Common use of Foreign Persons Clause in Contracts

Foreign Persons. Each Lender which is a foreign person ( i.e. , a person other than a United States person for United States Federal income tax purposes) shall: (a) No later than the date upon which such Lender becomes a party hereto deliver to Borrowers through Agent two (2) accurate and complete signed originals of IRS Form W-8ECI or any successor thereto (" Form W-8ECI "), or two accurate and complete signed originals of IRS Form W-8BEN or any successor thereto (" Form W-8BEN "), as appropriate, in each case indicating that such Lender is on the date of delivery thereof entitled to receive payments of principal, interest and fees under this Agreement free from withholding of United States Federal income tax or at a reduced rate; (b) If at any time such Lender makes any changes necessitating a new Form W-8ECI or Form W-8BEN, with reasonable promptness deliver to Borrowers through Agent in replacement for, or in addition to, the forms previously delivered by it hereunder, two accurate and complete signed originals of Form W-8ECI; or two accurate and complete signed originals of Form W-8BEN, as appropriate, in each case indicating that the Lender is on the date of delivery thereof entitled to receive payments of principal, interest and fees under this Agreement free from withholding of United States Federal income tax or at a reduced rate; (c) Before or promptly after the occurrence of any event (including the passing of time but excluding any event mentioned in (b) above) requiring a change in or renewal of the most recent Form W-8ECI or Form W-8BEN previously delivered by such Lender, deliver to Borrowers through Agent two accurate and complete original signed copies of Form W-8ECI or Form W-8BEN in replacement for the forms previously delivered by the Lender; and (d) Promptly upon any Borrower’s or Agent’s reasonable request to that effect, deliver to such Borrower or Agent (as the case may be) such other forms or similar documentation as may be required from time to time by any applicable law, treaty, rule or regulation in order to establish such Lender’s tax status for withholding purposes.

Foreign Persons. Each Lender which is a foreign person ( i.e. (i.e., a person other than a United States person for United States Federal income tax purposes) shall: (a) No later than the date upon which such Lender becomes a party hereto deliver to Borrowers through Agent two (2) accurate and complete signed originals of IRS Form W-8ECI or any successor thereto (" "Form W-8ECI W-8ECI"), or two accurate and complete signed originals of IRS Form W-8BEN or any successor thereto (" "Form W-8BEN W-8BEN"), as appropriate, in each case indicating that such Lender is on the date of delivery thereof entitled to receive payments of principal, interest and fees under this Agreement free from withholding of United States Federal income tax or at a reduced ratetax; (b) If at any time such Lender makes any changes necessitating a new Form W-8ECI or Form W-8BEN, with reasonable promptness deliver to Borrowers through Agent in replacement for, or in addition to, the forms previously delivered by it hereunder, two accurate and complete signed originals of Form W-8ECI; or two accurate and complete signed originals of Form W-8BEN, as appropriate, in each case indicating that the Lender is on the date of delivery thereof entitled to receive payments of principal, interest and fees under this Agreement free from withholding of United States Federal income tax or at a reduced ratetax; (c) Before or promptly after the occurrence of any event (including the passing of time but excluding any event mentioned in (b) above) requiring a change in or renewal of the most recent Form W-8ECI or Form W-8BEN previously delivered by such Lender, deliver to Borrowers through Agent two accurate and complete original signed copies of Form W-8ECI or Form W-8BEN in replacement for the forms previously delivered by the Lender; and (d) Promptly upon any Borrower’s 's or Agent’s 's reasonable request to that effect, deliver to such Borrower or Agent (as the case may be) such other forms or similar documentation as may be required from time to time by any applicable law, treaty, rule or regulation in order to establish such Lender’s 's tax status for withholding purposes.

Foreign Persons. Each Lender which is a foreign person ( i.e. (i.e., a person other than a United States person for United States Federal income tax purposes) shall: (a) No later than the date upon which such Lender becomes a party hereto deliver to Borrowers Borrower through Agent two (2) accurate and complete signed originals of IRS Form W-8ECI or any successor thereto (" "Form W-8ECI W-8ECI"), or two accurate and complete signed originals of IRS Form W-8BEN or any successor thereto (" "Form W-8BEN W-8BEN"), as appropriate, in each case indicating that such Lender is on the date of delivery thereof entitled to receive payments of principal, interest and fees under this Agreement free from withholding of United States Federal income tax or at a reduced ratetax; (b) If at any time such Lender makes any changes necessitating a new Form W-8ECI or Form W-8BEN, with reasonable promptness deliver to Borrowers Borrower through Agent in replacement for, or in addition to, the forms previously delivered by it hereunder, two accurate and complete signed originals of Form W-8ECI; or two accurate and complete signed originals of Form W-8BEN, as appropriate, in each case indicating that the Lender is on the date of delivery thereof entitled to receive payments of principal, interest and fees under this Agreement free from withholding of United States Federal income tax or at a reduced ratetax; (c) Before or promptly after the occurrence of any event (including the passing of time but excluding any event mentioned in (b) above) requiring a change in or renewal of the most recent Form W-8ECI or Form W-8BEN previously delivered by such Lender, deliver to Borrowers Borrower through Agent two accurate and complete original signed copies of Form W-8ECI or Form W-8BEN in replacement for the forms previously delivered by the Lender; and (d) Promptly upon any Borrower’s 's or Agent’s 's reasonable request to that effect, deliver to such Borrower or Agent (as the case may be) such other forms or similar documentation as may be required from time to time by any applicable law, treaty, rule or regulation in order to establish such Lender’s 's tax status for withholding purposes.

Foreign Persons. Each Lender which If any Bank is a foreign person ( i.e. , a person other than a not incorporated or organized under the laws of the United States person for United States Federal income tax purposes) shallof America or a state thereof, then such Bank shall deliver to the Obligors and the Agent the following: (a) No later than Two (2) duly completed copies of United States Internal Revenue Service Form 1001 or 4224, or successor form as the date upon which case may be, certifying in each case that such Lender becomes person is entitled to receive payments under this Credit Agreement, the Notes, and the Bond, without deduction or withholding of any United States federal income taxes. (b) A duly completed Internal Revenue Service Form W-8 or W-9 or successor form, as the case may be, to establish an exemption from United States backup withholding tax. Each such Bank that delivers to the Obligors and the Agent a party hereto Form 1001 or 4224 and Form W-8 or W-9 pursuant to this SECTION 16.9 further undertakes to deliver to Borrowers through the Obligors and the Agent two (2) accurate further copies of Forms 1001 or 4224 and complete signed originals of IRS Form W-8ECI W-8 or any successor thereto (" Form W-8ECI ")W-9, or two accurate and complete signed originals successor forms, or other manner of IRS Form W-8BEN or any successor thereto (" Form W-8BEN ")certification, as appropriatethe case may be, in each case indicating that such Lender is on or before the date of delivery thereof entitled to receive payments of principal, interest and fees under this Agreement free from withholding of United States Federal income tax that any such form expires or at a reduced rate; (b) If at any time such Lender makes any changes necessitating a new Form W-8ECI becomes obsolete or Form W-8BEN, with reasonable promptness deliver to Borrowers through Agent in replacement for, or in addition to, the forms previously delivered by it hereunder, two accurate and complete signed originals of Form W-8ECI; or two accurate and complete signed originals of Form W-8BEN, as appropriate, in each case indicating that the Lender is on the date of delivery thereof entitled to receive payments of principal, interest and fees under this Agreement free from withholding of United States Federal income tax or at a reduced rate; (c) Before or promptly after the occurrence of any event (including the passing of time but excluding any event mentioned in (b) above) requiring a change in or renewal of the most recent Form W-8ECI or Form W-8BEN form previously delivered by it to the Obligors and the Agent. Such Forms 1001 or 4224 shall certify that such LenderBank is entitled to receive payments under this Credit Agreement without deduction or withholding of any United States federal income taxes. The foregoing documents need not be delivered in the event any change in treaty, deliver law, or regulation or official interpretation thereof has occurred which renders all such forms inapplicable or which would prevent such Bank from delivering any such form with respect to Borrowers through it, or such Bank advises the Obligors that it is not capable of receiving payments without any deduction or withholding of United States federal income tax, and in the case of a Form W-8 or W-9, establishing an exemption from United States backup withholding tax. Until such time as the Obligors and the Agent two accurate and complete original signed copies of Form W-8ECI have received such forms indicating that payments hereunder are not subject to United States withholding tax or Form W-8BEN in replacement for the forms previously delivered by the Lender; and (d) Promptly upon any Borrower’s or Agent’s reasonable request to that effect, deliver are subject to such Borrower or Agent (as the case may be) such other forms or similar documentation as may be required from time to time tax at a rate reduced by any an applicable law, tax treaty, rule the Obligors shall withhold taxes from such payments at the applicable statutory rate. For any period with respect to which a Bank has failed to provide the Obligors or the Agent with the appropriate forms referred to in this SECTION 16.9 (unless such failure is due to a change in treaty, law or regulation in order occurring after the date on which such form originally was required to establish be provided), the Obligors shall not be obligated to make any payments to such Lender’s tax status for withholding purposesBank under SECTION 4.2(B).