Common use of Lenders’ Representations Regarding IRS Withholding; Delivery of Tax Forms Clause in Contracts

Lenders’ Representations Regarding IRS Withholding; Delivery of Tax Forms. To the extent Agent may hold from time to time payments for the account of the Lenders, each Lender represents and agrees as follows: (a) Lender represents and warrants that it is entitled to receive any payments under the Loan Documents to which it is a party without the withholding of any tax, and will furnish to the Agent such forms, certifications, statements and other documents as Agent may request from time to time to evidence such Lender’s exemption from the withholding of any tax imposed by any jurisdiction or to enable Agent to comply with any applicable laws or regulations relating thereto. (b) Without limiting the effect of the foregoing, if Lender is not created or organized under the laws of the United States or any state thereof, Lender further represents and warrants (i) that it is engaged in the conduct of a business within the United States and that the payments made hereunder are or are reasonably expected to be effectively connected with the conduct of that trade or business and are or will be includible in its gross income; or (ii) if Lender is not engaged in a U.S. trade or business with which such payments are effectively connected, that Lender is entitled to the benefits of a tax convention which exempts the income from U.S. withholding tax and that it has satisfied all requirements to qualify for the exemption from tax. (c) Lender agrees that it will, immediately upon the request of Agent, furnish to Agent Form 4224 or Form 1001 of the Internal Revenue Service, or such other forms, certifications, statements or documents, duly executed and completed by Lender as evidence of Lender’s exemption from the withholding of U.S. tax with respect thereto. If Lender determines that, as a result of any change in applicable law, regulation, or treaty or in any official application or interpretation thereof, it ceases to qualify for exemption from any tax imposed by any jurisdiction with respect to payments made hereunder, Lender shall promptly notify Agent of such fact and Agent may, but shall not be required to withhold the amount of any such applicable tax from amounts paid to Lender hereunder. Agent shall not be obligated to make any payments hereunder to Lender in respect of Lender’s Loan until Lender shall have furnished to Agent the requested form, certification, statement or document and may withhold the amount of such applicable tax from amounts paid to Lender hereunder. (d) Lender shall reimburse, indemnify and hold Agent harmless for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed upon, incurred by or asserted against Agent due to its reliance upon the representation hereby made that Lender is exempt from withholding of tax. Unless Agent receives written notice to the contrary, Lender shall be deemed to have made the representations contained in this Section 9.9 and in each subsequent tax year of Lender.

Lenders’ Representations Regarding IRS Withholding; Delivery of Tax Forms. To the extent Agent may hold from time to time payments for the account of the Lenders, each Lender represents and agrees as follows: (a) Lender represents and warrants that it is entitled to receive any payments under the Loan Documents to which it is a party without the withholding of any tax, and will furnish to the Agent such forms, certifications, statements and other documents as Agent may request from time to time to evidence such Lender’s 's exemption from the withholding of any tax imposed by any jurisdiction or to enable Agent to comply with any applicable laws or regulations relating thereto. (b) Without limiting the effect of the foregoing, if Lender is not created or organized under the laws of the United States or any state thereof, Lender further represents and warrants (i) that it is engaged in the conduct of a business within the United States and that the payments made hereunder are or are reasonably expected to be effectively connected with the conduct of that trade or business and are or will be includible in its gross income; or (ii) if Lender is not engaged in a U.S. trade or business with which such payments are effectively connected, that Lender is entitled to the benefits of a tax convention which exempts the income from U.S. withholding tax and that it has satisfied all requirements to qualify for the exemption from tax. (c) Lender agrees that it will, immediately upon the request of Agent, furnish to Agent Form 4224 or Form 1001 of the Internal Revenue Service, or such other forms, certifications, statements or documents, duly executed and completed by Lender as evidence of Lender’s 's exemption from the withholding of U.S. tax with respect thereto. If Lender determines that, as a result of any change in applicable law, regulation, or treaty or in any official application or interpretation thereof, it ceases to qualify for exemption from any tax imposed by any jurisdiction with respect to payments made hereunder, Lender shall promptly notify Agent of such fact and Agent may, but shall not be required to withhold the amount of any such applicable tax from amounts paid to Lender hereunder. Agent shall not be obligated to make any payments hereunder to Lender in respect of Lender’s 's Loan until Lender shall have furnished to Agent the requested form, certification, statement or document and may withhold the amount of such applicable tax from amounts paid to Lender hereunder. (d) Lender shall reimburse, indemnify and hold Agent harmless for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed upon, incurred by or asserted against Agent due to its reliance upon the representation hereby made that Lender is exempt from withholding of tax. Unless Agent receives written notice to the contrary, Lender shall be deemed to have made the representations contained in this Section 9.9 9.10 and in each subsequent tax year of Lender.

Lenders’ Representations Regarding IRS Withholding; Delivery of Tax Forms. To the extent Agent may hold from time to time payments for the account of the LendersXxxxxxx, each Lender Xxxxxx represents and agrees as follows: (a) Lender represents and warrants that it It is entitled to receive any payments under the Loan Documents to which it is a party without the withholding of any tax, and will furnish to the Agent such forms, certifications, statements and other documents as Agent may request from time to time to evidence such LenderXxxxxx’s exemption from the withholding of any tax imposed by any jurisdiction or to enable Agent to comply with any applicable laws or regulations relating thereto. (b) Without limiting the effect of the foregoing, if Lender it is not created or organized under the laws of the United States or any state thereof, Lender it further represents and warrants (i) that it is engaged in the conduct of a business within the United States and that the payments made hereunder are or are reasonably expected to be effectively connected with the conduct of that trade or business and are or will be includible in its gross income; or (ii) if Lender it is not engaged in a U.S. trade or business with which such payments are effectively connected, that Lender it is entitled to the benefits of a tax convention which exempts the income from U.S. withholding tax and that it has satisfied all requirements to qualify for the exemption from tax. (c) Lender agrees that it It will, immediately upon the request of Agent, furnish to Agent Form 4224 or Form 1001 of the Internal Revenue Service, or such other forms, certifications, statements or documents, duly executed and completed by Lender it as evidence of Lender’s its exemption from the withholding of U.S. tax with respect thereto. If Lender it determines that, as a result of any change in applicable law, regulation, or treaty or in any official application or interpretation thereof, it ceases to qualify for exemption from any tax imposed by any jurisdiction with respect to payments made hereunder, Lender it shall promptly notify Agent of such fact and Agent may, but shall not be required to withhold the amount of any such applicable tax from amounts paid to Lender it hereunder. Agent shall not be obligated to make any payments hereunder to Lender it in respect of Lender’s its Loan until Lender it shall have furnished to Agent the requested form, certification, statement or document and may withhold the amount of such applicable tax from amounts paid to it Lender hereunder. (d) Lender It shall reimburse, indemnify and hold Agent harmless for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed upon, incurred by or asserted against Agent due to its reliance upon the representation hereby made that Lender it is exempt from withholding of tax. Unless Agent receives written notice to the contrary, Lender it shall be deemed to have made the representations contained in this Section 9.9 and 12.9 in each of its subsequent tax year of Lenderyears.