Common use of Non-U.S. Lenders Clause in Contracts

Non-U.S. Lenders. Each Lender organized under the laws of a jurisdiction outside the United States shall, on or prior to the date of its execution and delivery of this Agreement (in the case of each Lender listed in Schedule I), and from the date on which any other Lender becomes a party hereto (in the case of each other Lender), and from time to time thereafter as requested in writing by TBC (but only so long thereafter as such Lender remains lawfully able to do so), provide each of the Agent and TBC with two original Internal Revenue Service forms W-8BEN or W-8EC1, as appropriate, or any successor form prescribed by the Internal Revenue Service, to establish that such Lender is not subject to, or is entitled to a reduced rate of, United States withholding tax on payments pursuant to this Agreement or with respect to any Advances or any Notes. If the forms provided by a Lender at the time such Lender first becomes a party to this Agreement indicates a United States interest withholding tax rate in excess of zero, withholding tax at such rate shall be considered excluded from Taxes unless and until such Lender provides the appropriate form certifying that a lower rate applies, whereupon withholding tax at such lower rate only shall be considered excluded from Taxes for periods governed by such form; provided, however, that, if at the date on which a Lender becomes a party to this Agreement, the Lender assignor was entitled to payments under subsection 2.14(a) in respect of United States withholding tax with respect to interest paid at such date, then, to such extent, the term Taxes shall include (in addition to withholding taxes that may be imposed in the future or other amounts otherwise includable in Taxes) United States withholding tax, if any, applicable with respect to the Lender assignee on such date. If any form or document referred to in this subsection 2.14(e) requires the disclosure of information, other than information necessary to compute the tax payable and information required on the date hereof by Internal Revenue Service form W-8BEN or W-8EC1, that the Lender reasonably considers to be confidential, the Lender shall give notice thereof to the relevant Borrowers and shall not be obligated to include in such form or document confidential information.

Non-U.S. Lenders. Each Lender organized under the laws of a jurisdiction outside the United States shall, on or prior to the date of its execution and delivery of this Agreement (in the case of each Lender listed in Schedule I), and from the date on which any other Lender becomes a party hereto (in the case of each other Lender), and from time to time thereafter as requested in writing by TBC (but only so long thereafter as such Lender remains lawfully able to do so), provide each of the Agent and TBC with two original Internal Revenue Service forms W-8BEN or W-8EC1, as appropriate, or any successor form prescribed by the Internal Revenue Service, to establish that such Lender is not subject to, or is entitled to a reduced rate of, United States withholding tax on payments pursuant to this Agreement or with respect to any Advances or any Notes. If the forms provided by a Lender at the time such Lender first becomes a party to this Agreement indicates a United States interest withholding tax rate in excess of zero, withholding tax at such rate shall be considered excluded from Taxes unless and until such Lender provides the appropriate form certifying that a lower rate applies, whereupon withholding tax at such lower rate only shall be considered excluded from Taxes for periods governed by such form; provided, however, that, if at the date on which a Lender becomes a party to this Agreement, the Lender assignor was entitled to payments under subsection 2.14(a2.15(a) in respect of United States withholding tax with respect to interest paid at such date, then, to such extent, the term Taxes shall include (in addition to withholding taxes that may be imposed in the future or other amounts otherwise includable in Taxes) United States withholding tax, if any, applicable with respect to the Lender assignee on such date. If any form or document referred to in this subsection 2.14(e2.15(e) requires the disclosure of information, other than information necessary to compute the tax payable and information required on the date hereof by Internal Revenue Service form W-8BEN or W-8EC1, that the Lender reasonably considers to be confidential, the Lender shall give notice thereof to the relevant Borrowers and shall not be obligated to include in such form or document confidential information.

Non-U.S. Lenders. Each Lender organized under and the laws Administrative Agent (including any assignee) that is not a U.S. Person as defined in Section 7701(a)(30) of the Code for federal income tax purposes (a jurisdiction outside “Non-U.S. Lender”) hereby agrees that, if and to the United States extent it is legally able to do so, it shall, on or prior to the date of its execution the first payment by the Borrower hereunder to be made to such Lender or the Administrative Agent or for such Lender’s or the Administrative Agent’s account, deliver to the Borrower and delivery of this Agreement the Administrative Agent, as applicable, such certificates, documents or other evidence, as and when required by the Code or Treasury Regulations issued pursuant thereto, including (a) in the case of each a Non-U.S. Lender listed in Schedule I)that is a “bank” for purposes of Section 881(c)(3)(A) of the Code, two (2) duly completed copies of Internal Revenue Service Form W-8BEN or Form W-8ECI and from the date on which any other certificate or statement of exemption required by Treasury Regulations, or any subsequent versions thereof or successors thereto, properly completed and duly executed by such Lender becomes or the Administrative Agent establishing that with respect to payments of principal, interest or fees hereunder it is (i) not subject to United States federal withholding tax under the Code because such payment is effectively connected with the conduct by such Lender or Administrative Agent of a party hereto trade or business in the United States or (ii) totally exempt or partially exempt from United States federal withholding tax under a provision of an applicable tax treaty and (b) in the case of each other Lendera Non-U.S. Lender that is not a “bank” for purposes of Section 881(c)(3)(A) of the Code, a certificate substantially in the form of Exhibit I hereto, together with a properly completed and executed Internal Revenue Service Form W-8 or W-9, as applicable (or successor forms). Each Lender or the Administrative Agent agrees that it shall, promptly upon a change of its lending office or the selection of any additional lending office, to the extent the forms previously delivered by it pursuant to this section are no longer effective, and from time promptly upon the Borrower’s or the Administrative Agent’s reasonable request after the occurrence of any other event (including the passage of time) requiring the delivery of a Form W-8BEN, Form W-8ECI, Form W-8 or W-9 in addition to time thereafter or in replacement of the forms previously delivered, deliver to the Borrower and the Administrative Agent, as requested in writing by TBC (but only so long thereafter as such Lender remains lawfully able applicable, if and to the extent it is properly entitled to do so), provide each two (2) properly completed and executed copies of the Agent and TBC with two original Internal Revenue Service forms W-8BEN Form W-8BEN, Form W-8ECI, Form W-8 or W-8EC1W-9, as appropriate, applicable (or any successor forms thereto). Each Non-U.S. Lender shall promptly notify the Borrower at any time it determines that it is no longer in a position to provide any previously delivered certificate to the Borrower (or any other form prescribed of certification adopted by the Internal Revenue Service, to establish that U.S. taxing authorities for such Lender is not subject to, or is entitled to a reduced rate of, United States withholding tax on payments pursuant to this Agreement or with respect to any Advances or any Notes. If the forms provided by a Lender at the time such Lender first becomes a party to this Agreement indicates a United States interest withholding tax rate in excess of zero, withholding tax at such rate shall be considered excluded from Taxes unless and until such Lender provides the appropriate form certifying that a lower rate applies, whereupon withholding tax at such lower rate only shall be considered excluded from Taxes for periods governed by such form; provided, however, that, if at the date on which a Lender becomes a party to this Agreement, the Lender assignor was entitled to payments under subsection 2.14(a) in respect of United States withholding tax with respect to interest paid at such date, then, to such extent, the term Taxes shall include (in addition to withholding taxes that may be imposed in the future or other amounts otherwise includable in Taxes) United States withholding tax, if any, applicable with respect to the Lender assignee on such date. If any form or document referred to in this subsection 2.14(e) requires the disclosure of information, other than information necessary to compute the tax payable and information required on the date hereof by Internal Revenue Service form W-8BEN or W-8EC1, that the Lender reasonably considers to be confidential, the Lender shall give notice thereof to the relevant Borrowers and shall not be obligated to include in such form or document confidential informationpurpose).

Non-U.S. Lenders. Each Lender organized that is not incorporated under the laws of a jurisdiction outside the United States shallof America or a state thereof (each a "Non-US Lender") agrees that it will, on or prior to not less than 10 Business Days after the date of its execution this Agreement, (i) deliver to each of the Borrower and delivery the Agent two duly completed copies of United States Internal Revenue Service Form 1001 or 4224, certifying in either case that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes, and (ii) deliver to each of the Borrower and the Agent a United States Internal Revenue Form W-8 or W-9, as the case may be, and certify that it is entitled to an exemption from United States backup withholding tax. Each such Lender further undertakes to deliver to each of the Borrower and the Agent (x) renewals or additional copies of such form (or any successor form) on or before the date that such form expires or becomes obsolete, and (y) after the occurrence of any event requiring a change in the case most recent forms so delivered by it, such additional forms or amendments thereto as may be reasonably requested by the Borrower or the Agent. All forms or amendments described in the preceding sentence shall certify that such Lender is entitled to receive payments under this Agreement without deduction or withholding of each Lender listed any United States federal income taxes, unless an event (including without limitation any change in Schedule I)treaty, and from law or regulation) has occurred prior to the date on which any other Lender becomes a party hereto (in the case of each other Lender), and from time to time thereafter as requested in writing by TBC (but only so long thereafter as such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender remains lawfully able from duly completing and delivering any such form or amendment with respect to do so), provide each of it and such Lender advises the Borrower and the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax. If a Lender has determined that it will be subject to any such deduction or counterclaim, that Lender will fund and TBC maintain Loans at another branch or office of that Lender which would not subject such Lender to such deduction or counterclaim if, in that Lender's opinion, the same would not adversely affect it or its Loans or the income obtained therefrom. For any period during which such a Lender has failed to provide the Borrower with two original Internal Revenue Service such appropriate forms W-8BEN (unless such failure is due to a change in treaty, law or W-8EC1, as appropriateregulation, or any successor change in the interpretation or administration thereof by any governmental authority, occurring subsequent to the date on which a form prescribed by the Internal Revenue Serviceoriginally was required to be provided), to establish that such Lender is shall not subject to, or is be entitled to a reduced rate of, United States withholding tax on payments pursuant to indemnification under this Agreement or Section 2.07(f) with respect to any Advances or any Notes. If Taxes imposed by the forms provided by a Lender at the time such Lender first becomes a party to this Agreement indicates a United States interest withholding tax rate in excess of zero, withholding tax at such rate shall be considered excluded from Taxes unless and until such Lender provides the appropriate form certifying that a lower rate applies, whereupon withholding tax at such lower rate only shall be considered excluded from Taxes for periods governed by such formStates; provided, however, that, if at the date on which should a Lender becomes which is otherwise exempt from or subject to a party reduced rate of withholding tax become subject to this AgreementTaxes because of its failure to deliver a form required above, the Borrower shall take such steps as such Lender assignor was shall reasonably request to assist such Lender to recover such Taxes. Any Lender that is entitled to payments under subsection 2.14(a) in respect an exemption from or reduction of United States withholding tax with respect to interest paid at such date, then, to such extent, the term Taxes shall include (in addition to withholding taxes that may be imposed in the future payments under this Agreement or other amounts otherwise includable in Taxes) United States withholding tax, if any, applicable with respect any Note pursuant to the Lender assignee on such date. If law of any form relevant jurisdiction or document referred to in this subsection 2.14(e) requires the disclosure of information, other than information necessary to compute the tax payable and information required on the date hereof by Internal Revenue Service form W-8BEN or W-8EC1, that the Lender reasonably considers to be confidential, the Lender any treaty shall give notice thereof deliver to the relevant Borrowers and shall not be obligated Borrower (with a copy to include in such form the Agent), at the time or document confidential information.times

Non-U.S. Lenders. Each Prior to the Agreement Date or, with respect to any Lender organized that becomes a Lender after the Agreement Date, prior to the “Effective Date” of the Assignment and Acceptance pursuant to which such Lender becomes a Lender, each Lender which is not incorporated under the laws of a jurisdiction outside the United States shallof America or a state thereof agrees that it will deliver to the Administrative Agent (i) a letter in duplicate and two duly completed copies of United States Internal Revenue Service Form 1001 or 4224 or successor applicable form, as the case may be, certifying in each case that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes, and (ii) an Internal Revenue Service Form W-8 or W-9 or successor applicable form, as the case may be, to establish an exemption from United States backup withholding tax. Each such Lender which delivers a copy of a Form 1001 or 4224 and Form W-8 or W-9 pursuant to the next preceding sentence further undertakes to deliver to the Administrative Agent two further copies of the said letter and Form 1001 or 4224 and Form W-8 or W-9, or successor applicable forms, or other manner of certification, as the case may be, on or prior before the date that any such letter or form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent letter and form previously delivered by it to the date of its execution Administrative Agent, and delivery of this Agreement (such extensions or renewals thereof as may reasonably be requested by the Administrative Agent, certifying in the case of each a Form 1001 or 4224 that such Lender listed is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes, unless in Schedule I)any such case an event (including without limitation any change in treaty, and from law or regulation) has occurred prior to the date on which any other such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender becomes a party hereto (from duly completing and delivering any such letter or form with respect to it and such Lender advises the Administrative Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax, and in the case of each other Lender)a Form W-8 or W-9, and establishing an exemption from time to time thereafter as requested in writing by TBC (but only so long thereafter as such Lender remains lawfully able to do so), provide each of the Agent and TBC with two original Internal Revenue Service forms W-8BEN or W-8EC1, as appropriate, or any successor form prescribed by the Internal Revenue Service, to establish that such Lender is not subject to, or is entitled to a reduced rate of, United States withholding tax on payments pursuant to this Agreement or with respect to any Advances or any Notes. If the forms provided by a Lender at the time such Lender first becomes a party to this Agreement indicates a United States interest withholding tax rate in excess of zero, withholding tax at such rate shall be considered excluded from Taxes unless and until such Lender provides the appropriate form certifying that a lower rate applies, whereupon withholding tax at such lower rate only shall be considered excluded from Taxes for periods governed by such form; provided, however, that, if at the date on which a Lender becomes a party to this Agreement, the Lender assignor was entitled to payments under subsection 2.14(a) in respect of United States withholding tax with respect to interest paid at such date, then, to such extent, the term Taxes shall include (in addition to withholding taxes that may be imposed in the future or other amounts otherwise includable in Taxes) United States backup withholding tax, if anyin which case, applicable with respect to all payments by the Lender assignee on such date. If Borrower hereunder and under any form or document referred to in this subsection 2.14(e) requires Note shall be increased by the disclosure of information, other than information amount necessary to compute pay to such Lender, net of any such withholding tax(es) the tax payable and information required on the date hereof by Internal Revenue Service form W-8BEN or W-8EC1, that the Lender reasonably considers to be confidential, the Lender shall give notice thereof to the relevant Borrowers and shall not be obligated to include in such form or document confidential informationamount of each payment provided for hereunder.

Non-U.S. Lenders. Each U.S. Lender organized that is not a “United States person” (within the meaning of Section 7701(a)(30) of the Code) (a “Foreign Lender”) will submit to the U.S. Borrower and the Administrative Agent, prior to receipt of any payment subject to withholding under the laws Code (or upon accepting an assignment of a jurisdiction outside an interest herein), two duly completed and signed copies of IRS Form W-8BEN or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, withholding tax on all payments to be made to such Foreign Lender by the United States shallBorrowers pursuant to this Agreement), on IRS Form W-8ECI or prior any successor thereto (relating to all payments to be made to such Foreign Lender by the Borrowers pursuant to this Agreement), IRS Form W-8IMY or any successor thereto or such other evidence satisfactory to the date U.S. Borrower and the Administrative Agent that such Foreign Lender is entitled to an exemption from, or reduction of, U.S. withholding tax, including any exemption pursuant to Section 881(c) of its execution and delivery of this Agreement (in the case of each Code. Each such Foreign Lender listed in Schedule I)will, and from the date on which any other Lender becomes a party hereto (in the case of each other Lender), and from time to time thereafter after submitting either such form or such evidence, submit to the U.S. Borrower and the Administrative Agent such additional duly completed and signed copies of one or the other such forms (or such successor forms or other documents as will be adopted from time to time by the relevant United States taxing authorities) as may be: (i) reasonably requested in writing by TBC the U.S. Borrower or the Administrative Agent; and (but only so long thereafter as such Lender remains lawfully able ii) appropriate under then current United States law or regulations to do so), provide each of the Agent and TBC with two original Internal Revenue Service forms W-8BEN or W-8EC1, as appropriate, or any successor form prescribed by the Internal Revenue Service, to establish that such Lender is not subject to, or is entitled to a reduced rate of, avoid United States withholding tax taxes on payments in respect of any amounts to be received by such U.S. Lender pursuant to this Agreement Agreement. Upon the reasonable request of the U.S. Borrower or with respect to any Advances or any Notes. If the Administrative Agent, each Lender that has not provided the forms or other documents, as provided by above, on the basis of being a Lender at the time such Lender first becomes a party to this Agreement indicates a “United States interest withholding tax rate in excess of zero, withholding tax at person” will submit to the U.S. Borrower and the Administrative Agent a certificate to the effect that it is such rate shall be considered excluded from Taxes unless and until such Lender provides the appropriate form certifying that a lower rate applies, whereupon withholding tax at such lower rate only shall be considered excluded from Taxes for periods governed by such form; provided, however, that, if at the date on which a Lender becomes a party to this Agreement, the Lender assignor was entitled to payments under subsection 2.14(a) in respect of “United States withholding tax with respect to interest paid at such date, then, to such extent, the term Taxes shall include (in addition to withholding taxes that may be imposed in the future or other amounts otherwise includable in Taxes) United States withholding tax, if any, applicable with respect to the Lender assignee on such dateperson”. If any U.S. Lender which is not a “United States person” determines that it is unable to submit to the U.S. Borrower and the Administrative Agent any form or document referred certificate that such U.S. Lender is requested to in this subsection 2.14(e) requires the disclosure of information, other than information necessary to compute the tax payable and information required on the date hereof by Internal Revenue Service form W-8BEN or W-8EC1, that the Lender reasonably considers to be confidential, the Lender shall give notice thereof submit pursuant to the relevant Borrowers and shall not be obligated preceding paragraph, or that it is required to include in withdraw or cancel any such form or document confidential informationcertificate, or that any such form or certificate previously submitted has otherwise become ineffective or inaccurate, such U.S. Lender will promptly notify the U.S. Borrower and the Administrative Agent of such fact.