Common use of Nonresident Certifications Clause in Contracts

Nonresident Certifications. (i) Each Lender that is not a United States Person (as defined in Section 7701(a)(30) of the Code) (a “Non-U.S. Lender”) shall deliver to the Administrative Borrower and the Administrative Agent on or prior to the Closing Date, or, in the case of a Lender that becomes a Lender pursuant to SECTION 14.08 hereof, on or prior to the date on which such Lender becomes a Lender pursuant to SECTION 14.08, a true and accurate IRS Form W-8BEN, W-8IMY (with the necessary attachments), W-8EXP, W-8ECI or any subsequent version thereof or successors thereto and such other documentation prescribed by Applicable Law executed in duplicate by a duly authorized officer of such Lender to the effect that such Lender is eligible as of such date to receive payments hereunder and under the Notes free and clear or at a reduced rate of United States federal withholding tax or, in the case of a Lender that becomes a Lender pursuant to SECTION 14.08, that such Lender is subject to United States federal withholding tax at a rate not in excess of the rate to which the assignor was subject as a result of a change in law, as described in SECTION 3.04(e)(ii)(B). A Non-U.S. Lender shall not be required to deliver any form pursuant to this SECTION 3.04(e) that it is not legally able to deliver. (ii) Each Non-U.S. Lender further agrees to deliver to the Administrative Borrower and the Administrative Agent from time to time a true and accurate certificate executed in duplicate by a duly authorized officer of such Lender before or promptly upon the occurrence of any event requiring a change in the most recent certificate previously delivered by it to the Administrative Borrower and the Administrative Agent pursuant to this SECTION 3.04(e) (including upon the expiration, obsolescence or invalidity of such form, upon the designation of a new lending office and at such other times as may be necessary in the determination of the Administrative Borrower and the Administrative Agent (each in the reasonable exercise of its discretion)). Each certificate required to be delivered pursuant to this SECTION 3.04(e)(ii) shall certify as to one of the following: (A) that such Lender can receive payments hereunder and under the Notes free and clear or at a reduced rate of United States federal withholding tax (in which case the certificate shall be accompanied by two duly completed copies of IRS Form W-8BEN, W-8IMY (with the necessary attachments), W-8EXP or W-8ECI, as applicable (or any successor form); (B) that such Lender is no longer capable of receiving payments hereunder or under the Notes free and clear or at a reduced rate of United States federal withholding tax by reason of a change in law (including the Code or any applicable tax treaty) after the later of the Closing Date, or in the case of a Lender that becomes a Lender pursuant to SECTION 14.08 hereof, after the date on which the Lender became a Lender pursuant to SECTION 14.08; or (C) that such Lender is not capable of receiving payments hereunder free and clear or at a reduced rate of United States federal withholding tax other than by reason of a change in law (including the Code or applicable tax treaty) after the later of the Closing Date, or in the case of a Lender that becomes a Lender pursuant to SECTION 14.08 hereof, after the date on which the Lender became a Lender pursuant to SECTION 14.08.

Nonresident Certifications. (i) Each Participating Lender that is not a United States Person (as defined in Section 7701(a)(30) of the Code) (a “Non-U.S. Lender”) shall deliver to the Administrative Borrower and the Administrative Agent on or prior to the Closing Date, or, in the case of a Non-U.S. Lender that becomes a Participating Lender pursuant to SECTION 14.08 Section 3.05 hereof, on or prior to the date on which such Participating Lender becomes a Participating Lender pursuant to SECTION 14.08Section 3.05, a true and accurate IRS Form W-8BEN, W-8IMY (with the necessary attachments), W-8EXPW-8EXP or W-8ECI, W-8ECI as appropriate to the Participating Lender’s circumstances, or any subsequent version thereof or successors thereto and such other documentation prescribed by Applicable Law executed in duplicate by a duly authorized officer of such Participating Lender along with a certificate executed by a duly authorized officer of such Participating Lender to the effect that such Participating Lender is eligible as of such date to receive payments hereunder and under the any Notes free and clear or at a reduced rate of United States federal withholding tax or, in the case of a Lender that becomes a Lender pursuant to SECTION 14.08, that such Lender is subject to United States federal withholding tax at a rate not in excess of the rate to which the assignor was subject as a result of a change in law, as described in SECTION 3.04(e)(ii)(B). A Non-U.S. Lender shall not be required to deliver any form pursuant to this SECTION 3.04(e) that it is not legally able to delivertax. (ii) Each Non-U.S. Lender further agrees to deliver to the Administrative Borrower and the Administrative Agent from time to time a true and accurate certificate executed in duplicate by a duly authorized officer of such Lender before or promptly upon the occurrence of any event requiring a change in the most recent certificate or IRS form previously delivered by it to the Administrative Borrower and the Administrative Agent pursuant to this SECTION 3.04(eSection 2.05(e) (including upon the expiration, obsolescence or invalidity of such certificate or form, upon the designation of a new lending office and at such other times as may be necessary in the determination of the Administrative Borrower and the Administrative Agent or a Credit Party (each in the reasonable exercise of its discretion)). Each certificate required to be delivered pursuant to this SECTION 3.04(e)(iiSection 2.05(e)(ii) shall certify as to one of the following: (A) that such Participating Lender can receive payments hereunder and under the any Notes free and clear or at a reduced rate of United States federal withholding tax (in which case the certificate shall be accompanied by two duly completed copies true and accurate originals of IRS Form W-8BEN, W-8IMY (with the necessary attachments), W-8EXP or W-8ECI, as applicable (or any successor form)); (B) that such Participating Lender is no longer capable of receiving payments hereunder or under the Notes free and clear or at a reduced rate of United States federal withholding tax by reason of a change Change in law Law (including the Code or any applicable tax treaty) after the later of the Closing Date, or in the case of a Participating Lender that becomes a Participating Lender pursuant to SECTION 14.08 hereofSection 3.05, after the date on which the Participating Lender became a Participating Lender pursuant to SECTION 14.08Section 3.05; or (C) that such Participating Lender is not capable of receiving payments hereunder free and clear or at a reduced rate of United States federal withholding tax other than by reason of a change Change in law Law (including the Code or applicable tax treaty) after the later of the Closing Date, or in the case of a Lender that becomes a Participating Lender pursuant to SECTION 14.08 hereofSection 3.05, after the date on which the Participating Lender became a Participating Lender pursuant to SECTION 14.08Section 3.05.

Nonresident Certifications. (i) Each Participating Lender that is not a United States Person (as defined in Section 7701(a)(30) of the Code) (a “Non-U.S. Lender”) shall deliver to the Administrative Borrower and the Administrative Agent on or prior to the Closing Date, or, in the case of a Participating Lender that becomes a Participating Lender pursuant to SECTION 14.08 Section 17.08(b) hereof, on or prior to the date on which such Participating Lender becomes a Participating Lender pursuant to SECTION 14.08Section 17.08(b), a true and accurate IRS Form W-8BENW-0 XXX, W-8IMY X-0 IMY (with the necessary attachments), W-8EXPW-8 EXP, W-8ECI W-8 ECI or any subsequent version thereof or successors thereto and such other documentation prescribed by Applicable Law applicable law executed in duplicate by a duly authorized officer of such Participating Lender to the effect that such Participating Lender is eligible as of such date to receive payments hereunder and under the Notes free and clear or at a reduced rate of United States federal withholding tax or, in the case of a Participating Lender that becomes a Participating Lender pursuant to SECTION 14.08Section 17.08(b), that such Participating Lender is subject to United States federal withholding tax at a rate not in excess of the rate to which the assignor was subject as a result of a change in law, as described in SECTION 3.04(e)(ii)(BSection 5.05(e)(ii)(B). A Non-U.S. Lender shall not be required to deliver any form pursuant to this SECTION 3.04(eSection 5.05(e) that it is not legally able to deliver. (ii) Each Non-U.S. Lender further agrees to deliver to the Administrative Borrower and the Administrative Agent from time to time a true and accurate certificate executed in duplicate by a duly authorized officer of such Participating Lender before or promptly upon the occurrence of any event requiring a change in the most recent certificate previously delivered by it to the Administrative Borrower and the Administrative Agent pursuant to this SECTION 3.04(eSection 5.05(e) (including upon the expiration, obsolescence or invalidity of such form, upon the designation of a new lending office and at such other times as may be necessary in the determination of the Administrative Borrower and the Administrative Agent (each in the reasonable exercise of its discretion)). Each certificate required to be delivered pursuant to this SECTION 3.04(e)(iiSection 5.05(e)(ii) shall certify as to one of the following: (A) that such Participating Lender can receive payments hereunder and under the Notes free and clear or at a reduced rate of United States federal withholding tax (in which case the certificate shall be accompanied by two duly completed copies of IRS Form W-8BENW-0 XXX, W-8IMY X-0 IMY (with the necessary attachments), W-8EXP W-8 EXP or W-8ECIW-8 ECI, as applicable (or any successor form)); (B) that such Participating Lender is no longer capable of receiving payments hereunder or under the Notes free and clear or at a reduced rate of United States federal withholding tax by reason of a change in law (including the Code or any applicable tax treaty) after the later of the Closing Date, or in the case of a Participating Lender that becomes a Participating Lender pursuant to SECTION 14.08 Section 17.08(b) hereof, after the date on which the Participating Lender became a Participating Lender pursuant to SECTION 14.08Section 17.08(b); or (C) that such Participating Lender is not no longer capable of receiving payments hereunder free and clear or at a reduced rate of United States federal withholding tax as specified therein other than by reason of a change in law (including the Code or applicable tax treaty) after the later of the Closing Date, or in the case of a Participating Lender that becomes a Participating Lender pursuant to SECTION 14.08 Section 17.08(b) hereof, after the date on which the Participating Lender became a Participating Lender pursuant to SECTION 14.08Section 17.08(b).

Nonresident Certifications. (i) Each Lender that is not a United States Person (as defined in Section 7701(a)(30) of the Code) (a “Non-U.S. Lender”) shall deliver to the Administrative Borrower and the Administrative Agent on or prior to the Closing Date, or, in the case of a Lender that becomes a Lender pursuant to SECTION 14.08 hereof, on or prior to the date on which such Lender becomes a Lender pursuant to SECTION 14.08, a true and accurate IRS Form W-8BEN, W-8IMY (with the necessary attachments), W-8EXP, W-8ECI or any subsequent version thereof or successors thereto and such other documentation prescribed by Applicable Law executed in duplicate by a duly authorized officer of such Lender to the effect that such Lender is eligible as of such date to receive payments hereunder and under the Notes free and clear or at a reduced rate of United States federal withholding tax or, in the case of a Lender that becomes a Lender pursuant to SECTION 14.08, that such Lender is subject to United States federal withholding tax at a rate not in excess of the rate to which the assignor was subject as a result of a change in law, as described in SECTION 3.04(e)(ii)(B3.04(e) (ii)(B). A Non-U.S. Lender shall not be required to deliver any form pursuant to this SECTION 3.04(e) that it is not legally able to deliver. (ii) Each Non-U.S. Lender further agrees to deliver to the Administrative Borrower and the Administrative Agent from time to time a true and accurate certificate executed in duplicate by a duly authorized officer of such Lender before or promptly upon the occurrence of any event requiring a change in the most recent certificate previously delivered by it to the Administrative Borrower and the Administrative Agent pursuant to this SECTION 3.04(e) (including upon the expiration, obsolescence or invalidity of such form, upon the designation of a new lending office and at such other times as may be necessary in the determination of the Administrative Borrower and the Administrative Agent (each in the reasonable exercise of its discretion)). Each certificate required to be delivered pursuant to this SECTION 3.04(e)(ii) shall certify as to one of the following: (A) that such Lender can receive payments hereunder and under the Notes other Loan Documents free and clear or at a reduced rate of United States federal withholding tax (in which case the certificate shall be accompanied by two duly completed copies of IRS Form W-8BEN, W-8IMY (with the necessary attachments), W-8EXP or W-8ECI, as applicable (or any successor form); (B) that such Lender is no longer capable of receiving payments hereunder or under the Notes other Loan Documents free and clear or at a reduced rate of United States federal withholding tax by reason of a change in law (including the Code or any applicable tax treaty) after the later of the Closing Date, or in the case of a Lender that becomes a Lender pursuant to SECTION 14.08 hereof, after the date on which the Lender became a Lender pursuant to SECTION 14.08; or (C) that such Lender is not capable of receiving payments hereunder free and clear or at a reduced rate of United States federal withholding tax other than by reason of a change in law (including the Code or applicable tax treaty) after the later of the Closing Date, or in the case of a Lender that becomes a Lender pursuant to SECTION 14.08 hereof, after the date on which the Lender became a Lender pursuant to SECTION 14.08.

Nonresident Certifications. (i) Each Participating Lender that is not a United States Person (as defined in Section 7701(a)(30) of the Code) (a “Non-U.S. Lender”) shall deliver to the Administrative Borrower and the Administrative Agent on or prior to the Closing Date, or, in the case of a Participating Lender that becomes a Participating Lender pursuant to SECTION 14.08 Section 3.05(b) hereof, on or prior to the date on which such Participating Lender becomes a Participating Lender pursuant to SECTION 14.08Section 3.05(b), a true and accurate IRS Form W-8BEN, W-8IMY (with the necessary attachments), W-8EXP, W-8ECI or any subsequent version thereof or successors thereto and such other documentation prescribed by Applicable Law executed in duplicate by a duly authorized officer of such Participating Lender to the effect that such Participating Lender is eligible as of such date to receive payments hereunder and under the Notes free and clear or at a reduced rate of United States federal withholding tax or, in the case of a Lender that becomes a Participating Lender pursuant to SECTION 14.08Section 3.05(b), that such Participating Lender is subject to United States federal withholding tax at a rate not in excess of the rate to which the assignor was subject as a result of a change Change in lawLaw, as described in SECTION 3.04(e)(ii)(BSection 2.05(e)(ii)(B). A Non-U.S. Lender shall not be required to deliver any form pursuant to this SECTION 3.04(e) that it is not legally able to deliver. (ii) Each Non-U.S. Participating Lender further agrees to deliver to the Administrative Borrower and the Administrative Agent from time to time a true and accurate certificate executed in duplicate by a duly authorized officer of such Participating Lender before or promptly upon the occurrence of any event requiring a change in the most recent certificate previously delivered by it to the Administrative Borrower and the Administrative Agent pursuant to this SECTION 3.04(eSection 2.05(e) (including upon the expiration, obsolescence or invalidity of such form, upon the designation of a new lending office and at such other times as may be necessary in the determination of the Administrative Borrower and the Administrative Agent (each in the reasonable exercise of its discretion)). Each certificate required to be delivered pursuant to this SECTION 3.04(e)(iiSection 2.05(e)(ii) shall certify as to one of the following: (A) that such Participating Lender can receive payments hereunder and under the Notes free and clear or at a reduced rate of United States federal withholding tax (in which case the certificate shall be accompanied by two duly completed copies true and accurate originals of IRS Form W-8BEN, W-8IMY (with the necessary attachments), W-8EXP or W-8ECI, as applicable (or any successor form)); (B) that such Participating Lender is no longer capable of receiving payments hereunder or under the Notes free and clear or at a reduced rate of United States federal withholding tax by reason of a change Change in law Law (including the Code or any applicable tax treaty) after the later of the Closing Date, or in the case of a Participating Lender that becomes a Participating Lender pursuant to SECTION 14.08 Section 3.05(b) hereof, after the date on which the Participating Lender became a Participating Lender pursuant to SECTION 14.08Section 3.05(b); or (C) that such Participating Lender is not capable of receiving payments hereunder free and clear or at a reduced rate of United States federal withholding tax other than by reason of a change Change in law Law (including the Code or applicable tax treaty) after the later of the Closing Date, or in the case of a Lender that becomes a Participating Lender pursuant to SECTION 14.08 Section 3.05(b) hereof, after the date on which the Participating Lender became a Participating Lender pursuant to SECTION 14.08Section 3.05(b).