers and Administrative Agent.

Foreign Lenders. Each Lender organized under the laws of a jurisdiction outside the United States (a “Foreign Lender Lender”) as to which payments to be made under this Agreement or under the Notes are exempt from United States withholding tax under the IRC or other applicable tax law or are subject to United States withholding tax at a reduced rate under an applicable statute or tax treaty shall provide to Borrower and Administrative Agent (1) a properly completed and executed United States Internal Revenue Service Form W-8BEN or Form W-8ECI or W-8BEN or other applicable form, certificate or document prescribed by the Internal Revenue Service of the United States or other taxing authority of America certifying as to such Foreign Lender’s entitlement to such exemption or reduced rate of withholding with respect to payments to be made to such Foreign Lender under this Agreement and under the Notes Agreement, (a “Certificate of Exemption”), or (2) a letter from any such Foreign Lender stating that it is not entitled to any such exemption or reduced rate of withholding (a “Letter of Non-Exemption”). Prior to becoming a Lender under this Agreement and within 15 fifteen (15) days after a reasonable written request of Borrower or Administrative Agent from time to time thereafter, each Foreign Lender that becomes a Lender under this Agreement shall provide a Certificate of Exemption or a Letter of Non-Exemption to Borrower and Administrative Agent. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver a properly completed United States Internal Revenue Service Form W-9 or other applicable form as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. If a Foreign Lender is entitled to an exemption with respect to payments to be made to such Foreign Lender under this Agreement (or to a reduced rate of withholding) and does not provide a Certificate of Exemption to Borrower and Administrative Agent within the time periods set forth in the preceding paragraph, Borrower shall withhold taxes from payments to such Foreign Lender at the applicable statutory rates and Borrower shall not be required to pay any additional amounts as a result of such withholding; provided, provided however, that all such withholding from subsequent payments shall cease or be reduced, as appropriate, upon delivery by such Foreign Lender of a Certificate of Exemption to Borrower and Administrative Agent. Without limiting the foregoing, if any payment made hereunder or under any other Loan Document would be subject to United States withholding tax imposed pursuant to FATCA if the recipient of such payment fails to comply with applicable reporting and other requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such recipient shall use commercially reasonable efforts to deliver to Borrower and Agent, at the time or times prescribed by applicable law or as reasonably requested by Borrower or Agent, (1) two accurate, complete and signed certifications prescribed by applicable law and/or reasonably satisfactory to Borrower and Agent that establish that such payment is exempt from United States withholding tax imposed pursuant to FATCA and (2) any other documentation reasonably requested by Borrower or Agent sufficient for Borrower and Agent to comply with their obligations under FATCA and to determine that such recipient has complied with such applicable reporting and other requirements of FATCA.

Foreign Lenders. Each Foreign Lender organized under the laws of a jurisdiction outside the United States (a "FOREIGN LENDER") as to which payments to be made under this Agreement or under the Notes are exempt from United States withholding tax under the IRC or other applicable tax law or are subject to United States withholding tax at a reduced rate under an applicable statute or tax treaty shall provide to Borrower and Administrative Agent (1) a properly completed and executed United States Internal Revenue Service Form W-8ECI W8-ECI or W-8BEN W8-BEN or other applicable form, certificate or document prescribed by the Internal Revenue Service of the United States or other taxing authority certifying as to such Foreign Lender’s 's entitlement to such exemption or reduced rate of withholding with respect to payments to be made to such Foreign Lender under this Agreement and under the Notes and any other documents or information required in connection therewith (a “Certificate "CERTIFICATE OF EXEMPTION") or (2) a letter from any such Foreign Lender stating that it is not entitled to any such exemption or reduced rate of Exemption”withholding (a "LETTER OF NON-EXEMPTION"). Prior to becoming a Lender under this Agreement and within 15 fifteen (15) days after a reasonable written request of Borrower or Administrative Agent from time to time thereafter, each Foreign Lender that becomes a Lender under this Agreement shall provide a Certificate of Exemption or a Letter of Non-Exemption to Borrower and Administrative Agent. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver a properly completed United States Internal Revenue Service Form W-9 or other applicable form as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. If a Foreign Lender is entitled to an exemption with respect to payments to be made to such Foreign Lender under this Agreement (or to a reduced rate of withholding) and does not provide a Certificate of Exemption to Borrower and Administrative Agent within the time periods set forth in the preceding paragraph, Borrower shall withhold taxes from payments to such Foreign Lender at the applicable statutory rates and Borrower shall not be required to pay any additional amounts as a result of such withholding, provided that all such withholding from subsequent payments shall cease or be reduced, as appropriate, upon delivery by such Foreign Lender of a Certificate of Exemption to Borrower and Administrative Agent.

Foreign Lenders. Each Lender organized under the laws of a jurisdiction outside the US (a "Foreign Lender Lender") as to which payments to be made under this Agreement or under the Notes are exempt from US withholding tax under the IRC or other applicable tax law or are subject to US withholding tax at a reduced rate under an applicable statute or tax treaty shall provide to Borrower Borrowing Agent and Administrative Agent (1) a properly completed and executed United States Internal Revenue Service Form W-8BEN or Form W-8ECI or W-8BEN or other applicable form, certificate or document prescribed by the Internal Revenue Service of the United States or other taxing authority US certifying as to such Foreign Lender’s 's entitlement to such exemption or reduced rate of withholding with respect to payments to be made to such Foreign Lender under this Agreement and under the Notes Agreement, (a “"Certificate of Exemption”"), or (2) a letter from any such Foreign Lender stating that it is not entitled to any such exemption or reduced rate of withholding (a "Letter of Non-Exemption"). Prior to becoming a Lender under this Agreement and within 15 fifteen (15) days after a reasonable written request of Borrower Borrowing Agent or Administrative Agent from time to time thereafter, each Foreign Lender that becomes a Lender under this Agreement shall provide a Certificate of Exemption or a Letter of Non-Exemption to Borrower Borrowing Agent and Administrative Agent. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver a properly completed United States Internal Revenue Service Form W-9 or other applicable form as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. If a Foreign Lender is entitled to an exemption with respect to payments to be made to such Foreign Lender under this Agreement (or to a reduced rate of withholding) and does not provide a Certificate of Exemption to Borrower Borrowing Agent and Administrative Agent within the time periods set forth in the preceding paragraph, Borrower the Borrowers shall withhold taxes from payments to such Foreign Lender at the applicable statutory rates and no Borrower shall not be required to pay any additional amounts as a result of such withholding; provided, provided however, that all such withholding from subsequent payments shall cease or be reduced, as appropriate, upon delivery by such Foreign Lender of a Certificate of Exemption to Borrower Borrowing Agent and Administrative Agent.

Foreign Lenders. Each Lender organized under the laws of a jurisdiction outside the United States (a "Foreign Lender Lender") as to which payments to be made under this Agreement or under the Notes are exempt from United States withholding tax under the IRC or other applicable tax law or are subject to United States withholding tax at a reduced rate under an applicable statute or tax treaty shall provide to Borrower Representative and Administrative Agent (i) a properly completed and executed United States Internal Revenue Service Form W-8ECI 4224 or W-8BEN Form 1001 or other applicable form, certificate or document prescribed by the Internal Revenue Service of the United States or other taxing authority certifying as to such Foreign Lender’s 's entitlement to such exemption or reduced rate of withholding with respect to payments to be made to such Foreign Lender under this Agreement and under the Notes (a “"Certificate of Exemption”"), or (ii) a letter from any such Foreign Lender stating that it is not entitled to any such exemption or reduced rate of withholding (a "Letter of Non-Exemption"). Prior to becoming a Lender under this Agreement and within 15 fifteen (15) days after a reasonable written request of Borrower Representative or Administrative Agent from time to time thereafter, each Foreign Lender that becomes a Lender under this Agreement shall provide a Certificate of Exemption or a Letter of Non-Exemption to Borrower Representative and Administrative Agent. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver a properly completed United States Internal Revenue Service Form W-9 or other applicable form as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. If a Foreign Lender is entitled to an exemption with respect to payments to be made to such Foreign Lender under this Agreement (or to a reduced rate of withholding) and does not provide a Certificate of Exemption to Borrower Representative and Administrative Agent within the time periods set forth in the preceding paragraph, Borrower Borrowers shall withhold taxes from payments to such Foreign Lender at the applicable statutory rates and Borrower Borrowers shall not be required to pay any additional amounts as a result of such withholding; provided, provided however, that all such withholding from subsequent payments shall cease or be reduced, as appropriate, upon delivery by such Foreign Lender of a Certificate of Exemption to Borrower Representative and Administrative Agent.

Foreign Lenders. Each Lender organized under the laws of a jurisdiction outside the United States (a "Foreign Lender Lender") as to which payments to be made under this Agreement or under the Notes are exempt from United States withholding tax under the IRC or other applicable tax law or are subject to United States withholding tax at a reduced rate under an applicable statute or tax treaty shall provide to Borrower Representative and Administrative Agent (i) a properly completed and executed United States Internal Revenue Service Form W-8ECI W8-BEN, W8-ECI or W-8BEN W-8 or other applicable form, certificate or document prescribed by the Internal Revenue Service of the United States or other taxing authority certifying as to such Foreign Lender’s 's entitlement to such exemption or reduced rate of withholding with respect to payments to be made to such Foreign Lender under this Agreement and under the Notes (a “"Certificate of Exemption”"), or (ii) a letter from any such Foreign Lender stating that it is not entitled to any such exemption or reduced rate of withholding (a "Letter of Non-Exemption"). Prior to becoming a Lender under this Agreement and within 15 fifteen (15) days after a reasonable written request of Borrower Representative or Administrative Agent from time to time thereafter, each Foreign Lender that becomes a Lender under this Agreement shall provide a Certificate of Exemption or a Letter of Non- Exemption to Borrower Representative and Administrative Agent. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver a properly completed United States Internal Revenue Service Form W-9 or other applicable form as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. If a Foreign Lender is entitled to an exemption with respect to payments to be made to such Foreign Lender under this Agreement (or to a reduced rate of withholding) and does not provide a Certificate of Exemption to Borrower Representative and Administrative Agent within the time periods set forth in the preceding paragraph, Borrower Borrowers shall withhold taxes from payments to such Foreign Lender at the applicable statutory rates and Borrower Borrowers shall not be required to pay any additional amounts as a result of such withholding; provided, provided however, that all such withholding from subsequent payments shall cease or be reduced, as appropriate, upon delivery by such Foreign Lender of a Certificate of Exemption to Borrower Representative and Administrative Agent.

Foreign Lenders. Each Lender organized under the laws of a jurisdiction outside the United States (a "Foreign Lender Lender") as to which payments to be made under this Agreement or under the Notes are exempt from United States withholding tax under the IRC or other applicable tax law or are subject to United States withholding tax at a reduced rate under an applicable statute or tax treaty shall provide to Borrower and Administrative Agent (1) a properly completed and executed United States Internal Revenue Service Form W-8BEN or Form W-8ECI or W-8BEN or other applicable form, certificate or document prescribed by the Internal Revenue Service of the United States or other taxing authority certifying as to such Foreign Lender’s 's entitlement to such exemption or reduced rate of withholding with respect to payments to be made to such Foreign Lender under this Agreement and under the Notes (a “"Certificate of Exemption”") or (2) a letter from any such Foreign Lender stating that it is not entitled to any such exemption or reduced rate of withholding (a "Letter of Non-Exemption"). Prior to becoming a Lender under this Agreement and within 15 days after a reasonable written request of Borrower or Administrative Agent from time to time thereafter, each Foreign Lender that becomes a Lender under this Agreement shall provide a Certificate of Exemption or a Letter of Non-Exemption to Borrower and Administrative Agent. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver a properly completed United States Internal Revenue Service Form W-9 or other applicable form as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. If a Foreign Lender is entitled to an exemption with respect to payments to be made to such Foreign Lender under this Agreement (or to a reduced rate of withholding) and does not provide a Certificate of Exemption to Borrower and Administrative Agent within the time periods set forth in the preceding paragraph, Borrower shall withhold taxes from payments to such Foreign Lender at the applicable statutory rates and Borrower shall not be required to pay any additional amounts Additional Amounts as a result of such withholding, provided that all such withholding from subsequent payments shall cease or be reduced, as appropriate, upon delivery by such Foreign Lender of a Certificate of Exemption to Borrower and Administrative Agent.

Foreign Lenders. Each Lender organized under the laws of a jurisdiction outside the United States (a "Foreign Lender Lender") as to which payments to be made under this Agreement or under the Notes are exempt from United States withholding tax under the IRC or other applicable tax law or are subject to United States withholding tax at a reduced rate under an applicable statute or tax treaty shall provide to Borrower Representative and Administrative Agent (i) a properly completed and executed United States Internal Revenue Service Form W-8ECI 4224 or W-8BEN Form 1001 or other applicable form, certificate or document prescribed by the Internal Revenue Service of the United States or other taxing authority certifying as to such Foreign Lender’s 's entitlement to such exemption or reduced rate of withholding with respect to payments to be made to such Foreign Lender under this Agreement and under the Notes (a “"Certificate of Exemption”") or (ii) a letter from any such Foreign Lender stating that it is not entitled to any such exemption or reduced rate of withholding (a "Letter of Non-Exemption"). Prior to becoming a Lender under this Agreement and within 15 fifteen (15) days after a reasonable written request of Borrower Representative or Administrative Agent from time to time thereafter, each Foreign Lender that becomes a Lender under this Agreement shall provide a Certificate of Exemption or a Letter of Non-Exemption to Borrower Representative and Administrative Agent. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver a properly completed United States Internal Revenue Service Form W-9 or other applicable form as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. If a Foreign Lender is entitled to an exemption with respect to payments to be made to such Foreign Lender under this Agreement (or to a reduced rate of withholding) and does not provide a Certificate of Exemption to Borrower Representative and Administrative Agent within the time periods set forth in the preceding paragraph, Borrower Borrowers shall withhold taxes from payments to such Foreign Lender at the applicable statutory rates and Borrower Borrowers shall not be required to pay any additional amounts as a result of such withholding; provided, provided however, that all such withholding from subsequent payments shall cease or be reduced, as appropriate, upon delivery by such Foreign Lender of a Certificate of Exemption to Borrower Representative and Administrative Agent.

Foreign Lenders. Each Lender organized under the laws of a jurisdiction outside the United States (a “Foreign Lender Lender”) as to which payments to be made under this Agreement or under the Notes are exempt from United States withholding tax under the IRC or other applicable tax law or are subject to United States withholding tax at a reduced rate under an applicable statute or tax treaty shall provide to Borrower and Administrative Agent (1) a properly completed and executed United States Internal Revenue Service Form W-8ECI or W-8BEN W-8 BEN or other applicable form, certificate or document prescribed by the Internal Revenue Service of the United States or other taxing authority certifying as to such Foreign Lender’s entitlement to such exemption or reduced rate of withholding with respect to payments to be made to such Foreign Lender under this Agreement and under the Notes or Form W-8 ECI or other applicable form, certificate or document presented by the Internal Revenue Service of the United States certifying that payments made to such Foreign Lender are not subject to withholding because they are effectively connected with the conduct of a trade or business in the United States (each a “Certificate of Exemption”) or (2) a letter from any such Foreign Lender stating that it is not entitled to any such exemption or reduced rate of withholding (a “Letter of Non-Exemption”). Prior to becoming a Lender under this Agreement and within 15 fifteen (15) days after a reasonable written request of Borrower Borrower, or Administrative Agent from time to time thereafter, each Foreign Lender that becomes a Lender under this Agreement shall provide a Certificate of Exemption or a Letter of Non-Exemption to Borrower and Administrative Agent. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver a properly completed United States Internal Revenue Service Form W-9 or other applicable form as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. If a Foreign Lender is entitled to an exemption with respect to payments to be made to such Foreign Lender under this Agreement (or to a reduced rate of withholding) and does not provide a Certificate of Exemption to Borrower and Administrative Agent within the time periods set forth in the preceding paragraph, Borrower shall withhold taxes from payments to such Foreign Lender at the applicable statutory rates and Borrower shall not be required to pay any additional Second Amended and Restated Credit Agreement/D&E Communications, Inc. amounts as a result of such withholding, provided that all such withholding from subsequent payments shall cease or be reduced, as appropriate, upon delivery by such Foreign Lender of a Certificate of Exemption to Borrower and Administrative Agent.

Foreign Lenders. Each Lender which would be considered a foreign lender under the IRC (“Foreign Lender Lender”) as to which payments made under this Agreement or under the Notes are is exempt from for withholding tax under the IRC or other applicable tax law or are is subject to withholding tax at a reduced rate under an applicable statute or tax treaty shall provide to Borrower and Administrative Agent (i) a properly completed and executed United States Internal Revenue Service Form W-8ECI or W-8BEN or other applicable form, certificate or document prescribed by the Internal Revenue Service of the United States or other taxing authority certifying as to such Foreign Lender’s entitlement to such exemption or reduced rate of withholding with respect to payments to be made to such Foreign Lender under this Agreement and under the Notes (a “Certificate of Exemption”) or (ii) letter from any such Foreign Lender stating that it is not entitled to any such exemption or reduced rate of withholding (a “Letter of Non-Exemption”). Prior to becoming a Lender under this Agreement and within 15 days after a reasonable written request of Borrower or Administrative Agent from time to time thereafter, each Foreign Lender that becomes a Lender under this Agreement shall provide a Certificate of Exemption or a Letter of Non-Exemption to Borrower and Administrative Agent. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver a properly completed United States Internal Revenue Service Form W-9 or other applicable form as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. If a Foreign Lender is entitled to an exemption with respect to payments to be made to such Foreign Lender under this Agreement (or to a reduced rate of withholding) and does not provide a Certificate of Exemption to Borrower and Administrative Agent within the time periods set forth in the preceding paragraph, Borrower shall withhold taxes from payments to such Foreign Lender at the applicable statutory rates and Borrower shall not be required to pay any additional amounts as a result of such withholding, provided that all such withholding from subsequent payments shall cease or be reduced, as appropriate, upon delivery by such Foreign Lender of a Certificate of Exemption to Borrower and Administrative Agent.. Credit Agreement/Atlantic Tele-Network, Inc.

Foreign Lenders. Each Lender organized under the laws of a jurisdiction outside the United States (a “Foreign Lender Lender”) as to which payments to be made under this Agreement or under the Notes are exempt from United States withholding tax under the IRC or other applicable tax law or are subject to United States withholding tax at a reduced rate under an applicable statute or tax treaty shall will provide to Borrower and Administrative Agent a properly completed and executed United States Internal Revenue Service Form W-8BEN or Form W-8ECI or W-8BEN or other applicable form, certificate or document prescribed by the Internal Revenue Service of the United States or other taxing authority of America certifying as to such Foreign Lender’s entitlement to such exemption or reduced rate of withholding with respect to payments to be made to such Foreign Lender under this Agreement and under the Notes Agreement, (a “Certificate of Exemption”). Each other Foreign Lender must provide to Borrower and Agent a letter stating that it is not entitled to any such exemption or reduced rate of withholding (a “Letter of Non-Exemption”). Prior to becoming a Lender under this Agreement and within 15 fifteen (15) days after a reasonable written request of Borrower or Administrative Agent from time to time thereafter, each Foreign Lender that becomes a Lender under this Agreement shall will provide a Certificate of Exemption or a Letter of Non-Exemption to Borrower and Administrative Agent. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver a properly completed United States Internal Revenue Service Form W-9 or other applicable form as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. If a Foreign Lender is entitled to an exemption with respect to payments to be made to such Foreign Lender under this Agreement (or to a reduced rate of withholding) and does not provide a Certificate of Exemption to Borrower and Administrative Agent within the time periods set forth in the preceding paragraph, Borrower shall will withhold taxes from payments to such Foreign Lender at the applicable statutory rates and Borrower shall will not be required to pay any additional amounts as a result of such withholding; provided, provided however, that all such withholding from subsequent payments shall will cease or be reduced, as appropriate, upon delivery by such Foreign Lender of a Certificate of Exemption to Borrower and Administrative Agent.

Foreign Lenders. Each Lender organized under the laws of a jurisdiction outside the United States (a “Foreign Lender Lender”) as to which payments to be made under this Agreement or under the Notes are exempt from United States withholding tax under the IRC or other applicable tax law or are subject to United States withholding tax at a reduced rate under an applicable statute or tax treaty shall provide to Borrower and Administrative Agent (1) a properly completed and executed United States Internal Revenue Service Form W-8ECI or W-8BEN W-8 BEN or other applicable form, certificate or document prescribed by the Internal Revenue Service of the United States or other taxing authority certifying as to such Foreign Lender’s entitlement to such exemption or reduced rate of withholding with respect to payments to be made to such Foreign Lender under this Agreement and under the Notes or Form W-8 ECI or other applicable form, certificate or document presented by the Internal Revenue Service of the United States certifying that payments made to such Foreign Lender are not subject to withholding because they are effectively connected with the conduct of a trade or business in the United States (each a “Certificate of Exemption”) or (2) a letter from any such Foreign Lender stating that it is not entitled to any such exemption or reduced rate of withholding (a “Letter of Non-Exemption”). Prior to becoming a Lender under this Agreement and within 15 fifteen (15) days after a reasonable written request of Borrower Borrower, or Administrative Agent from time to time thereafter, each Foreign Lender that becomes a Lender under this Agreement shall provide a Certificate of Exemption or a Letter of Non-Exemption to Borrower and Administrative Agent. In additionThird Amended and Restated Credit Agreement/D&E Communications, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver a properly completed United States Internal Revenue Service Form W-9 or other applicable form as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Inc. If a Foreign Lender is entitled to an exemption with respect to payments to be made to such Foreign Lender under this Agreement (or to a reduced rate of withholding) and does not provide a Certificate of Exemption to Borrower and Administrative Agent within the time periods set forth in the preceding paragraph, Borrower shall withhold taxes from payments to such Foreign Lender at the applicable statutory rates and Borrower shall not be required to pay any additional amounts as a result of such withholding, provided that all such withholding from subsequent payments shall cease or be reduced, as appropriate, upon delivery by such Foreign Lender of a Certificate of Exemption to Borrower and Administrative Agent.

Foreign Lenders. Each Lender organized under the laws of a jurisdiction outside the United States (a “Foreign Lender Lender”) as to which payments to be made under this Agreement or under the Notes Revolving Note(s) are exempt from United States withholding tax under the IRC or other applicable tax law or are subject to United States withholding tax at a reduced rate under an applicable statute or tax treaty shall provide to Borrower and Administrative the Agent (i) a properly completed and executed United States Internal Revenue Service Form W-8ECI 4224 or W-8BEN Form 1001 or other applicable form, certificate or document prescribed by the Internal Revenue Service of the United States or other taxing authority certifying as to such Foreign Lender’s entitlement to such exemption or reduced rate of withholding with respect to payments to be made to such Foreign Lender under this Agreement and or under the Notes Revolving Notes, (a “Certificate of Exemption”), or (ii) a letter from any such Foreign Lender stating that it is not entitled to any such exemption or reduced rate of withholding (a “Letter of Non-Exemption”). Prior to becoming a Lender under this Agreement and within 15 fifteen (15) days after a reasonable written request of Borrower or Administrative the Agent from time to time thereafter, each Foreign Lender that becomes a Lender under this Agreement shall provide a Certificate of Exemption or a Letter of Non-Exemption to Borrower and Administrative the Agent. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver a properly completed United States Internal Revenue Service Form W-9 or other applicable form as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. If a Foreign Lender is entitled to an exemption with respect to payments to be made to such Foreign Lender under this Agreement (or to a reduced rate of withholding) and does not provide a Certificate of Exemption to Borrower and Administrative the Agent within the time periods set forth in the preceding paragraph, Borrower shall withhold taxes from payments to such Foreign Lender at the applicable statutory rates and Borrower shall not be required to pay any additional amounts as a result of such withholding; provided, provided however, that all such withholding from subsequent payments shall cease or be reduced, as appropriate, upon delivery by such Foreign Lender of a Certificate of Exemption to Borrower and Administrative the Agent.

Foreign Lenders. Each Lender organized under --------------- the laws of a jurisdiction outside the United States (a "Foreign Lender Lender") as to which payments to be made under this Agreement or under the Notes are exempt from United States withholding tax under the IRC or other applicable tax law or are subject to United States withholding tax at a reduced rate under an applicable statute or tax treaty shall provide to Borrower Representative and Administrative Agent (1) a properly completed and executed United States Internal Revenue Service Form W-8ECI 4224 or W-8BEN Form 1001 or other applicable form, certificate or document prescribed by the Internal Revenue Service of the United States or other taxing authority certifying as to such Foreign Lender’s 's entitlement to such exemption or reduced rate of withholding with respect to payments to be made to such Foreign Lender under this Agreement and under the Notes (a “"Certificate of Exemption”") or (2) a letter from any such Foreign Lender stating that it is not entitled to any such exemption or reduced rate of withholding (a "Letter of Non-Exemption"). Prior to becoming a Lender under this Agreement and within 15 fifteen (15) days after a reasonable written request of Borrower Representative or Administrative Agent from time to time thereafter, each Foreign Lender that becomes a Lender under this Agreement shall provide a Certificate of Exemption or a Letter of Non-Exemption to Borrower Representative and Administrative Agent. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver a properly completed United States Internal Revenue Service Form W-9 or other applicable form as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. If a Foreign Lender is entitled to an exemption with respect to payments to be made to such Foreign Lender under this Agreement (or to a reduced rate of withholding) and does not provide a Certificate of Exemption to Borrower Representative and Administrative Agent within the time periods set forth in the preceding paragraph, Borrower Borrowers shall withhold taxes from payments to such Foreign Lender at the applicable statutory rates and Borrower Borrowers shall not be required to pay any additional amounts as a result of such withholding, provided that all such withholding from subsequent payments shall -------- cease or be reduced, as appropriate, upon delivery by such Foreign Lender of a Certificate of Exemption to Borrower Representative and Administrative Agent.

Foreign Lenders. Each Foreign Lender as to which payments made under this Agreement that is not a citizen or resident of the United States, not a corporation, partnership or other entity created or organized in or under the Notes are exempt from withholding tax under laws of the IRC United States (or other applicable tax law or are any jurisdiction thereof), any estate that is subject to withholding tax at federal income taxation regardless of the source of its income or any trust that is not a reduced rate “United States person” under an applicable statute or tax treaty Section 7701(a)(30)(E) of the Internal Revenue Code of 1986, as amended (a “Foreign Lender”) shall provide to Borrower and Administrative Agent a two properly completed and executed United States IRS Form W-8BEN or Form W-8ECI or, in the case of a Foreign Lender claiming exemption from U.S. federal withholding tax under Section 871(h) or 881(c) of the Internal Revenue Service Code of 1986, as amended, with respect to payments of “portfolio interest” a statement substantially in the form attached as Exhibit 1.12 and a Form W-8ECI or W-8BEN W-8BEN, or other applicable form, certificate or document prescribed by the Internal Revenue Service IRS of the United States or other taxing authority certifying as to such Foreign Lender’s entitlement to such complete exemption from, or a reduced rate of of, U.S. federal withholding tax with respect to payments to be made to such Foreign Lender under this Agreement and under the Notes (a “Certificate of Exemption”). Prior to becoming a Lender under this Agreement and within 15 fifteen (15) days after a reasonable written request of Borrower or Administrative Agent from time to time thereafter, each Foreign Lender that becomes a Lender under this Agreement shall provide a Certificate of Exemption to Borrower and Administrative Agent. In addition, any Lender, if requested by the Borrower or the Administrative Agent, each Foreign Lender shall deliver a properly completed United States Internal Revenue Service Form W-9 such forms promptly upon the obsolescence, expiration, or other applicable invalidity of any form as will enable the Borrower or the Administrative Agent to determine whether or not previously delivered by such Lender is subject to backup withholding or information reporting requirementsForeign Lender. If a Foreign Lender is entitled to an exemption with respect to payments to be made to such Foreign Lender under this Agreement (or to a reduced rate of withholding) and does not provide a Certificate of Exemption to Borrower and Administrative Agent within the time periods set forth in the preceding paragraphas provided herein, Borrower shall withhold taxes from payments to such Foreign Lender at the applicable statutory rates and Borrower shall not be required to pay any additional amounts as a result of such withholding, provided provided, that all such withholding from subsequent payments shall cease or be reduced, as appropriate, upon delivery by such Foreign Lender of a Certificate of Exemption to Borrower and Administrative Agent.

Foreign Lenders. Each Lender organized under the laws of a jurisdiction outside the United States (a "Foreign Lender Lender") as to which payments to be made under this Agreement or under the Notes are exempt from United States withholding tax under the IRC or other applicable tax law or are subject to United States withholding tax at a reduced rate under an applicable statute or tax treaty shall provide to Borrower Borrowers and Administrative Agent (1) a properly completed and executed United States Internal Revenue Service Form W-8ECI 4224 or W-8BEN Form 1001 or other applicable form, certificate or document prescribed by the Internal Revenue Service of the United States or other taxing authority certifying as to such Foreign Lender’s 's entitlement to such exemption or reduced rate of withholding with respect to payments to be made to such Foreign Lender under this Agreement and under the Notes (a “"Certificate of Exemption”") or (2) a letter from any such Foreign Lender stating that it is not entitled to any such exemption or reduced rate of withholding (a "Letter of Non-Exemption"). Prior to becoming a Lender under this Agreement and within 15 fifteen (15) days after a reasonable written request of Borrower CT, on behalf of Borrowers, or Administrative Agent from time to time thereafter, each Foreign Lender that becomes a Lender under this Agreement shall provide a Certificate of Exemption or a Letter of Non-Exemption to Borrower CT, on behalf of Borrowers and Administrative Agent. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver a properly completed United States Internal Revenue Service Form W-9 or other applicable form as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. If a Foreign Lender is entitled to an exemption with respect to payments to be made to such Foreign Lender under this Agreement (or to a reduced rate of withholding) and does not provide a Certificate of Exemption to Borrower CT, on behalf of Borrowers, and Administrative Agent within the time periods set forth in the preceding paragraph, Borrower Borrowers shall withhold taxes from payments to such Foreign Lender at the applicable statutory rates and Borrower Borrowers shall not be required to pay any additional amounts as a result of such withholding, provided that all such withholding from subsequent payments shall cease or be reduced, as appropriate, upon delivery by such Foreign Lender of a Certificate of Exemption to Borrower CT, on behalf of Borrowers, and Administrative Agent.

Foreign Lenders. Each Lender organized under the laws of a --------------- jurisdiction outside the United States (a "Foreign Lender Lender") as to which payments to be made under this Agreement or under the Notes Revolving Note[s] are exempt from United States withholding tax under the IRC or other applicable tax law or are subject to United States withholding tax at a reduced rate under an applicable statute or tax treaty shall provide to Borrower and Administrative Agent (i) a properly completed and executed United States Internal Revenue Service Form W-8ECI 4224 or W-8BEN Form 1001 or other applicable form, certificate or document prescribed by the Internal Revenue Service of the United States or other taxing authority certifying as to such Foreign Lender’s 's entitlement to such exemption or reduced rate of withholding with respect to payments to be made to such Foreign Lender under this Agreement and or under the Notes Revolving Notes, (a “"Certificate of Exemption”"), or (ii) a letter from any such Foreign Lender stating that it is not entitled to any such exemption or reduced rate of withholding (a "Letter of Non-Exemption"). Prior to becoming a Lender under this Agreement and within 15 fifteen (15) days after a reasonable written request of Borrower or Administrative Agent from time to time thereafter, each Foreign Lender that becomes a Lender under this Agreement shall provide a Certificate of Exemption or a Letter of Non-Exemption to Borrower and Administrative Agent. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver a properly completed United States Internal Revenue Service Form W-9 or other applicable form as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. If a Foreign Lender is entitled to an exemption with respect to payments to be made to such Foreign Lender under this Agreement (or to a reduced rate of withholding) and does not provide a Certificate of Exemption to Borrower and Administrative Agent within the time periods set forth in the preceding paragraph, Borrower shall withhold taxes from payments to such Foreign Lender at the applicable statutory rates and Borrower shall not be required to pay any additional amounts as a result of such withholding; provided, provided however, that all such withholding from subsequent payments -------- shall cease or be reduced, as appropriate, upon delivery by such Foreign Lender of a Certificate of Exemption to Borrower and Administrative Agent.

Foreign Lenders. Each Lender which would be considered a foreign lender under the IRC (“Foreign Lender Lender”) as to which payments made under this Agreement or under the Notes are is exempt from for withholding tax under the IRC or other applicable tax law or are is subject to withholding tax at a reduced rate under an applicable statute or tax treaty shall provide to Borrower and Administrative Agent (i) a properly completed and executed United States Internal Revenue Service Form W-8ECI or W-8BEN or other applicable form, certificate or document prescribed by the Internal Revenue Service of the United States or other taxing authority certifying as to such Foreign Lender’s entitlement to such exemption or reduced rate of withholding with respect to payments to be made to such Foreign Lender under this Agreement and under the Notes (a “Certificate of Exemption”) or (ii) letter from any such Foreign Lender stating that it is not entitled to any such exemption or reduced rate of withholding (a “Letter of Non-Exemption”). Prior to becoming a Lender under this Agreement and within 15 days after a reasonable written request of Borrower or Administrative Agent from time to time thereafter, each Foreign Lender that becomes a Lender under this Agreement shall provide a Certificate of Exemption or a Letter of Non-Exemption to Borrower and Administrative Agent. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver a properly completed United States Internal Revenue Service Form W-9 or other applicable form as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. If a Foreign Lender is entitled to an exemption with respect to payments to be made to such Foreign Lender under this Agreement (or to a reduced rate of withholding) and does not provide a Certificate of Exemption to Borrower and Administrative Agent within the time periods set forth in the preceding paragraph, Borrower shall withhold taxes from payments to such Foreign Lender at the applicable statutory rates and Borrower shall not be required to pay any additional amounts as a result of such withholding, provided that all such withholding from subsequent payments shall cease or be reduced, as appropriate, upon delivery by such Foreign Lender of a Certificate of Exemption to Borrower and Administrative Agent.