Common use of Withholding Exemption Certificates Clause in Contracts

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. On or prior to the applicable Closing DayDate, each holder of the Notes Bank which is not organized incorporated under the laws of the United States of America or a state thereof shall deliver to the Company such certificates Borrower and other evidence Agent either two duly completed copies of United States Internal Revenue Service Form 1001 or 4224 (or successor applicable form), as the Company case may reasonably request to establish be, certifying in each case that such holder Bank is entitled to receive payments under the Notes this Agreement without deduction or withholding of any United States federal income taxes. Each such holder Bank which delivers to Borrower and Agent a Form 1001 or 4224 pursuant to the immediately preceding sentence further agrees (i) promptly undertakes to notify deliver to Borrower and Agent two further copies of Form 1001 or 4224, or successor applicable forms, or other manner of certification or procedure, as the Company of any change of circumstances (including any change in any treatycase may be, 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 such letter 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 letter and form previously delivered by it to Borrower and Agent, and such holder, to deliver to the Company a new certificate extensions or formrenewals thereof as may reasonably be requested by Borrower or Agent, certifying in the case of a Form 1001 or 4224 that such holder Bank 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 Agreement without deduction or withholding of any United States federal income taxes, unless in any such holder shall cases an event (including without limitation 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 Bank from duly completing and delivering any such letter or form with respect to it and such Bank advises Borrower and Agent that it is not be entitled to capable of receiving payments without any indemnification under Section 14.4(a) for any Taxes imposed on such holderdeduction or withholding of United States federal income tax.

Withholding Exemption Certificates. On or prior to the applicable Closing Daydate of the initial Borrowing or, if such date does not occur within thirty (30) days after the date of this Agreement, by the end of such 30-day period, each holder of the Notes Lender which is not organized incorporated under the laws of the United States of America or a state thereof shall deliver to the Company such certificates Borrower and other evidence Agent two duly completed copies of United States Internal Revenue Service Form 1001 or 4224 (or successor applicable form), as the Company case may reasonably request to establish be, certifying in each case that such holder Lender is entitled to receive payments under the Notes this Agreement without deduction or withholding of any United States federal income taxes. Each such holder Lender which delivers to Borrower and Agent a Form 1001 or 4224 pursuant to the immediately preceding sentence further agrees undertakes to deliver to Borrower and Agent two further copies of Form 1001 or 4224 (i) promptly to notify or successor applicable forms), or other manner of certification or procedure, as the Company of any change of circumstances (including any change in any treatycase may be, 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 such 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 it to Borrower and Agent, and such holder, to deliver to the Company a new certificate extensions or formrenewals thereof as may reasonably be requested by Borrower or Agent, certifying in the case of a Form 1001 or 4224 that such holder the Lender 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 Agreement without deduction or withholding of any United States federal income taxes, unless in any such holder shall cases an event (including without limitation 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 form with respect to it and such Lender advises Borrower and Agent that it is not be entitled to capable of receiving payments without any indemnification under Section 14.4(a) for any Taxes imposed on such holderdeduction or withholding of United States federal income tax.

Withholding Exemption Certificates. On or prior to the applicable Closing DayDate or, each holder if such date does not occur within thirty (30) days after the date of this Agreement, by the end of such 30-day period, Lessor, if it is not incorporated under the laws of the Notes United States of America or a state thereof, and each Participant which is not organized incorporated under the laws of the United States of America or a state thereof shall deliver to the Company such certificates Lessee and other evidence Agent two duly completed copies of United States Internal Revenue Service Form 1001 or 4224 (or successor applicable form), as the Company case may reasonably request to establish be, certifying in each case that Lessor or such holder Participant, as the case may be, is entitled to receive payments under this Agreement and the Notes other Operative Documents without deduction or withholding of any United States federal income taxes. Each such holder Person which delivers to Lessee and Agent a Form 1001 or 4224 pursuant to the immediately preceding sentence further agrees undertakes to deliver to Lessee and Agent two further copies of Form 1001 or 4224 (i) promptly to notify or successor applicable forms), or other manner of certification or procedure, as the Company of any change of circumstances (including any change in any treatycase may be, 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 such 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 it to Lessee and Agent, and such holder, to deliver to the Company a new certificate extensions or formrenewals thereof as may reasonably be requested by Lessee or Agent, certifying in the case of a Form 1001 or 4224 that such holder Person is entitled to receive payments under this Agreement and 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 Operative Documents without deduction or withholding of any United States federal income taxes, unless in any such holder shall cases an event (including without limitation 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 Lessor or a Participant from duly completing and delivering any such form with respect to it and Lessor or such Participant advises Lessee and Agent that it is not be entitled to capable of receiving payments without any indemnification under Section 14.4(a) for any Taxes imposed on such holderdeduction or withholding of United States federal income tax.

Withholding Exemption Certificates. On or prior to the applicable Closing DayDate, 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 subsection 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 subsection 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 subsection 14.4(a) for any Taxes imposed on such holder.

Withholding Exemption Certificates. On or prior to before the applicable Closing DayDate, each holder of the Notes which Bank agrees that it will deliver to each Borrower and to Agent either (i) a statement that it is not organized incorporated under the laws of the United States of America or a state thereof shall deliver to the Company such certificates and other evidence 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 Company case may reasonably request to establish be, certifying in each case that such holder Bank is entitled to receive payments under the Notes this Agreement without deduction or withholding of any United States federal income taxes. Each such holder Bank which delivers to Borrowers and Agent a Form 1001 or 4224 pursuant to the immediately preceding sentence further agrees undertakes to deliver to Borrowers and Agent two further copies of Form 1001 or 4224, or successor applicable forms, or other manner of certification or procedure, as the case may be, at least thirty (i30) 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 days before the date that any certificate or other such form delivered by such holder under this Section 14.4(b) expires or becomes obsolete or promptly after the occurrence of any event requiring a change in the most recent such certificate or form previously delivered by it to Borrowers and Agent, and such holder, to deliver to the Company a new certificate extensions or formrenewals thereof as may reasonably be requested by Borrowers or Agent, certifying in the case of a Form 1001 or 4224 that such holder Bank 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 Agreement without deduction or withholding of any United States federal income taxes, unless in any such holder shall 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 Bank from duly completing and delivering any such form with respect to it and such Bank advises Borrowers and Agent that it is not be entitled to capable of receiving payments without any indemnification under Section 14.4(a) for any Taxes imposed on such holderdeduction or withholding of United States federal income tax.

Withholding Exemption Certificates. On or prior to the applicable Closing DayDate or, each holder if such date does not occur within thirty (30) days after the date of this Agreement, by the end of such 30- day period, Lessor, if it is not incorporated under the laws of the Notes United States of America or a state thereof, and each Participant which is not organized incorporated under the laws of the United States of America or a state thereof shall deliver to the Company such certificates Lessee and other evidence Agent two duly completed copies of United States Internal Revenue Service Form 1001 or 4224 (or successor applicable form), as the Company case may reasonably request to establish be, certifying in each case that Lessor or such holder Participant, as the case may be, is entitled to receive payments under this Agreement and the Notes other Operative Documents without deduction or withholding of any United States federal income taxes. Each such holder Person which delivers to Lessee and Agent a Form 1001 or 4224 pursuant to the immediately preceding sentence further agrees undertakes to deliver to Lessee and Agent two further copies of Form 1001 or 4224 (i) promptly to notify or successor applicable forms), or other manner of certification or procedure, as the Company of any change of circumstances (including any change in any treatycase may be, 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 such 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 it to Lessee and Agent, and such holder, to deliver to the Company a new certificate extensions or formrenewals thereof as may reasonably be requested by Lessee or Agent, certifying in the case of a Form 1001 or 4224 that such holder Person is entitled to receive payments under this Agreement and 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 Operative Documents without deduction or withholding of any United States federal income taxes, unless in any such holder shall cases an event (including without limitation 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 Lessor or a Participant from duly completing and delivering any such form with respect to it and Lessor or such Participant advises Lessee and Agent that it is not be entitled to capable of receiving payments without any indemnification under Section 14.4(a) for any Taxes imposed on such holderdeduction or withholding of United States federal income tax.

Withholding Exemption Certificates. On or prior to the applicable Closing DayDate, each holder of the Notes Bank which is not organized incorporated under the laws of the United States of America or a state thereof shall deliver to the Company such certificates Borrower and other evidence Administrative Agent either two duly completed copies of United States Internal Revenue Service Form 1001 or 4224 (or successor applicable form), as the Company case may reasonably request to establish be, certifying in each case that such holder Bank is entitled to receive payments under the Notes this Agreement without deduction or withholding of any United States federal income taxes. Each such holder Bank which delivers to Borrower and Administrative Agent a Form 1001 or 4224 pursuant to the immediately preceding sentence further agrees (i) promptly undertakes to notify deliver to Borrower and Administrative Agent two further copies of Form 1001 or 4224, or successor applicable forms, or other manner of certification or procedure, as the Company of any change of circumstances (including any change in any treatycase may be, 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 such letter 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 letter and form previously delivered by it to Borrower and Administrative Agent, and such holder, to deliver to the Company a new certificate extensions or formrenewals thereof as may reasonably be requested by Borrower or Administrative Agent, certifying in the case of a Form 1001 or 4224 that such holder Bank 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 Agreement without deduction or withholding of any United States federal income taxes, unless in any such holder shall cases an event (including without limitation any change in treaty, law or regulation) has 45 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 Bank from duly completing and delivering any such letter or form with respect to it and such Bank advises Borrower and Administrative Agent that it is not be entitled to capable of receiving payments without any indemnification under Section 14.4(a) for any Taxes imposed on such holderdeduction or withholding of United States federal income tax.