Common use of Withholding Exemption Certificates Clause in Contracts

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 for such purpose). Each Lender providing one or more forms or certificates pursuant to this Section 2.12(e) hereby represents, covenants and warrants the accuracy of the information provided therein.

Withholding Exemption Certificates. Within 30 days after becoming a party hereto and on or before the date, if any, such that any 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 Guarantor (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 Guarantor 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 reasonably satisfactory to the Administrative Agent and the Borrower Guarantor 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 Guarantor with either: (A) either (1) 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 Guarantor or (B2) a certificate that it is not (ix) a “bank” (as defined in IRC Section 881(c)(3)(A)), (iiy) a 10% shareholder (within the meaning of IRC Section 871(h)(3)(B)) of the Borrower Guarantor or (iiiz) a controlled foreign corporation related to the Borrower Guarantor (within the meaning of IRC Section 864(d)(4)), and (A) 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, and reasonably satisfactory to the Administrative Agent and the BorrowerGuarantor. 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 2.125, or after the occurrence of any event requiring a change in the most recent forms or other documents delivered by such Lender. Such Each Lender shall promptly provide written notice to each of the Administrative Agent and the Borrower Guarantor 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 for such purpose). Each Lender providing one or more forms or certificates pursuant to this Section 2.12(e5(e) hereby represents, covenants and warrants the accuracy of the information provided therein.

Withholding Exemption Certificates. Within 30 days after becoming a party hereto and on or before the date, if any, such that any 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 the Administrative Agent or the Borrower any Guarantor (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 such Guarantor 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 reasonably satisfactory to the Administrative Agent and the Borrower such Guarantor 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 such Guarantor with either: (A) either (1) 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 such Guarantor or (B2) a certificate that it is not (ix) a “bank” (as defined in IRC Section 881(c)(3)(A)), (iiy) a 10% shareholder (within the meaning of IRC Section 871(h)(3)(B)) of the Borrower such Guarantor or (iiiz) a controlled foreign corporation related to the Borrower such Guarantor (within the meaning of IRC Section 864(d)(4)), and (A) 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, and reasonably satisfactory to the Administrative Agent and the Borrowersuch Guarantor. 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 2.125, or after the occurrence of any event requiring a change in the most recent forms or other documents delivered by such Lender. Such Each Lender shall promptly provide written notice to each of the Administrative Agent and the Borrower such Guarantor 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 for such purpose). Each Lender providing one or more forms or certificates pursuant to this Section 2.12(e5(e) hereby represents, covenants and warrants the accuracy of the information provided therein.

Withholding Exemption Certificates. Within 30 days after Each of Administrative Agent and each Bank and Lender Group Member (upon becoming a party hereto Bank or Lender Group Member hereunder) 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 any Person to time thereafter as reasonably requested in writing by which Administrative Agent or any Bank or Lender Group Member grants a participation (or otherwise transfers its interest in this Agreement) agrees that on the date Administrative Agent or such Bank, Lender Group Member or Person becomes a party to this Agreement it will deliver to each of Borrower and Administrative Agent either (but only so long thereafter as a) if Administrative Agent or such Bank, Lender remains lawfully able to do so): Group Member or Person is (i) each Lender that is a US Person that is not a “domestic” corporation (as defined in IRC Section 7701) shall provide each established under the laws of the Administrative Agent United States or any political subdivision thereof or (ii) in the case of a CP Conduit, either (A) a "domestic partnership" within the meaning of Code Section 7701(a)(30)(B), or (B) "disregarded as an entity" within the meaning of Treasury Regulation Section 301.7701-3 and is wholly-owned by a corporation established under the Borrower with one original US laws of the United States of any political subdivision thereof, a duly and appropriately completed copy of a United States Internal Revenue Service Form W-9, W-9 or any successor applicable form, or other form prescribed by the US Internal Revenue Service, properly completed and duly executed by an officer, and satisfactory to the (b) if Administrative Agent and the Borrower and (ii) each or such Bank, 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 Group Member or W-8IMY, as appropriatePerson, or any successor a CP Conduit is not a corporation described in (a)(i) above or other form prescribed by the US Internal Revenue Service, properly completed a "domestic partnership" or "disregarded entity" described in (a)(ii)(A) and duly executed by an officer, and reasonably satisfactory to the Administrative Agent and the Borrower or (B) a certificate that it is not above, (i) a “bank” (as defined duly completed and executed exemption certificate in IRC Section 881(c)(3)(A)), (ii) the form of Exhibit J hereto and a 10% shareholder (within the meaning duly and appropriately completed copy 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 United States Internal Revenue Service Form W-8BEN (claiming an exemption under the so-called portfolio interest exemption), or (ii) a duly and appropriately completed copy of United States Internal Revenue Service Form W-8IMYW-8ECI or W-8 BEN or successor applicable form, as appropriatethe case may be (claiming therein a reduction in, or an exemption from, United States withholding taxes under an applicable treaty or as income effectively connected with the conduct of trade or business within the United States), and if reasonably requested by Borrower or Administrative Agent, any successor additional statements and forms so requested from time to time. Administrative Agent and each Bank, Lender Group Member or other Person which delivers to Borrower and Administrative Agent a Form X-0, X-0XXX or W-8BEN or other form prescribed by the US Internal Revenue Service, properly completed and duly executed by an officer, reasonably satisfactory or certificate pursuant to the preceding sentence further undertakes to deliver to Borrower and Administrative Agent and further copies of the Borrower. Each Lender shall deliver such new forms and documents prescribed by the US Internal Revenue Service upon the expiration Form X-0, X-0XXX or obsolescence of any previously delivered forms W-8BEN, or successor applicable form or other documents referred to in this Section 2.12form or certificate, or other manner of certification or procedure, as the case may be, on or before the date that any such form or certificate expires or becomes obsolete or within a reasonable time (not to exceed 90 days) after gaining knowledge of the occurrence of any event requiring a change in the most recent forms or certificates previously delivered by it to Borrower and Administrative Agent, and such extensions or renewals thereof as may reasonably be requested by Borrower or Administrative Agent, certifying in the case of a Form X-0, X-0XXX or W-8BEN that such Bank, Lender Group Member or Person is entitled to receive payments under this Agreement without (or with a reduced amount of) deduction or withholding of any United States federal income 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 Bank or Lender Group Member from duly completing and delivering any such form with respect to it. Borrower shall not be obligated to pay any additional amounts in respect of United States Federal income tax pursuant to Section 2.5.4 (or make an indemnification payment pursuant to Section 2.5.4) to any Bank, Lender Group Member or other Person (including any Person to which any Bank or Lender Group Member 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 such Bank, Lender Group Member or Person to comply with its obligations under this Section 2.5.7 (except to the extent such failure was caused by a change in law or interpretation thereof after the date of such Person becoming a party to this Agreement, provided, however, that the foregoing change in law exception shall not affect Borrower's obligation to pay additional amounts to the extent such Bank's or Lender Group Member's assignor (if any) was entitled, at the time of assignment, to receive additional amounts from Borrower); and, for the avoidance of doubt, Borrower has no obligations under Section 2.5.4 or otherwise to Persons that are not a party to this Agreement (including any participant). Notwithstanding the foregoing or anything else to the contrary in this Agreement, no Bank, Lender Group Member or other Person shall be obligated to deliver any form, certificate or document which it cannot deliver as a matter of law. Each Asset Securitization Company shall be required to provide the applicable certificates and 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 described 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 for such purpose). Each Lender providing one or more forms or certificates pursuant to this Section 2.12(e) hereby represents, covenants and warrants 2.5.7 to the accuracy of the information provided thereinsame extent as its CP Conduit.

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 (ix) a “bank” (as defined in IRC Section 881(c)(3)(A)), (iiy) a 10% shareholder (within the meaning of IRC Section 871(h)(3)(B)) of the Borrower or (iiiz) 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 BorrowerBorrower and (iii) if a payment made to a Lender under any Credit Document would be subject to US federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the IRC, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the IRC) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (iii), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. 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 for such purpose). Each Lender providing one or more forms or certificates pursuant to this Section 2.12(e) hereby represents, covenants and warrants the accuracy of the information provided therein.

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 officerOfficer, and satisfactory to the Administrative Agent and the Borrower 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 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 2.122.13, 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 for such purpose). Each Lender providing one or more forms or certificates pursuant to this Section 2.12(esubsection (e) hereby represents, covenants and warrants the accuracy of the information provided therein.

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 officerOfficer, 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 for such purpose). Each Lender providing one or more forms or certificates pursuant to this Section 2.12(esubsection (e) hereby represents, covenants and warrants the accuracy of the information provided therein.