Common use of Withholding Certificates Clause in Contracts

Withholding Certificates. The Administrative Agent, on the date hereof, and each Lender, upon becoming a Lender hereunder, and each Person to which any Lender grants a participation (or otherwise transfers its interest in this Agreement), agrees that it will deliver, as soon as commercially practicable, to the Borrower and the Administrative Agent (and the Administrative Agent agrees that it will deliver to the Borrower)(i) in the case of the Administrative Agent, Form W-8IMY (together with any withholding statement required by applicable law) in respect of amounts to be received for or on account of the Lenders and Form W-8ECI in respect of amounts to be received for its own account, (ii) in the case of a Lender or Person that is a United States person (as defined in Section 7701(a)(30) of the Code), a copy of a United States Internal Revenue Service Form W 9; or (iii) in the case of a Lender or Person that is not a United States person, a duly completed and executed letter in the form of Exhibit C-1, Exhibit C-2 or Exhibit C-3 (Forms of “Withholding Certificate (Treaty)”, “Withholding Certificate (Effectively Connected)” and “Withholding Certificate (Portfolio Interest)”) as appropriate, and two duly completed copies of United States Internal Revenue Service Form W-8BEN or W-8ECI or successor applicable form, as the case may be, certifying in each case that the Administrative Agent or Lender is entitled to receive payments under this Note without deduction or withholding of any United States federal income or withholding taxes and including, in each case, a U.S. taxpayer identification number (“TIN”) if required by such form or otherwise necessary to obtain the benefits being claimed. Each Lender which delivers to the Borrower and the Administrative Agent a Form W-8BEN or W-8ECI pursuant to the preceding sentence further undertakes to deliver to the Borrower and to the Administrative Agent further copies of said letter and Form W-8BEN or W-8ECI, or successor applicable forms, or other manner of certification or procedure, as the case may be, on or before the date that any such letter or form expires or becomes obsolete or within a reasonable time after gaining knowledge of the occurrence of any event requiring a change in the most recent letter and forms previously delivered by it to the Borrower and the Administrative Agent, and such extensions or renewals thereof as may reasonably be requested by the Borrower or the Administrative Agent, certifying in the case of a Form W-8BEN or W-8ECI that such Lender is entitled to receive payments under this Note and the other Basic Documents without deduction or withholding of any United States federal income or withholding taxes, unless in any such cases an event (including any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent a Lender from duly completing and delivering any such letter or form with respect to it and such Lender advises the Borrower that it is not capable of receiving payments without any deduction or withholding of United States federal income or withholding tax. In the event that any Lender fails or is unable to satisfy the provisions of this Section 2(k), the Borrower, the Administrative Agent and such Lender shall cooperate to find another Person to be substituted for such Lender in the manner provided in Section 10 hereof.

Withholding Certificates. The Administrative Agent, on the date hereof, and each Lender, upon becoming a Any Foreign Lender hereunder, and each Person to which any Lender grants a participation (or otherwise transfers its interest in this Agreement), agrees that it will deliver, as soon as commercially practicable, to the Borrower and the Administrative Agent (and the Administrative Agent agrees that it will deliver to the Borrower)(i) in the case of the Administrative Agent, Form W-8IMY (together with any withholding statement required by applicable law) in respect of amounts to be received for or on account of the Lenders and Form W-8ECI in respect of amounts to be received for its own account, (ii) in the case of a Lender or Person that is a United States person (as defined in Section 7701(a)(30) of the Code), a copy of a United States Internal Revenue Service Form W 9; or (iii) in the case of a Lender or Person that is not a United States person, a duly completed and executed letter in the form of Exhibit C-1, Exhibit C-2 or Exhibit C-3 (Forms of “Withholding Certificate (Treaty)”, “Withholding Certificate (Effectively Connected)” and “Withholding Certificate (Portfolio Interest)”) as appropriate, and two duly completed copies of United States Internal Revenue Service Form W-8BEN or W-8ECI or successor applicable form, as the case may be, certifying in each case that the Administrative Agent or Lender is entitled to receive an exemption from or reduction of withholding Tax with respect to payments under this Note without deduction Agreement or withholding of any United States federal income or withholding taxes and including, in each case, a U.S. taxpayer identification number (“TIN”) if required by such form or otherwise necessary to obtain the benefits being claimed. Each Lender which delivers to the Borrower and the Administrative Agent a Form W-8BEN or W-8ECI pursuant to the preceding sentence further undertakes to other Loan Document shall deliver to the Borrower and (with a copy to the Administrative Agent further copies of said letter and Form W-8BEN or W-8ECIAgent), or successor applicable forms, or other manner of certification or procedure, to such Persons as the case Borrower may bedesignate, on at the time or before times prescribed by applicable law, such properly completed and executed documentation prescribed by applicable law or reasonably requested by the date that any Borrower as will permit such letter payments to be made without withholding or form expires or becomes obsolete or within at a reasonable time after gaining knowledge reduced rate. Without limiting the generality of the occurrence of any event requiring a change in foregoing, to the most recent letter and forms previously delivered extent permitted by it applicable law, each Foreign Lender shall deliver to the Borrower and the Administrative Agent, or to such Persons as they may designate, on or prior to the Effective Date (or, in the case of any Foreign Lender that is an assignee of a Lender, on the date such assignee becomes a party to this Agreement), two accurate and complete original signed copies of IRS Form W-BEN, W-8ECI, W-8IMY or W-8EXP, as appropriate (or any successor or other applicable form prescribed by the IRS), and any other appropriate forms and certificates certifying to such extensions Foreign Lender’s entitlement to a complete exemption from, or renewals thereof a reduced rate in, United States withholding Tax on payments to be made under any Loan Document. If a Foreign Lender is claiming a complete exemption from withholding Tax on interest pursuant to Section 871(h) or 881(c) of the Code, such Foreign Lender shall deliver to the Borrower and the Administrative Agent, or to such Persons as they may designate, on the date specified in the previous sentence (along with two accurate and complete original signed copies of IRS Form W-8BEN, or any successor form thereto, and any other appropriate forms and certificates), a certificate in form and substance reasonably satisfactory to the Borrower stating that (1) the Foreign Lender is not a “bank” for purposes of Section 881(c)(3)(A) of the Code or the obligation of each of the Loan Parties hereunder is not, with respect to such Foreign Lender, a loan agreement entered into in the ordinary course of its trade or business, within the meaning of that Section, (2) the Foreign Lender is not a 10% shareholder of any Loan Party within the meaning of Section 871(h)(3) or 881(c)(3)(B) of the Code, and (3) the Foreign Lender is not a controlled foreign corporation that is related to any Loan Party within the meaning of Section 881(c)(3)(C) of the Code (any such certificate, a “Withholding Certificate”). In addition, each Foreign Lender agrees that from time to time after the Effective Date (or, in the case of any Foreign Lender that is an assignee of a Lender, after the date such assignee becomes a party to this Agreement), when a form or certificate delivered by such Foreign Lender hereunder is invalid, obsolete or inaccurate in any respect, such Foreign Lender shall promptly deliver to the Borrower and the Administrative Agent, or to such Persons as they may designate, two new accurate and complete original signed copies of IRS Form W-8BEN, W-8ECI, W-8IMY or W-8EXP, as appropriate (or any successor or other applicable form prescribed by the IRS), and any other appropriate forms and certificates and, if applicable, a new Withholding Certificate, to confirm or establish the entitlement of such Foreign Lender to an exemption from, or reduction in, United States withholding Tax on payments to be made under any Loan Document. In addition, any Lender (other than a Lender whose name includes “Incorporated,” “Inc.,” “Corporation,” “Corp.”, “P.C.”, “N.A.”, “National Association,” “Insurance Company” or “Assurance Company”) shall, if and when requested by the Borrower or the Administrative Agent, certifying in deliver such documentation prescribed by applicable law or reasonably requested by the case of a Form W-8BEN Borrower or W-8ECI the Administrative Agent as will enable the Borrower or the Administrative Agent to determine that such Lender is entitled not subject to receive payments under this Note and the other Basic Documents without deduction or withholding of any United States federal income backup withholding Tax or withholding taxesinformation reporting requirements. To the extent that such documentation is invalid, unless obsolete or inaccurate in any such cases an event (including respect at any change in treatytime, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent a Lender from duly completing and delivering any such letter or form with respect to it and such Lender advises the Borrower that it is not capable of receiving payments without any deduction or withholding of United States federal income or withholding tax. In the event that any Lender fails or is unable to satisfy the provisions of this Section 2(k), the Borrower, the Administrative Agent and such Lender shall cooperate promptly deliver to find another Person the Borrower and the Administrative Agent, or to be substituted for such Persons as they may designate, revised documentation necessary to confirm or establish the entitlement of such Lender in the manner provided in Section 10 hereofto an exemption from United States backup withholding Tax.

Withholding Certificates. The Administrative Agent, on the date hereofOriginal Effective Date, and each Lender, upon becoming a Lender hereunder, and each Person to which any Lender grants a participation (or otherwise transfers its interest in this AgreementNote), agrees that it will deliver, as soon as commercially practicable, to the Borrower and the Administrative Agent (and the Administrative Agent agrees that it will deliver to the Borrower)(iBorrower) (i) in the case of the Administrative Agent, Form W-8IMY (together with any withholding statement required by applicable law) in respect of amounts to be received for or on account of the Lenders and Form W-8ECI in respect of amounts to be received for its own account, ; (ii) in the case of a Lender or Person that is a United States person (as defined in Section 7701(a)(30) of the Code), a copy of a United States Internal Revenue Service Form W 9; or (iii) in the case of a Lender or Person that is not a United States person, a duly completed and executed letter in the form of Exhibit C-1C-l, Exhibit C-2 or Exhibit C-3 (Forms of “Withholding Certificate (Treaty)”, “Withholding Certificate (Effectively Connected)” and “Withholding Certificate (Portfolio Interest)”) as appropriate, and two duly completed copies of United States Internal Revenue Service Form W-8BEN or W-8ECI or successor applicable form, as the case may be, certifying in each case that the Administrative Agent or Lender is entitled to receive payments under this Note without deduction or withholding of any United States federal income or withholding taxes and including, in each case, a U.S. taxpayer identification number (“TIN”) if required by such form or otherwise necessary to obtain the benefits being claimed. Each Lender which delivers to the Borrower and the Administrative Agent a Form W-8BEN or W-8ECI pursuant to the preceding sentence further undertakes to deliver to the Borrower and to the Administrative Agent further copies of said letter and Form W-8BEN or W-8ECI, or successor applicable forms, or other manner of certification or procedure, as the case may be, on or before the date that any such letter or form expires or becomes obsolete or within a reasonable time after gaining knowledge of the occurrence of any event requiring a change in the most recent letter and forms previously delivered by it to the Borrower and the Administrative Agent, and such extensions or renewals thereof as may reasonably be requested by the Borrower or the Administrative Agent, certifying in the case of a Form W-8BEN or W-8ECI that such Lender is entitled to receive payments under this Note and the other Basic Documents without deduction or withholding of any United States federal income or withholding taxes, unless in any such cases an event (including any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent a Lender from duly completing and delivering any such letter or form with respect to it and such Lender advises the Borrower that it is not capable of receiving payments without any deduction or withholding of United States federal income or withholding tax. In the event that any Lender fails or is unable to satisfy the provisions of this Section 2(k)2.9, the Borrower, the Administrative Agent and such Lender shall cooperate to find another Person to be substituted for such Lender in the manner provided in Section 10 hereof.

Withholding Certificates. Any and all payments to or for the benefit of the Lender under this Note or the other Basic Documents shall be made free and clear of, and without deduction, setoff or counterclaim of any kind whatsoever and in such amount as may be necessary in order that all such payments, after deduction for or on account of, any present or future taxes, levies, imposts, charges or withholdings imposed by the United States of America or any political subdivision thereof, arising or relating to the Loans (excluding taxes (including franchise taxes and minimum taxes) imposed on or measured by the income or capital of the Lender or any branch profits taxes imposed by the United States or any other jurisdiction) shall not be less than the amounts otherwise due and payable under this Note. The Administrative AgentBorrower shall not be required to pay any additional amount to (or indemnify) the Lender under this Section 8 to the extent that the obligation to withhold or pay such amount with respect to indemnified taxes existed on the date that the Lender became a party to this Note (or, in the case of a transferee that is a participation holder, on the date hereofsuch a participation holder became a transferee hereunder) except, and in each Lendercase, to the extent the transferor was entitled to additional payments or indemnification hereunder. The Lender (upon becoming a Lender hereunder, ) and each any Person to which any the Lender grants a participation (or otherwise transfers its interest in this Agreement), Note) as permitted by this Note agrees that it will deliver, as soon as commercially practicable, on the date the Lender or Person becomes a party to the Borrower and the Administrative Agent (and the Administrative Agent agrees that this Note it will deliver to the Borrower)(iBorrower either (A) in if the case of the Administrative Agent, Form W-8IMY (together with any withholding statement required by applicable law) in respect of amounts to be received for or on account of the Lenders and Form W-8ECI in respect of amounts to be received for its own account, (ii) in the case of a Lender or Person that is a United States person (as defined in Section 7701(a)(30) of the Code), a copy two duly and appropriately completed copies of a United States Internal Revenue Service Form W 9; W-9 or any successor applicable form or (iiiB) in if the case of a Lender or Person that is not a United States person, a duly completed and executed letter person as defined in the form of Exhibit C-1Code, Exhibit C-2 or Exhibit C-3 (Forms of “Withholding Certificate (Treaty)”, “Withholding Certificate (Effectively Connected)” and “Withholding Certificate (Portfolio Interest)”) as appropriate, and two duly and appropriately completed copies of United States Internal Revenue Service Form W-8IMY, W-8ECI or W-8BEN or W-8ECI (in the case of the Lender claiming an exemption under the so-called portfolio interest exemption rules, together with an exemption certificate reasonably satisfactory to the Borrower) or successor applicable form, as the case may be, certifying in each case that and, if reasonably requested by the Administrative Agent or Lender is entitled Borrower, any additional statements and forms so requested from time to receive payments under this Note without deduction or withholding of any United States federal income or withholding taxes time and including, in each case, including a U.S. taxpayer identification number (“TIN”) if required by such form or otherwise necessary to obtain any benefit claimed therein. If the benefits being claimed. Each Lender which delivers is required to deliver to the Borrower a form, or certificate pursuant to the preceding sentence, the Lender shall deliver such form or certificate as follows: (x) the Lender party hereto on the Closing Date shall deliver such form or certificate at least five (5) Business Days prior to the first date on which any payment hereunder or under any other Basic Document is payable by the Borrower hereunder for the account of such entity and (y) each assignee or participant shall deliver such form at least five (5) Business Days before the Administrative Agent effective date of such assignment or participation. If the Lender is required to deliver to the Borrower a Form W-9, W-8IMY, W-8ECI or W-8BEN or W-8ECI other form or statement pursuant to the preceding sentence further further, the Lender undertakes to deliver to the Borrower and to the Administrative Agent further copies of said letter and the Form W-8BEN X-0, X-0XXX, X-0XXX or W-8ECIW-8BEN, or successor applicable formsform or other form or certificate, or other manner of certification or procedure, as the case may be, on or at least ten (10) days before the date that any such letter form or form certificate expires or becomes obsolete (which date shall be notified by the Borrower) or within a reasonable time (not to exceed sixty (60) days) after gaining knowledge of the occurrence of any event requiring a change in the most recent letter and forms or certificates previously delivered by it to the Borrower and the Administrative Agent, and such extensions or renewals thereof as may reasonably be requested by the Borrower or the Administrative Agent, certifying in the case of a Form W-8BEN or W-8ECI that such Lender is entitled to receive payments under this Note and the other Basic Documents without deduction or withholding of any United States federal income or withholding taxesBorrower, unless in any such cases an event (including any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent a the Lender from duly completing and delivering any such letter or form with respect to it and such Lender advises the it. The Borrower that it is shall not capable of receiving payments without be obligated to pay any deduction or withholding of United States federal income or withholding tax. In the event that any Lender fails or is unable additional amounts pursuant to satisfy the provisions of this Section 2(k), 8 (or make an indemnification payment pursuant to this Section 8) to the Borrower, the Administrative Agent and such Lender shall cooperate to find another or any other Person (including any Person to which the Lender sells, assigns, grants a participation in, or otherwise transfers, its rights under this Agreement) to the extent the obligation to pay such additional amounts (or such indemnification) would not have arisen but for a failure of the Lender or such Person to comply with its obligations under this Section 8(c). Notwithstanding the foregoing or anything else to the contrary in this Note, no Lender or other Person shall be substituted for such Lender in the manner provided in Section 10 hereofobligated to deliver any form, certificate or document which it cannot deliver as a matter of law.

Withholding Certificates. The Administrative Agent(a) Prior to the Closing Date, on Parent shall deliver to Buyer (i) a properly executed IRS Form W-9 or certificate of non-foreign status in form and substance required under Code Sections 1445 and 1446 from a Selling Entity that is a US Person (or for a Selling Entity that is disregarded as an entity separate from its owner and is owned by a regarded entity that is a US Person, from such US Person); (ii) a certificate duly executed by VS Holdco in form and substance required under Treasury Regulations Section 1.1445-11T, stating that either (A) 50% or more of the value of the gross assets of VS Holdco does not consist of U.S. real property interests within the meaning of Section 897 of the Code and the Treasury Regulations thereunder (“USRPIs”), or (B) 90% or more of the value of the gross assets of VS Holdco does not consist of USRPIs plus cash or cash equivalents; and (iii) one or more certifications in form and substance required under IRS Notice 2018-29 or Proposed Treasury Regulations Section 1.1446(f)- 2 (or any replacement authority that supersedes IRS Notice 2018-29 and/or Proposed Treasury Regulations Section 1.1446(f)-2 after the date hereof) upon which Buyer can properly rely (in Buyer’s reasonable discretion) to avoid or reduce withholding under Section 1446(f)(1) of the Code with respect to any Selling Entity which is not a US Person. (b) In connection with preparing any certification pursuant to Section 6.07(a)(iii), or determining whether any such certification can reasonably be relied on to avoid or reduce withholding under Section 1446(f)(1) of the Code, each of Parent and Buyer shall, and shall cause each Lenderof its Affiliates and VS Holdco to, upon becoming a Lender hereunder, and each Person to which any Lender grants a participation (or otherwise transfers its interest in this Agreement), agrees that it will deliver, as soon as commercially practicable, to the Borrower and the Administrative Agent (and the Administrative Agent agrees that it will deliver to the Borrower)(i) in the case of the Administrative Agent, Form W-8IMY (together with any withholding statement required by applicable law) in respect of amounts to be received for or on account of the Lenders and Form W-8ECI in respect of amounts to be received for its own account, (ii) in the case of a Lender or Person that is a United States person treat Cayman Co2 (as defined in the Restructuring Plan) as not engaged in the conduct of a trade or business within the United States within the meaning of Section 7701(a)(30864 of the Code. (c) Notwithstanding anything in this Agreement to the contrary, Buyer, its Affiliates and the Acquired Companies will be entitled to withhold and deduct from any amounts otherwise payable pursuant to this Agreement such amounts as any such Person is required to deduct and withhold with respect to the making of such payment under the Code or any provision of Applicable Law. Any amounts deducted and withheld in accordance with this Section 6.07(c) will be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made. To the extent that Buyer determines it is required to withhold (other than from the failure to provide any certificates under Section 6.07(a) that exempt the transactions contemplated by this Agreement from withholding under Sections 1445 and 1446 of the Code), a copy it shall give prompt notice to Parent of a United States Internal Revenue Service Form W 9; such requirement and shall work in good faith to avoid or (iii) reduce such withholding in the case of a Lender or Person that is not a United States person, a duly completed and executed letter in the form of Exhibit C-1, Exhibit C-2 or Exhibit C-3 (Forms of “Withholding Certificate (Treaty)”, “Withholding Certificate (Effectively Connected)” and “Withholding Certificate (Portfolio Interest)”) as appropriate, and two duly completed copies of United States Internal Revenue Service Form W-8BEN or W-8ECI or successor applicable form, as the case may be, certifying in each case that the Administrative Agent or Lender is entitled to receive payments under this Note without deduction or withholding of any United States federal income or withholding taxes and including, in each case, a U.S. taxpayer identification number (“TIN”) if required by such form or otherwise necessary to obtain the benefits being claimed. Each Lender which delivers to the Borrower and the Administrative Agent a Form W-8BEN or W-8ECI pursuant to the preceding sentence further undertakes to deliver to the Borrower and to the Administrative Agent further copies of said letter and Form W-8BEN or W-8ECI, or successor applicable forms, or other manner of certification or procedure, as the case may be, on or before the date that any such letter or form expires or becomes obsolete or within a reasonable time after gaining knowledge of the occurrence of any event requiring a change in the most recent letter and forms previously delivered by it to the Borrower and the Administrative Agent, and such extensions or renewals thereof as may reasonably be requested by the Borrower or the Administrative Agent, certifying in the case of a Form W-8BEN or W-8ECI that such Lender is entitled to receive payments under this Note and the other Basic Documents without deduction or withholding of any United States federal income or withholding taxes, unless in any such cases an event (including any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent a Lender from duly completing and delivering any such letter or form accordance with respect to it and such Lender advises the Borrower that it is not capable of receiving payments without any deduction or withholding of United States federal income or withholding tax. In the event that any Lender fails or is unable to satisfy the provisions of this Section 2(k), the Borrower, the Administrative Agent and such Lender shall cooperate to find another Person to be substituted for such Lender in the manner provided in Section 10 hereof.Applicable Law

Withholding Certificates. The Administrative Agent(a) Prior to the Closing Date, on Parent shall deliver to Buyer (i) a properly executed IRS Form W-9 or certificate of non-foreign status in form and substance required under Code Sections 1445 and 1446 from a Selling Entity that is a US Person (or for a Selling Entity that is disregarded as an entity separate from its owner and is owned by a regarded entity that is a US Person, from such US Person); (ii) a certificate duly executed by VS Holdco in form and substance required under Treasury Regulations Section 1.1445-11T, stating that either (A) 50% or more of the value of the gross assets of VS Holdco does not consist of U.S. real property interests within the meaning of Section 897 of the Code and the Treasury Regulations thereunder (“USRPIs”), or (B) 90% or more of the value of the gross assets of VS Holdco does not consist of USRPIs plus cash or cash equivalents; and (iii) one or more certifications in form and substance required under IRS Notice 2018-29 or Proposed Treasury Regulations Section 1.1446(f)-2 (or any replacement authority that supersedes IRS Notice 2018-29 and/or Proposed Treasury Regulations Section 1.1446(f)-2 after the date hereof) upon which Buyer can properly rely (in Buyer’s reasonable discretion) to avoid or reduce withholding under Section 1446(f)(1) of the Code with respect to any Selling Entity which is not a US Person. (b) In connection with preparing any certification pursuant to ‎Section 6.07(a)(iii), or determining whether any such certification can reasonably be relied on to avoid or reduce withholding under Section 1446(f)(1) of the Code, each of Parent and Buyer shall, and shall cause each Lenderof its Affiliates and VS Holdco to, upon becoming a Lender hereunder, and each Person to which any Lender grants a participation (or otherwise transfers its interest in this Agreement), agrees that it will deliver, as soon as commercially practicable, to the Borrower and the Administrative Agent (and the Administrative Agent agrees that it will deliver to the Borrower)(i) in the case of the Administrative Agent, Form W-8IMY (together with any withholding statement required by applicable law) in respect of amounts to be received for or on account of the Lenders and Form W-8ECI in respect of amounts to be received for its own account, (ii) in the case of a Lender or Person that is a United States person treat Cayman Co2 (as defined in the Restructuring Plan) as not engaged in the conduct of a trade or business within the United States within the meaning of Section 7701(a)(30864 of the Code. (c) Notwithstanding anything in this Agreement to the contrary, Buyer, its Affiliates and the Acquired Companies will be entitled to withhold and deduct from any amounts otherwise payable pursuant to this Agreement such amounts as any such Person is required to deduct and withhold with respect to the making of such payment under the Code or any provision of Applicable Law. Any amounts deducted and withheld in accordance with ‎this ‎Section 6.07(c) will be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made. To the extent that Buyer determines it is required to withhold (other than from the failure to provide any certificates under ‎Section 6.07(a) that exempt the transactions contemplated by this Agreement from withholding under Sections 1445 and 1446 of the Code), a copy it shall give prompt notice to Parent of a United States Internal Revenue Service Form W 9; such requirement and shall work in good faith to avoid or (iii) reduce such withholding in the case of a Lender or Person that is not a United States person, a duly completed and executed letter in the form of Exhibit C-1, Exhibit C-2 or Exhibit C-3 (Forms of “Withholding Certificate (Treaty)”, “Withholding Certificate (Effectively Connected)” and “Withholding Certificate (Portfolio Interest)”) as appropriate, and two duly completed copies of United States Internal Revenue Service Form W-8BEN or W-8ECI or successor applicable form, as the case may be, certifying in each case that the Administrative Agent or Lender is entitled to receive payments under this Note without deduction or withholding of any United States federal income or withholding taxes and including, in each case, a U.S. taxpayer identification number (“TIN”) if required by such form or otherwise necessary to obtain the benefits being claimed. Each Lender which delivers to the Borrower and the Administrative Agent a Form W-8BEN or W-8ECI pursuant to the preceding sentence further undertakes to deliver to the Borrower and to the Administrative Agent further copies of said letter and Form W-8BEN or W-8ECI, or successor applicable forms, or other manner of certification or procedure, as the case may be, on or before the date that any such letter or form expires or becomes obsolete or within a reasonable time after gaining knowledge of the occurrence of any event requiring a change in the most recent letter and forms previously delivered by it to the Borrower and the Administrative Agent, and such extensions or renewals thereof as may reasonably be requested by the Borrower or the Administrative Agent, certifying in the case of a Form W-8BEN or W-8ECI that such Lender is entitled to receive payments under this Note and the other Basic Documents without deduction or withholding of any United States federal income or withholding taxes, unless in any such cases an event (including any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent a Lender from duly completing and delivering any such letter or form accordance with respect to it and such Lender advises the Borrower that it is not capable of receiving payments without any deduction or withholding of United States federal income or withholding tax. In the event that any Lender fails or is unable to satisfy the provisions of this Section 2(k), the Borrower, the Administrative Agent and such Lender shall cooperate to find another Person to be substituted for such Lender in the manner provided in Section 10 hereof.Applicable Law