Common use of Tax Forms and Certificates Clause in Contracts

Tax Forms and Certificates. Each Lender that is a U.S. Person shall, on or prior to the date of its execution and delivery of this Agreement in the case of each Lender listed on the signature pages thereof and on or prior to the date on which it becomes a Lender in the case of each other Lender, and from time to time thereafter as required by law on or prior to the expiration of the form or certificate most recently provided, provide the Borrower, the Depositary, and the Agent with true, complete and correct Internal Revenue Service Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding Tax. Each Lender organized under the laws of a jurisdiction outside the United States (a “Non-U.S. Lender”) shall to the extent it is legally entitled to do so, on or prior to the date of its execution and delivery of this Agreement in the case of each Lender listed on the signature pages thereof and on or prior to the date on which it becomes a Lender in the case of each other Lender, and from time to time thereafter as required by law on or prior to the expiration of the form or certificate most recently provided, provide the Borrower, the Depositary and the Agent with true, complete and correct (i) Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8IMY or W-8-ECI, as appropriate, or any successor form prescribed by the Internal Revenue Service, certifying that such Lender is entitled to benefits under an income tax treaty to which the United States is a party which reduces or eliminates withholding Tax on payments of interest or certifying that the income receivable pursuant to this Agreement is effectively connected with the conduct of a trade or business in the United States or (ii) any other form or certificate required by any United States taxing authority (including any certificate required by Sections 871(h) and 881(c) of the Internal Revenue Code), certifying that such Lender is entitled to an exemption from Tax on payments pursuant to this Agreement or any of the other Loan Documents. If a Lender or Protected Party sells, assigns or transfers any participation in a Loan to another Person, such Lender or Protected Party shall provide any new forms required as a result of such sale or transfer (including, if necessary, Internal Revenue Service Form W-8IMY). Additionally, each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower, the Depositary and the Agent in writing of its legal inability to do so.

Tax Forms and Certificates. Each Lender that is a U.S. Person person shall, on or prior to the date of its execution and delivery of this Agreement in the case of each Lender listed on the signature pages thereof and on or prior to the date on which it becomes a Lender in the case of each other Lender, and from time to time thereafter as required by law on or prior to the expiration of the form or certificate most recently provided, provide the Borrower, the Depositary, Borrower and the Agent with true, complete and correct Internal Revenue Service Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding Taxtax. Each Lender organized under the laws of a jurisdiction outside the United States (a “Non-U.S. Lender”) shall to the extent it is legally entitled to do soshall, on or prior to the date of its execution and delivery of this Agreement in the case of each Lender listed on the signature pages thereof and on or prior to the date on which it becomes a Lender in the case of each other Lender, and from time to time thereafter as required by law on or prior to the expiration of the form or certificate most recently provided, provide the Borrower, the Depositary Borrower and the Agent with true, complete and correct (i) Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8IMY W‑8‑BEN or W-8-ECIW‑8‑ECI, as appropriate, or any successor form prescribed by the Internal Revenue Service, certifying that such Lender is entitled to benefits under an income tax treaty to which the United States is a party which reduces or eliminates to zero the rate of withholding Tax tax on payments of interest or certifying that the income receivable pursuant to this Agreement is effectively connected with the conduct of a trade or business in the United States or (ii) any other form or certificate required by any United States taxing authority (including any certificate required by Sections 871(h) and 881(c) of the Internal Revenue Code), certifying that such Lender is entitled to an exemption from Tax tax on payments pursuant to this Agreement or any of the other Loan Documents. If Additionally, if a Lender or Protected Party sells, assigns or transfers any participation in a Loan to another Person, such Lender or Protected Party shall provide any new forms required as a result of such sale or transfer (including, if necessary, Internal Revenue Service Form W-8IMYW‑8IMY). Additionally, each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower, the Depositary and the Agent in writing of its legal inability to do so.

Tax Forms and Certificates. Each Lender that is a U.S. Person person shall, on or prior to the date of its execution and delivery of this Agreement in the case of each Lender listed on the signature pages thereof and on or prior to the date on which it becomes a Lender in the case of each other Lender, and from time to time thereafter as required by law on or prior to the expiration of the form or certificate most recently provided, provide the Borrower, the Depositary, Borrower and the Agent with true, complete and correct Internal Revenue Service Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding Tax. Each Lender organized under the laws of a jurisdiction outside the United States (a “Non-U.S. Lender”) shall to the extent it is legally entitled to do soshall, on or prior to the date of its execution and delivery of this Agreement in the case of each Lender listed on the signature pages thereof and on or prior to the date on which it becomes a Lender in the case of each other Lender, and from time to time thereafter as required by law on or prior to the expiration of the form or certificate most recently provided, provide the Borrower, the Depositary Borrower and the Agent with true, complete and correct (i) Internal Revenue Service Form W-8BENW8BEN, W-8BEN-E, W-8IMY or W-8-ECIW8ECI, as appropriate, or any successor form prescribed by the Internal Revenue Service, certifying that such Lender is entitled to benefits under an income tax treaty to which the United States is a party which reduces or eliminates to zero the rate of withholding Tax on payments of interest or certifying that the income receivable pursuant to this Agreement is effectively connected with the conduct of a trade or business in the United States or (ii) any other form or certificate required by any United States taxing authority (including any certificate required by Sections 871(h) and 881(c) of the Internal Revenue Code), certifying that such Lender is entitled to an exemption from Tax on payments pursuant to this Agreement or any of the other Loan Documents. If Additionally, if a Lender or Protected Party sells, assigns or transfers any participation in a Loan to another Person, such Lender or Protected Party shall provide any new forms required as a result of such sale or transfer (including, if necessary, Internal Revenue Service Form W-8IMYW8IMY). Additionally, each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower, the Depositary and the Agent in writing of its legal inability to do so.

Tax Forms and Certificates. Each Lender that is a U.S. Person ”United States person” under the Code shall, on or prior to the date of its execution and delivery of this Agreement in the case of each Lender listed on the signature pages thereof and on or prior to the date on which it becomes a Lender in the case of each other Lender, and from time to time thereafter as required by law on or prior to the expiration of the form or certificate most recently provided, provide the Borrower, the Depositary, Borrower and the Agent with true, complete and correct Internal Revenue Service Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding Tax. Each Lender organized which is not a “United States person” under the laws of a jurisdiction outside the United States Code (a “Non-U.S. Lender”) shall to the extent it is legally entitled to do soshall, on or prior to the date of its execution and delivery of this Agreement in the case of each Lender listed on the signature pages thereof and on or prior to the date on which it becomes a Lender in the case of each other Lender, and from time to time thereafter as required by law on or prior to the expiration of the form or certificate most recently provided, provide the Borrower, the Depositary Borrower and the Agent with true, complete and correct (i) Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8IMY or W-8-ECI, as appropriate, or any successor form prescribed by the Internal Revenue Service, certifying that such Lender is entitled to benefits under an income tax treaty to which the United States is a party which reduces or eliminates to zero the rate of United States Federal withholding Tax on payments of interest or certifying that the income receivable pursuant to this Agreement is effectively connected with the conduct of a trade or business in the United States or (ii) any other form or certificate required by any United States taxing authority (including any certificate required by Sections 871(h) and 881(cto the effect that such Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, a “10 percent shareholder” of the Borrower (or, in the event the Borrower is a disregarded entity for U.S. federal income tax purposes, the sole regarded owner of Borrower) within the meaning of Section 871(h)(3)(B) of the Code, or a “controlled foreign corporation” related to the Borrower (or, in the event the Borrower is a disregarded entity for U.S. federal income tax purposes, the sole regarded owner of the Borrower) as described in Section 881(c)(3)(C) of the Code), certifying that such Lender is entitled to an exemption from United States Federal withholding Tax on payments pursuant to this Agreement or any of the other Loan Documents. If Additionally, if a Lender or Protected Party sells, assigns or transfers any participation in a Loan to another Person, such Lender or [Warehouse Loan Agreement] Protected Party shall provide any new forms required as a result of such sale or transfer (including, if necessary, Internal Revenue Service Form W-8IMY). Additionally, each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower, the Depositary and the Agent in writing of its legal inability to do so.

Tax Forms and Certificates. Each Lender that is a U.S. Person person shall, on or prior to the date of its execution and delivery of this Agreement in the case of each Lender listed on the signature pages thereof and on or prior to the date on which it becomes a Lender in the case of each other Lender, and from time to time thereafter as required by law on or prior to the expiration of the form or certificate most recently provided, provide the Borrower, the Depositary, Borrower and the Agent with true, complete and correct Internal Revenue Service Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding Tax. Each Lender organized under the laws of a jurisdiction outside the United States (a “Non-U.S. Lender”) shall to the extent it is legally entitled to do soshall, on or prior to the date of its execution and delivery of this Agreement in the case of each Lender listed on the signature pages thereof and on or prior to the date on which it becomes a Lender in the case of each other Lender, and from time to time thereafter as required by law on or prior to the expiration of the form or certificate most recently provided, provide the Borrower, the Depositary Borrower and the Agent with true, complete and correct (i) Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8IMY or W-8-ECI, as appropriate, or any successor form prescribed by the Internal Revenue Service, certifying that such Lender is entitled to benefits under an income tax treaty to which the United States is a party which reduces or eliminates to zero the rate of withholding Tax on payments of interest or certifying that the income receivable pursuant to this Agreement is effectively connected with the conduct of a trade or business in the United States or (ii) any other form or certificate required by any United States taxing authority (including any certificate required by Sections 871(h) and 881(c) of the Internal Revenue Code), certifying that such Lender is entitled to an exemption from Tax on payments pursuant to this Agreement or any of the other Loan Documents. If a Lender or Protected Party sells, assigns or transfers any participation in a Loan to another Person, such Lender or Protected Party shall provide any new forms required as a result of such sale or transfer (including, if necessary, Internal Revenue Service Form W-8IMY). Additionally, each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower, the Depositary and the Agent in writing of its legal inability to do so.the