Common use of Status of Administrative Agent Clause in Contracts

Status of Administrative Agent. The Administrative Agent shall deliver the following to the Borrower on or before the date on which it becomes the Administrative Agent under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower): (1) if the Administrative Agent is not acting through a U.S. office, (x) executed copies of IRS Form W‑8BEN-E with respect to any amounts payable to the Administrative Agent for its own account and (y) executed copies of IRS Form W‑8IMY, accompanied by IRS Form W‑8ECI, IRS Form W‑8BEN, IRS Form W‑8BEN-E, and/or other certification documents from each beneficial owner, as applicable with respect to any amounts payable to the Administrative Agent for the account of others; provided, however, that no additional amounts for non-U.S. Taxes and non-U.S. Other Taxes shall be payable by the Borrower under Section 3.01 or Section 3.03(a) if such additional amounts or Other Taxes would not have been payable had the Administrative Agent acted through a U.S. office; provided, further, that such additional amounts for Taxes and Other Taxes shall be payable in accordance with Section 3.01 and Section 3.03(a) to the extent that such Taxes that are payable as a result of a change in law that occurred after the date hereof; and (2) if the Administrative Agent is acting through a U.S. office, (x) executed copies of IRS Form W‑8ECI with respect to any amounts payable to the Administrative Agent for its own account and (y) executed copies of IRS Form W‑8IMY with respect to any amounts payable to the Administrative Agent for the account of others, certifying that it is a “U.S. branch,” that the payments its receives for the account of others are not effectively connected with the conduct of its trade or business within the United States and that it is using such form as evidence of its agreement with the Borrower to be treated as a U.S. person with respect to such payments (and the Borrower and the Administrative Agent agree to so treat the Administrative Agent as a U.S. person with respect to such payments as contemplated by Section 1.1441-1(b)(2)(iv) of the United States Treasury Regulations).

Status of Administrative Agent. The Administrative Agent shall deliver the following to the Borrower on or before the date on which it becomes the Administrative Agent under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower): (1) if the Administrative Agent is not acting through a U.S. office, (x) executed copies of IRS Form W‑8BENW-8BEN-E with respect to any amounts payable to the Administrative Agent for its own account and (y) executed copies of IRS Form W‑8IMYW-8IMY, accompanied by IRS Form W‑8ECIW-8ECI, IRS Form W‑8BENW-8BEN, IRS Form W‑8BENW-8BEN-E, and/or other certification documents from each beneficial owner, as applicable with respect to any amounts payable to the Administrative Agent for the account of others; provided, however, that no additional amounts for non-U.S. Taxes and non-U.S. Other Taxes shall be payable by the Borrower under Section 3.01 or Section 3.03(a) if such additional amounts or Other Taxes would not have been payable had the Administrative Agent acted through a U.S. office; provided, further, that such additional amounts for Taxes and Other Taxes shall be payable in accordance with Section 3.01 and Section 3.03(a) to the extent that such Taxes that are payable as a result of a change in law that occurred after the date hereof; and (2) if the Administrative Agent is acting through a U.S. office, (x) executed copies of IRS Form W‑8ECI W-8ECI with respect to any amounts payable to the Administrative Agent for its own account and (y) executed copies of IRS Form W‑8IMY W-8IMY with respect to any amounts payable to the Administrative Agent for the account of others, certifying that it is a “U.S. branch,” that the payments its receives for the account of others are not effectively connected with the conduct of its trade or business within the United States and that it is using such form as evidence of its agreement with the Borrower to be treated as a U.S. person with respect to such payments (and the Borrower and the Administrative Agent agree to so treat the Administrative Agent as a U.S. person with respect to such payments as contemplated by Section 1.1441-1(b)(2)(iv) of the United States Treasury Regulations).

Status of Administrative Agent. The Administrative Agent shall deliver the following to the Borrower on or before the date on which it becomes the Administrative Agent under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower): (1) if the Administrative Agent is not acting through a U.S. office, (x) executed copies of executed IRS Form W‑8BENW-8BEN-E with respect to any amounts payable to the Administrative Agent 57 for its own account and (y) executed copies of executed IRS Form W‑8IMYW-8IMY, accompanied by IRS Form W‑8ECIW-8ECI, IRS Form W‑8BENW-8BEN, IRS Form W‑8BENW-8BEN-E, and/or other certification documents from each beneficial owner, as applicable applicable, with respect to any amounts payable to the Administrative Agent for the account of others; provided, however, that no additional amounts for non-U.S. Taxes and non-U.S. Other Taxes shall be payable by the Borrower under this Section 3.01 or Section 3.03(a) if such additional amounts or Other Taxes would not have been payable had the Administrative Agent acted through a U.S. office; provided, further, that such additional amounts for Taxes and or Other Taxes shall be payable in accordance with this Section 3.01 and Section 3.03(a) to the extent that such Taxes that are payable as a result of a change in law that occurred after the date hereof; and (2) if the Administrative Agent is acting through a U.S. office, (x) executed copies of executed IRS Form W‑8ECI W-8ECI with respect to any amounts payable to the Administrative Agent for its own account and (y) executed copies of executed IRS Form W‑8IMY W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W-8BEN-E, and/or other certification documents from each beneficial owner, as applicable, with respect to any amounts payable to the Administrative Agent for the account of others, certifying that it is a “U.S. branch,” that the payments its receives for the account of others are not effectively connected with the conduct of its trade or business within the United States and that it is using such form as evidence of its agreement with the Borrower to be treated as a U.S. person with respect to such payments (and the Borrower and the Administrative Agent agree to so treat the Administrative Agent as a U.S. person with respect to such payments as contemplated by Section 1.1441-1(b)(2)(iv) of the United States Treasury Regulations).

Status of Administrative Agent. The Administrative Agent shall deliver the following to the Borrower on or before the date on which it becomes the Administrative Agent under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower): (1) if the Administrative Agent is not acting through a U.S. office, (x) executed copies of executed IRS Form W‑8BENW-8BEN-E with respect to any amounts payable to the Administrative Agent for its own account and (y) executed copies of executed IRS Form W‑8IMYW-8IMY, accompanied by IRS Form W‑8ECIW-8ECI, IRS Form W‑8BENW-8BEN, IRS Form W‑8BENW-8BEN-E, and/or other certification documents from each beneficial owner, as applicable applicable, with respect to any amounts payable to the Administrative Agent for the account of others; provided, however, that no additional amounts for non-U.S. Taxes and non-U.S. Other Taxes shall be payable by the Borrower under this Section 3.01 or Section 3.03(a) if such additional amounts or Other Taxes would not have been payable had the Administrative Agent acted through a U.S. office; provided, further, that such additional amounts for Taxes and or Other Taxes shall be payable in accordance with this Section 3.01 and Section 3.03(a) to the extent that such Taxes that are payable as a result of a change in law that occurred after the date hereof; and (2) if the Administrative Agent is acting through a U.S. office, (x) executed copies of executed IRS Form W‑8ECI W-8ECI with respect to any amounts payable to the Administrative Agent for its own account and (y) executed copies of executed IRS Form W‑8IMY W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W-8BEN-E, and/or other certification documents from each beneficial owner, as applicable, with respect to any amounts payable to the Administrative Agent for the account of others, certifying that it is a “U.S. branch,” that the payments its receives for the account of others are not effectively connected with the conduct of its trade or business within the United States and that it is using such form as evidence of its agreement with the Borrower to be treated as a U.S. person with respect to such payments (and the Borrower and the Administrative Agent agree to so treat the Administrative Agent as a U.S. person with respect to such payments as contemplated by Section 1.1441-1(b)(2)(iv) of the United States Treasury Regulations).

Status of Administrative Agent. The Any Administrative Agent shall deliver the following that is entitled to an exemption from or reduction of U.S. federal withholding Tax with respect to payments made under any Loan Document shall, to the extent legally entitled to do so, deliver to the Borrower, at the time or times reasonably requested in writing by the Borrower, such properly completed and executed documentation reasonably requested in writing by the Borrower as will permit such payments to be made without withholding or at a reduced rate of withholding. Notwithstanding anything to the contrary in this Section 4.1(h), the completion, execution and submission of such documentation shall not be required if in the Administrative Agent’s reasonable judgment such completion, execution or submission would subject such Administrative Agent to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Administrative Agent. On or before the date of this Credit Agreement, the Administrative Agent (or any successor or replacement Administrative Agent, on or before the date on which it becomes the Administrative Agent under this Agreement hereunder), shall deliver to the Borrower two (2) copies of properly completed and from time to time thereafter upon the reasonable request of the Borrower): (1) if the Administrative Agent is not acting through a U.S. office, duly executed (x) executed copies of IRS Form W‑8BEN-E W-9, or (y) IRS Form W-8ECI (with respect to any amounts payable payments to the Administrative Agent for be received on its own account behalf) and (y) executed copies of IRS Form W‑8IMY, accompanied by IRS Form W‑8ECI, IRS Form W‑8BEN, IRS Form W‑8BEN-E, and/or other certification documents from each beneficial owner, as applicable with respect to any amounts payable to the Administrative Agent for the account of others; provided, however, that no additional amounts for non-U.S. Taxes and non-U.S. Other Taxes shall be payable by the Borrower under Section 3.01 or Section 3.03(a) if such additional amounts or Other Taxes would not have been payable had the Administrative Agent acted through a U.S. office; provided, further, that such additional amounts for Taxes and Other Taxes shall be payable in accordance with Section 3.01 and Section 3.03(a) to the extent that such Taxes that are payable as a result of a change in law that occurred after the date hereof; and W-8IMY (2) if the Administrative Agent is acting through a U.S. office, (x) executed copies of IRS Form W‑8ECI with respect to any amounts payable to the Administrative Agent for its own account and (y) executed copies of IRS Form W‑8IMY with respect to any amounts payable to the Administrative Agent for the account of others, certifying that it is either a “qualified intermediary” within the meaning of United Treasury Regulation Section 1.1441-1(e)(5) that has assumed primary withholding obligations under the Internal Revenue Code, including Chapters 3 and 4 of the Internal Revenue Code, or a “U.S. branch,” that the payments its receives for the account of others are not effectively connected with the conduct of its trade or business within the meaning of United States and Treasury Regulation Section 1.1441-1(b)(2)(iv) that it is using such form as evidence of its agreement with the Borrower to be treated as a U.S. person for purposes of withholding obligations under the Internal Revenue Code) (with respect to such any payments (and the Borrower and received by the Administrative Agent agree on the account of others), with the effect that, in either case, the Borrower Parties will be entitled to so treat make payments hereunder to the Administrative Agent as a without withholding or deduction on account of U.S. person with respect to such payments as contemplated by Section 1.1441-1(b)(2)(iv) of the United States Treasury Regulations)federal withholding Tax.