Common use of U.S. Tax Certificates Clause in Contracts

U.S. Tax Certificates. Each Lender that is organized under the --------------------- laws of any jurisdiction other than the United States or any state or other political subdivision thereof shall deliver to Agent for transmission to Company, on or prior to the Closing Date (in the case of each Lender listed on the signature pages hereof) or on the date of the Assignment and Acceptance pursuant to which it becomes a Lender (in the case of each other Lender), and at such other times as may be necessary in the determination of Company or Agent (each in the reasonable exercise of its discretion), such certificates, documents or other evidence, properly completed and duly executed by such Lender (including, without limitation, Internal Revenue Service Form 1001 or Form 4224 or any other certificate or statement of exemption required by Treasury Regulations Section 1.1441-4(a) or Section 1.1441-6(c) or any successor thereto) to establish that such Lender is not subject to deduction or withholding of United States federal income tax under Section 1441 or 1442 of the Internal Revenue Code or otherwise (or under any comparable provisions of any successor statute) with respect to any payments to such Lender of principal, interest, fees or other amounts payable under any of the Loan Documents. Company shall not be required to pay any additional amount to any such Lender under clause (c) of subsection 2.7B(ii) if such Lender shall have failed to satisfy the requirements of the immediately preceding sentence; provided that if such Lender shall have -------- satisfied such requirements on the Closing Date (in the case of each Lender listed on the signature pages hereof) or on the date of the Assignment and Acceptance pursuant to which it became a Lender (in the case of each other Lender), nothing in this subsection 2.7B(iii) shall relieve Company of its obligation to pay any additional amounts pursuant to clause (c) of subsection 2.7B(ii) in the event that, as a result of any change in applicable law, such Lender is no longer properly entitled to deliver certificates, documents or other evidence at a subsequent date establishing the fact that such Lender is not subject to withholding as described in the immediately preceding sentence.

U.S. Tax Certificates. Each Lender that is organized under the --------------------- laws of any jurisdiction other than the United States or any state or other political subdivision thereof shall deliver to Managing Agent for transmission to CompanyBorrower, on or prior to the Closing Restatement Effective Date (in the case of each Lender listed on the signature pages hereof) or on the date of the Assignment and Acceptance pursuant to which it becomes a Lender (in the case of each other Lender), and at such other times as may be necessary in the determination of Company Borrower or Managing Agent (each in the reasonable exercise of its discretion), such certificates, documents or other evidence, properly completed and duly executed by such Lender (including, without limitation, Internal Revenue Service Form 1001 or Form 4224 or any other certificate or statement of exemption required by Treasury Regulations Section 1.1441-4(a) or Section 1.1441-6(c) or any successor thereto) to establish that such Lender is not subject to deduction or withholding of United States federal income tax under Section 1441 or 1442 of the Internal Revenue Code or otherwise (or under any comparable provisions of any successor statute) with respect to any payments to such Lender of principal, interest, fees or other amounts payable under any of the Loan Documents. Company Borrower shall not be required to pay any additional amount to any such Lender under clause (c) of subsection 2.7B(ii) if such Lender shall have failed to satisfy the requirements of the immediately preceding sentence; provided that if such Lender shall have -------- satisfied such requirements on the Closing Restatement Effective Date (in the case of each Lender listed on the signature pages hereof) or on the date of the Assignment and Acceptance pursuant to which it became a Lender (in the case of each other Lender), nothing in this subsection 2.7B(iii) shall relieve Company Borrower of its obligation to pay any additional amounts pursuant to clause (c) of subsection 2.7B(ii) in the event that, as a result of any change in applicable law, such Lender is no longer properly entitled to deliver certificates, documents or other evidence at a subsequent date establishing the fact that such Lender is not subject to withholding as described in the immediately preceding sentence.

U.S. Tax Certificates. Each Lender that is organized under the --------------------- laws of any jurisdiction other than the United States or any state or other political subdivision thereof shall deliver to the Agent for transmission to Companythe Borrower, on or prior to the Closing Effective Date (in the case of each Lender listed on the signature pages hereof) or on the effective date of the Assignment and Acceptance Agreement pursuant to which it becomes a Lender (in the case of each other Lender), and at such other times as may be necessary in the determination of Company the Borrower or the Agent (each in the reasonable exercise of its discretion), such certificates, documents or other evidence, properly completed and duly executed by such Lender (including, without limitation, Internal Revenue Service Form 1001 or Form 4224 or any other certificate or statement of exemption required by Treasury Regulations Section 1.1441-4(a) or Section 1.1441-6(c) or any successor thereto) to establish that such Lender is not subject to deduction de duction or withholding of United States federal income tax under Section 1441 or 1442 of the Internal Revenue Code or otherwise (or under any comparable provisions of any successor statute) with respect to any payments to such Lender of principal, interest, fees or other amounts payable under any of the Loan Documents. Company The Borrower shall not be required to pay any additional amount to any such Lender under clause subsection (cb)(iii) of subsection 2.7B(ii) above if such Lender shall have failed to satisfy the requirements of the immediately preceding sentence; provided that if such Lender shall have -------- satisfied such requirements on the Closing Effective Date (in the case of each Lender listed on the signature pages hereof) or on the effective date of the Assignment and Acceptance Agreement pursuant to which it became a Lender (in the case of each other Lender), nothing in this subsection 2.7B(iii) shall relieve Company the Borrower of its obligation to pay any additional amounts pursuant to clause subsection (c) of subsection 2.7B(iib)(iii) in the event that, as a result of any change in applicable law, such Lender is no longer properly entitled to deliver certificates, documents or other evidence at a subsequent date establishing the fact that such Lender is not subject to withholding as described in the immediately preceding sentence.

U.S. Tax Certificates. Each Lender that is organized under the --------------------- laws of any jurisdiction other than the United States or any state or other political subdivision thereof shall deliver to the Administrative Agent for transmission to Companythe Parent, on or prior to the Closing Effective Date (in the case of each Lender listed on the signature pages hereof) or on the effective date of the Assignment and Acceptance Assumption or master assignment and assumption agreement pursuant to which it becomes a Lender in accordance with Section 2.7(c) or 11.6 (in the case of each other Lender), and at such other times as may be necessary in the determination of Company the Parent, any Loan Party or the Administrative Agent (each in the reasonable exercise of its discretion), such certificates, documents or other evidence, properly completed and duly executed by such Lender (including, without limitation, Internal Revenue Service Form 1001 W8-BEN or Form 4224 or any other certificate or statement of exemption required by Treasury Regulations Section 1.1441W8-4(a) or Section 1.1441-6(c) or any successor theretoECI) to establish that such Lender is not subject to deduction or withholding of United States federal income tax under Section 1441 1441, 1442 or 1442 3406 of the Internal Revenue Code or otherwise (or under any comparable provisions of any successor statute) with respect to any payments to such Lender of principal, interest, fees or other amounts payable under any of the Loan Documents. Company No Loan Party shall not be required to pay any additional amount to any such Lender under clause (c) of subsection 2.7B(iiSection 3.6(a)(iii) if such Lender shall have failed to satisfy the requirements of the immediately preceding sentence; provided that if such Lender shall have -------- satisfied such requirements on the Closing Effective Date (in the case of each Lender listed on the signature pages hereof) or on the effective date of the Assignment and Acceptance Assumption or master assignment and assumption agreement pursuant to which it became a Lender (in the case of each other Lender), nothing in this subsection 2.7B(iii) shall relieve Company any Loan Party of its obligation to pay any additional amounts pursuant to clause (c) of subsection 2.7B(iiSection 3.6(a)(iii) in the event that, as a result of any change in applicable lawlaw (including, without limitation, any change in the interpretation thereof), such Lender is no longer properly entitled to deliver certificates, documents or other evidence at a subsequent date establishing the fact that such Lender is not subject to withholding as described in the immediately preceding sentence.

U.S. Tax Certificates. Each Lender that is organized under the --------------------- laws of any jurisdiction other than the United States or any state or other political subdivision thereof shall deliver to the Administrative Agent for transmission to CompanyBorrower, on or prior to the Closing Effective Date (in the case of each Lender listed on the signature pages hereof) or on the effective date of the Assignment and Acceptance Agreement pursuant to which it becomes a Lender (in the case of each other Lender), and at such other times as may be necessary in the determination of Company Borrower or the Administrative Agent (each in the reasonable exercise of its discretion), such certificates, documents or other evidence, properly completed and duly executed by such Lender (includingincluding in the case of a foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, without limitationexecuted copies of IRS Form W-8BEN-E and/or, Internal Revenue Service as applicable, IRS Form 1001 W-8IMY establishing an exemption from, or Form 4224 or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other certificate applicable payments under any Loan Document, IRS Form W-8BEN-E and/or, as applicable, IRS Form W-8IMY establishing an exemption from, or statement reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of exemption required by Treasury Regulations Section 1.1441-4(a) or Section 1.1441-6(c) or any successor theretosuch tax treaty, and/or, as applicable IRS Form W-8ECI) to establish that such Lender is not subject to deduction or withholding of United States federal income tax under Section 1441 or 1442 of the Internal Revenue Code or otherwise (or under any comparable provisions of any successor statute) with respect to any payments to such Lender of principal, interest, fees or other amounts payable under any of the Loan Documents. Company Borrower shall not be required to pay any additional amount to any such Lender under clause (c) of subsection 2.7B(ii) if such Lender shall have failed to satisfy the requirements of the immediately preceding sentence; provided that if such Lender shall have -------- satisfied such requirements on the Closing Effective Date (in the case of each Lender listed on the signature pages hereof) or on the effective date of the Assignment and Acceptance Agreement pursuant to which it became a Lender (in the case of each other Lender), nothing in this subsection 2.7B(iii) shall relieve Company Borrower of its obligation to pay any additional amounts pursuant to clause (c) of subsection 2.7B(ii) in the event that, as a result of any change in applicable law, such Lender is no longer properly entitled to deliver certificates, documents or other evidence at a subsequent date establishing the fact that such Lender is not subject to withholding as described in the immediately preceding sentence. Borrower hereby acknowledges that Lender will be eligible for the benefits of the exemption for portfolio interest under Section 881(c) of the Code, upon delivering to the Borrower on or prior to the Effective Date (and from time to time thereafter upon the reasonable request of the Borrower or as required by applicable law) (x) a properly completed and executed appropriate IRS Form W-8BEN-E and/or, as applicable, IRS Form W-8IMY and (y) a U.S. tax compliance certificate substantially in the form of Schedule C to the effect that such Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “ten percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code.