Withholding Exemption Certificates. Administrative Agent on the Closing Date and each Lender upon becoming a Lender hereunder including any entity to which any Lender grants a participation or otherwise transfers its interest in this Agreement agrees that it will deliver to Administrative Agent and Borrower either (A) a statement that it is formed under the laws of the United States of America or a state thereof or (B) if it is not so incorporated, two duly completed copies of United States Internal Revenue Service Form W-8ECI or W-8BEN or successor applicable form, as the case may be, certifying in each case that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes. Each Lender which delivers to Borrower and Administrative Agent a Form W-8ECI or W-8BEN pursuant to the preceding sentence further undertakes to deliver to Borrower and Administrative Agent further copies of the said letter and Form W-8ECI or W-8BEN, 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 Borrower, and such extensions or renewals thereof as may reasonably be requested by Borrower, certifying in the case of a Form W-8ECI or W-8BEN that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes, unless in any such cases an event (including any change in any 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 reasonably prevent a Lender from duly completing and delivering any such letter or form with respect to it and such Lender advises Borrower that it is not capable of receiving payments without any deduction or withholding of United States federal income tax, and in the case of Form W-8ECI or W-8BEN, establishing an exemption from United States backup withholding tax. Borrower shall not be obligated, however, to pay any additional amounts in respect of United States Federal income tax pursuant to Section 2.4.4.1 (or make an indemnification payment pursuant to Section 2.4.4.2) to any Lender (including any entity to which any Lender sells, assigns, ...
Withholding Exemption Certificates. On or prior to the applicable Closing Day, each holder of the Notes which is not organized under the laws of the United States of America or a state thereof shall deliver to the Company such certificates and other evidence as the Company may reasonably request to establish that such holder is entitled to receive payments under the Notes without deduction or withholding of any United States federal income taxes. Each such holder further agrees (i) promptly to notify the Company of any change of circumstances (including any change in any treaty, law or regulation) which would prevent such holder from receiving payments under the Notes without any deduction or withholding of such taxes, and (ii) on or before the date that any certificate or other form delivered by such holder under this Section 14.4(b) expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent such certificate or form previously delivered by such holder, to deliver to the Company a new certificate or form, certifying that such holder is entitled to receive payments under the Notes without deduction or withholding of such taxes. If any holder of the Notes which is not organized under the laws of the United States of America or a state thereof fails to provide to the Company pursuant to this Section 14.4(b) (or in the case of a transferee of a Note, Section 13.2) any certificates or other evidence required by such provision to establish that such holder is, at the time it becomes a holder, entitled to receive payments under the Notes without deduction or withholding of any United States federal income taxes, such holder shall not be entitled to any indemnification under Section 14.4(a) for any Taxes imposed on such holder.
Withholding Exemption Certificates. Within 30 days after becoming a party hereto and on or before the date, if any, such Lender (or participant, as applicable) changes its applicable lending office by designating a different lending office, and from time to time thereafter as reasonably requested in writing by Administrative Agent or the Borrower (but only so long thereafter as such Lender remains lawfully able to do so): (i) each Lender that is a US Person that is not a “domestic” corporation (as defined in IRC Section 7701) shall provide each of the Administrative Agent and the Borrower with one original US Internal Revenue Service Form W-9, or any successor or other form prescribed by the US Internal Revenue Service, properly completed and duly executed by an officer, and satisfactory to the Administrative Agent and the Borrower and (ii) each Lender that is organized under the laws of a jurisdiction outside the US shall provide each of the Administrative Agent and the Borrower with either: (A) two original US Internal Revenue Service Forms W-8ECI, W-8BEN or W-8IMY, as appropriate, or any successor or other form prescribed by the US Internal Revenue Service, properly completed and duly executed by an officer, and reasonably satisfactory to the Administrative Agent and the Borrower or (B) a certificate that it is not (i) a “bank” (as defined in IRC Section 881(c)(3)(A)), (ii) a 10% shareholder (within the meaning of IRC Section 871(h)(3)(B)) of the Borrower or (iii) a controlled foreign corporation related to the Borrower (within the meaning of IRC Section 864(d)(4)), and two original US Internal Revenue Service Form W-8BEN or Form W-8IMY, as appropriate, or any successor or other form prescribed by the US Internal Revenue Service, properly completed and duly executed by an officer, reasonably satisfactory to the Administrative Agent and the Borrower. Each Lender shall deliver such new forms and documents prescribed by the US Internal Revenue Service upon the expiration or obsolescence of any previously delivered forms or other documents referred to in this Section 2.12, or after the occurrence of any event requiring a change in the most recent forms or other documents delivered by such Lender. Such Lender shall promptly provide written notice to each of the Administrative Agent and the Borrower at any time it determines that it is no longer in a position to provide any previously delivered form or other document (or any other form of certification adopted by the US Internal Revenue Service...
Withholding Exemption Certificates. Each Lender agrees that it will deliver to Borrower and Agent, upon the reasonable request of Borrower or Agent, either (i) a statement that it is incorporated under the laws of the United States of America or a state thereof, or (ii) if it is not so incorporated, two duly completed copies of United States Internal Revenue Service Form 1001 or 4224 or successor applicable form, as the case may be, certifying in each case that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes.
Withholding Exemption Certificates. Nothing in this Section 2.4(g) shall be construed to require any Agent or any Lender to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower or any other Person. Each Agent and Lender, on or before the Closing Date, agree that they will deliver to Borrower and the Administrative Agent (in case of a Lender) (and the Administrative Agent agrees that it will deliver to Borrower) either (i) Internal Revenue Service Form W-9 if it is a United States person (as defined in Section 7701(a)(30) of the Code); or (ii) if it is not a United States person, two (2) duly completed copies of United States Internal Revenue Service Form W-8BEN, W-8ECI, or a certificate substantially in the form of Exhibit C (“Withholding Certificate (Portfolio Interest)”) or a successor applicable form, as the case may be, certifying in each case that such Agent or Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes. Each Lender which delivers to Borrower and the Administrative Agent a Form W-8BEN (claiming an exemption under an applicable treaty or a portfolio interest exemption) or W-8ECI pursuant to the preceding sentence further undertakes, to the extent permitted by law, to deliver to Borrower and to the Administrative Agent further copies of the 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 Borrower, and such extensions or renewals thereof as may reasonably be requested by Borrower or the Administrative Agent.
Withholding Exemption Certificates. Employees are required by law to file in duplicate withholding exemptions on forms supplied through the Superintendent’s Office prior to September 1st.
Withholding Exemption Certificates. (i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Financing Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 2.4(g)(ii)(A), 2.4(g)(ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.
(ii) Without limiting the generality of the foregoing, in the event that the Borrower is a U.S. Person,
(A) any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;
(B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the...
Withholding Exemption Certificates. On the Execution Date and on each three-year anniversary of the Execution Date (or more frequently if required by Governmental Rules), Lender shall deliver to Borrower an executed copy of a United States Internal Revenue Service Form W-9.
Withholding Exemption Certificates. Each Borrower may from time to time, by written notice to the Agent and each Lender, designate an office from which payments under this Agreement shall be made (an "Applicable Payment Office"). FIL's Applicable Payment Office shall be deemed to be in Hong Kong unless otherwise designated in writing by FIL. If a Borrower other than FIL does not designate an Applicable Payment Office, such Borrower's Applicable Payment Office shall be deemed to be located in the jurisdiction in which such Borrower is organized. On or prior to the Closing Date (or, with respect to any Lender which is not a party to this Agreement on the Closing Date, on or prior to the date any other Lender becomes a Lender hereunder), each Lender which is not organized under the laws of the jurisdiction of a Borrower's Applicable Payment Office shall notify the applicable Borrower whether such Lender is entitled to receive payments on its Loans under this Agreement from such Borrower's Applicable Payment Office for the account of such Lender's Lending Office without deduction or withholding of any income taxes (or with reduced deduction or withholding of any such taxes) imposed by the jurisdiction of such Borrower's Applicable Payment Office and promptly deliver to such Borrower such certificates and other evidence as such Borrower shall reasonably request to establish such fact. If, after the Closing Date, any Borrower designates an Applicable Payment Office that is different than such Borrower's then existing Applicable Payment Office, each Lender which is not organized under the laws of the jurisdiction of such new Applicable Payment Office shall, as soon as practicable and in any event within thirty (30) days of such designation (or if not practicable within such period, then as soon as practicable thereafter but in any event within a period of sixty (60) days of such designation), notify the applicable Borrower whether such Lender is entitled to receive payments on its Loans under this Agreement from such Borrower's new Applicable Payment Office for the account of such Lender's Lending Office without deduction or withholding of any income taxes (or with reduced deduction or withholding of any such taxes) imposed by the jurisdiction of such Borrower's new Applicable Payment Office and promptly deliver to such Borrower such certificates and other evidence as such Borrower shall reasonably request to establish such fact. Each such Lender further agrees (A) promptly to notify the applicable...
Withholding Exemption Certificates. Each Lender agrees that it will ---------------------------------- deliver to Borrower and Agent, upon the reasonable request of Borrower or Agent, either (i) a statement that it is incorporated under the laws of the United States of America or a state thereof, or (ii) if it is not so incorporated, two duly completed copies of United States Internal Revenue Service Form 1001 or 4224 or successor applicable form, as the case may be, certifying in each case that such Lender is entitled to receive payments under this Credit Agreement without deduction or withholding of any United States federal income taxes.
