Common use of Lender Tax Forms Clause in Contracts

Lender Tax Forms. On or prior to the Agreement Date, and prior to the date on which any Person becomes a Lender hereunder, and from time to time thereafter if required by Applicable Law due to a change in circumstances or if reasonably requested by the Borrower or the Administrative Agent (unless such Lender is unable to do so by reasons of change in Applicable Law), each Lender organized under the laws of a jurisdiction outside the United States shall provide the Administrative Agent and the Borrower with (i) an accurate and duly completed United States Internal Revenue Service Form 4224 or Form 1001, as the case may be, and Form X-0XXX, X-0XXX or Form W-9, as the case may be, or other applicable or successor form, certificate or document prescribed by the United States Internal Revenue Service certifying as to such Lender's entitlement to full exemption from United States withholding tax with respect to all payments to be made to such Lender hereunder or under any Note or other Loan Document, or, (ii) in the case of a Lender that is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form 1001 or 4224 pursuant to clause (i) above, (A) an accurate and duly completed United States Internal Revenue Service Form W-8BEN, W-8ECI, or other applicable or successor form, certificate or document prescribed by the United States Internal Revenue Service certifying to such Lender's foreign status and (B) a certificate certifying to such Lender's entitlement to a complete exemption from United States withholding tax with respect to all payments hereunder or under any Note or other Loan Document. In the event that the Borrower withholds a portion of any payment hereunder or under any Note or other Loan Document in accordance with this Section 2.13, the Borrower shall provide evidence that such taxes of any nature whatsoever in respect of this Agreement, any Loan or any Note or other Loan Document shall have been paid to the appropriate taxing authorities by delivery to the Lender on whose account such payment was made of the official tax receipts or notarized copies of such receipts within thirty (30) days after payment of such tax. If the Borrower fails to make any such payment when due, the Borrower shall indemnify the Lenders for any incremental taxes, interest or penalties that may become payable by any Lender as a result of any such failure. For any period with respect to which a Lender has failed to provide the Borrower with the appropriate form described above (other than if such failure is due to a change in Applicable Law occurring subsequent to the date on which a form originally was required to be provided), such Lender shall not be entitled to indemnification with respect to withholding taxes imposed by the United States and the Borrower shall be allowed to deduct from payments to such Lender hereunder and under any Note or other Loan Document, the amount of any such withholding taxes paid by the Borrower.

Lender Tax Forms. On or prior to the Agreement DateDate and, and to ---------------- the extent permitted by applicable U.S. Federal law, on or prior to the date on which any Person becomes a Lender hereunder, and from time to time thereafter if required by Applicable Law due to a change in circumstances or if reasonably requested by the Borrower or the Administrative Agent (unless such Lender is unable to do so by reasons first Business Day of change in Applicable Law)each calendar year thereafter, each Lender which is organized under the laws of in a jurisdiction outside other than the United States shall provide each of the Administrative Agent and the Borrower Borrowers (a), if such Lender is a "bank" under Section 881(c)(3)(A) of the Code, with a properly executed originals of Forms 4224 or 1001 (ior any successor form) an accurate and duly completed United States prescribed by the Internal Revenue Service Form 4224 or Form 1001, as other documents satisfactory to the case may beBorrowers and the Administrative Agent, and Form X-0XXX, X-0XXX properly executed Internal Revenue Service Forms W-8 or Form W-9, as the case may be, or other applicable or successor form, certificate or document prescribed by the United States Internal Revenue Service certifying (i) as to such Lender's entitlement to full status for purposes of determining exemption from United States withholding tax taxes with respect to all payments to be made to such Lender hereunder and under the Notes or under any Note or other Loan Document, or, (ii) in that all payments to be made to such Lender hereunder and under the case of Notes are subject to such taxes at a rate reduced to zero by an applicable tax treaty, or (b), if such Lender that is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code and canintends to claim exemption from U.S. Federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of "portfolio interest", a Form W-8, or any subsequent versions thereof or successors thereto (and, if such Lender delivers a Form W-8, a certificate representing that such Lender is not deliver either a bank for purposes of Section 881(c) of the Code, is not a ten-percent (10%) shareholder (within the meaning of Section 871(h)(3)(B) of the Code and is not a controlled foreign corporation related to the Borrowers (within the meaning of Section 864(d)(4) of the Code)), properly completed and duly executed by such Lender, indicating that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes as permitted by the Code. To the extent permitted by applicable U.S. Federal law, each such Lender agrees to provide the Administrative Agent and the Borrowers with new forms prescribed by the Internal Revenue Service Form 1001 upon the expiration or 4224 pursuant to clause (i) above, (A) an accurate and duly completed United States Internal Revenue Service Form W-8BEN, W-8ECIobsolescence of any previously delivered form, or other applicable or successor form, certificate or document prescribed by after the United States Internal Revenue Service certifying to such Lender's foreign status and (B) a certificate certifying to such Lender's entitlement to a complete exemption from United States withholding tax with respect to all payments hereunder or under any Note or other Loan Document. In the event that the Borrower withholds a portion occurrence of any payment hereunder or under any Note or other Loan Document in accordance with this Section 2.13, the Borrower shall provide evidence that such taxes of any nature whatsoever in respect of this Agreement, any Loan or any Note or other Loan Document shall have been paid to the appropriate taxing authorities by delivery to the Lender on whose account such payment was made of the official tax receipts or notarized copies of such receipts within thirty (30) days after payment of such tax. If the Borrower fails to make any such payment when due, the Borrower shall indemnify the Lenders for any incremental taxes, interest or penalties that may become payable by any Lender as a result of any such failure. For any period with respect to which a Lender has failed to provide the Borrower with the appropriate form described above (other than if such failure is due to event requiring a change in Applicable Law occurring subsequent the most recent forms delivered by it to the date on which a form originally was required to be provided), such Lender shall not be entitled to indemnification with respect to withholding taxes imposed by the United States Administrative Agent and the Borrower shall be allowed to deduct from payments to such Lender hereunder and under any Note or other Loan Document, the amount of any such withholding taxes paid by the BorrowerBorrowers.

Lender Tax Forms. On or prior to the Agreement Date, first Payment Date hereunder and on or prior to the date on which any Person becomes a Lender hereunder, and from time to time thereafter if required by Applicable Law due to a change in circumstances or if reasonably requested by the Borrower or the Administrative Agent (unless such Lender is unable to do so by reasons first Business Day of change in Applicable Law)each calendar year thereafter, each Lender which is organized under the laws of in a jurisdiction outside other than the United States or a political subdivision thereof shall provide each of the Administrative Agent and the Borrower Borrowers with either (ia) an accurate two (2) properly executed originals of Form W-8ECI or W-8BEN (or any successor forms) prescribed by the Internal Revenue Service or other documents satisfactory to the Borrowers and duly completed United States the Administrative Agent, or if delivered on or before December 31, 2000, Form 4224 or Form 1001 prescribed by the Internal Revenue Service and properly executed Internal Revenue Service Form 4224 or Form 1001, as the case may be, and Form X-0XXX, X-0XXX W-8 or Form W-9, as the case may be, or other applicable or successor form, certificate or document prescribed by the United States Internal Revenue Service in any case certifying (i) as to such Lender's entitlement to full status for purposes of determining exemption from United States withholding tax taxes with respect to all payments to be made to such Lender hereunder or under any Note or other Loan Document, or, (ii) in the case of that all payments to be made to such Lender hereunder are subject to such taxes at a rate reduced to zero by an applicable tax treaty, or (b)(i) a certificate executed by such Lender certifying that such Lender is not a "bank" within and that such Lender qualifies for the meaning of portfolio interest exemption under Section 881(c)(3)(A881(c) of the Code Code, and cannot deliver either (ii) two (2) properly executed originals of Internal Revenue Service Form 1001 W-8BEN (or 4224 pursuant to clause (i) aboveany successor form), (A) an accurate and duly completed United States or if delivered on or before December 31, 2000, Internal Revenue Service Form W-8BENW-8, W-8ECI, or other applicable or successor form, certificate or document prescribed by the United States Internal Revenue Service in each case certifying to such Lender's foreign status and (B) a certificate certifying to such Lender's entitlement to a complete an exemption from United States withholding tax with respect to all payments hereunder or of interest to be made under any Note or other Loan Document. In the event that the Borrower withholds a portion of any payment hereunder or under any Note or other Loan Document in accordance with this Section 2.13, the Borrower shall provide evidence that such taxes of any nature whatsoever in respect of this Agreement, any Loan or any Note or other Loan Document shall have been paid to the appropriate taxing authorities by delivery to the . Each such Lender on whose account such payment was made of the official tax receipts or notarized copies of such receipts within thirty (30) days after payment of such tax. If the Borrower fails to make any such payment when due, the Borrower shall indemnify the Lenders for any incremental taxes, interest or penalties that may become payable by any Lender as a result of any such failure. For any period with respect to which a Lender has failed agrees to provide the Borrower Administrative Agent and the Borrowers with new forms prescribed by the appropriate form described above (other than if such failure is due to Internal Revenue Service upon the expiration or obsolescence of any previously delivered form, or after the occurrence of any event requiring a change in Applicable Law occurring subsequent the most recent forms delivered by it to the date on which a form originally was required to be provided), such Lender shall not be entitled to indemnification with respect to withholding taxes imposed by the United States Administrative Agent and the Borrower shall be allowed to deduct from payments to such Lender hereunder and under any Note or other Loan Document, the amount of any such withholding taxes paid by the BorrowerBorrowers.

Lender Tax Forms. On or prior to the Agreement Date, first Payment Date hereunder and on or prior to the date on which any Person becomes a Lender hereunder, and from time to time thereafter if required by Applicable Law due to a change in circumstances or if reasonably requested by the Borrower or the Administrative Agent (unless such Lender is unable to do so by reasons first Business Day of change in Applicable Law)each calendar year thereafter, each Lender which is organized under the laws of in a jurisdiction outside other than the United States or a political subdivision thereof shall provide each of the Administrative Agent and the Borrower with either (ia) an accurate two (2) properly executed originals of Form W-8ECI or Form W-8BEN (or any successor forms) prescribed by the Internal Revenue Service or other documents satisfactory to the Borrower and duly completed United States the Administrative Agent, or if delivered on or before December 31, 2000, Form 4224 or Form 1001 prescribed by the Internal Revenue Service and properly executed Internal Revenue Service Form 4224 or Form 1001, as the case may be, and Form X-0XXX, X-0XXX W-8 or Form W-9, as the case may be, or other applicable or successor form, certificate or document prescribed by the United States Internal Revenue Service certifying (i) as to such Lender's entitlement to full status for purposes of determining exemption from United States withholding tax taxes with respect to all payments to be made to such Lender hereunder or and under any Note Notes or other Loan Document, or, (ii) in the case of that all payments to be made to such Lender hereunder and under any Notes are subject to such taxes at a rate reduced to zero by an applicable tax treaty, or (b)(i) a certificate executed by such Lender certifying that such Lender is not a "bank" within and that such Lender qualifies for the meaning of portfolio interest exemption under Section 881(c)(3)(A881(c) of the Code Code, and cannot deliver either (ii) two (2) properly executed originals of Internal Revenue Service Form 1001 W-8BEN (or 4224 pursuant to clause (iany successor form) aboveor if delivered on or before December 31, (A) an accurate and duly completed United States 2000, Internal Revenue Service Form W-8BENW-8, W-8ECI, or other applicable or successor form, certificate or document prescribed by the United States Internal Revenue Service in each case certifying to such Lender's foreign status and (B) a certificate certifying to such Lender's entitlement to a complete an exemption from United States withholding tax with respect to all payments hereunder or of interest to be made under any Note or other Loan Document. In the event that the Borrower withholds a portion of any payment hereunder or under any Note or other Loan Document in accordance with this Section 2.13, the Borrower shall provide evidence that such taxes of any nature whatsoever in respect of this Agreement, any Loan or any Note or other Loan Document shall have been paid to the appropriate taxing authorities by delivery to the . Each such Lender on whose account such payment was made of the official tax receipts or notarized copies of such receipts within thirty (30) days after payment of such tax. If the Borrower fails to make any such payment when due, the Borrower shall indemnify the Lenders for any incremental taxes, interest or penalties that may become payable by any Lender as a result of any such failure. For any period with respect to which a Lender has failed agrees to provide the Administrative Agent and the Borrower with new forms prescribed by the appropriate form described above (other than if such failure is due to Internal Revenue Service upon the expiration or obsolescence of any previously delivered form, or after the occurrence of any event requiring a change in Applicable Law occurring subsequent the most recent forms delivered by it to the date on which a form originally was required to be provided), such Lender shall not be entitled to indemnification with respect to withholding taxes imposed by the United States Administrative Agent and the Borrower shall be allowed to deduct from payments to such Lender hereunder and under any Note or other Loan Document, the amount of any such withholding taxes paid by the Borrower.

Lender Tax Forms. On or prior to the date such party becomes a "Lender" party to this Agreement Date, and on or prior to the date on which any Person becomes a Lender hereunder, and from time to time thereafter if required by Applicable Law due to a change in circumstances or if reasonably requested by the Borrower or the Administrative Agent (unless such Lender is unable to do so by reasons first Business Day of change in Applicable Law)each calendar year thereafter, each Lender that is organized under the laws of in a jurisdiction outside other than the United States or any state thereof shall provide each of the Administrative Agent and the Borrower with either (ia) an accurate and duly completed United States Internal Revenue Service two (2) properly executed originals of Form 4224 or Form 1001, as 1001 (or any successor forms) prescribed by the case may beInternal Revenue Service or other documents satisfactory to the Borrower and the Administrative Agent, and properly executed Internal Revenue service Form X-0XXX, X-0XXX W-8 or Form W-9, as the case may be, or other applicable or successor form, certificate or document prescribed by the United States Internal Revenue Service certifying (i) as to such Lender's entitlement to full status for purposes of determining exemption from United States withholding tax taxes with respect to all payments to be made to such Lender hereunder and under the Notes or under any Note or other Loan Document, or, (ii) in that all payments to be made to such Lender hereunder and under the case of Notes are subject to such taxes at a rate reduced to zero by an applicable tax treaty, or (b) (i) a certificate executed by such Lender certifying that such Lender is not a "bank" within and that such Lender qualifies for the meaning of Section 881(c)(3)(Aportfolio interest exemption under 881(c) of the Internal Revenue Code of 1986, as amended, and cannot deliver either (ii) two (2) properly executed originals of Internal Revenue Service Form 1001 W-8 (or 4224 pursuant to clause (i) above, (A) an accurate and duly completed United States Internal Revenue Service Form W-8BEN, W-8ECI, or other applicable or any successor form, certificate or document ) prescribed by the United States Internal Revenue Service certifying to such Lender's foreign status and (B) a certificate certifying to such Lender's entitlement to a complete an exemption from United States withholding tax with respect to all payments hereunder or of interest to be made under this Agreement and under any Note or other Loan DocumentNote. In the event that the Borrower withholds a portion of any payment hereunder or under any Note or other Loan Document in accordance with this Section 2.13, the Borrower shall provide evidence that Each such taxes of any nature whatsoever in respect of this Agreement, any Loan or any Note or other Loan Document shall have been paid to the appropriate taxing authorities by delivery to the Lender on whose account such payment was made of the official tax receipts or notarized copies of such receipts within thirty (30) days after payment of such tax. If the Borrower fails to make any such payment when due, the Borrower shall indemnify the Lenders for any incremental taxes, interest or penalties that may become payable by any Lender as a result of any such failure. For any period with respect to which a Lender has failed agrees to provide the Administrative Agent and the Borrower with new forms to the appropriate form described above (other than if such failure is due to same effect prescribed by the Internal Revenue Service upon the expiration or obsolescence of any previously delivered form, or after the occurrence of any event requiring a change in Applicable Law occurring subsequent the most recent forms delivered by it to the date on which a form originally was required to be provided), such Lender shall not be entitled to indemnification with respect to withholding taxes imposed by the United States Administrative Agent and the Borrower shall be allowed to deduct from payments to such Lender hereunder and under any Note or other Loan Document, the amount of any such withholding taxes paid by the Borrower.

Lender Tax Forms. On or prior to the Agreement Date, and prior to the date on which any Person becomes a Lender hereunder, and from time to time thereafter if required by Applicable Law due to a change in circumstances or if reasonably requested by the Borrower or the Administrative Agent (unless such Lender is unable to do so by reasons of change in Applicable Law), each Lender organized under the laws of a jurisdiction outside the United States shall provide the Administrative Agent and the Borrower with (i) an accurate and duly completed United States Internal Revenue Service Form 4224 or Form 1001, as the case may be, and Form X-0XXX, X-0XXX or Form W-9, as the case may be, or other applicable or successor form, certificate or document prescribed by the United States Internal Revenue Service certifying as to such Lender's entitlement to full exemption from United States withholding tax with respect to all payments to be made to such Lender hereunder or under any Note or other Loan Document, or, (ii) in the case of a Lender that is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form 1001 or 4224 pursuant to clause (i) above, (A) an accurate and duly completed United States Internal Revenue Service Form W-8BEN, W-8ECI, or other applicable or successor form, certificate or document prescribed by the United States Internal Revenue Service certifying to such Lender's foreign status and (B) a certificate certifying to such Lender's entitlement to a complete exemption from United States withholding tax with respect to all payments hereunder or under any Note or other Loan Document. In the event that the Borrower withholds a portion of any payment hereunder or under any Note or other Loan Document in accordance with this Section 2.13, the Borrower shall provide evidence that such taxes of any nature whatsoever in respect of this Agreement, any Loan or any Note or other Loan Document shall have been paid to the appropriate taxing authorities by delivery to the Lender on whose account such payment was made of the official tax receipts or notarized copies of such receipts within thirty (30) days after payment of such tax. If the Borrower fails to make any such payment when due, the Borrower shall indemnify the Lenders for any incremental taxes, interest or penalties that may become payable by any Lender as a result of any such failure. For any period with respect to which a Lender has failed to provide the Borrower with the appropriate form described above (other than if such failure is due to a change in Applicable Law occurring subsequent to the date on which a form originally was required to be provided), such Lender shall not be entitled to indemnification with respect to withholding taxes imposed by the United States and the Borrower shall be allowed to deduct from payments to such Lender hereunder and under any Note or other Loan Document, the amount of any such withholding taxes paid by the Borrower.