Common use of Withholding Tax Documentation Clause in Contracts

Withholding Tax Documentation. (a) Lessee shall, as promptly as practicable to enable the Indemnitee to comply with the requirements of subsection (b) below, notify the Indemnitee in writing of the availability of any exemption from withholding tax under the laws or bilateral income tax treaties of any jurisdiction imposing a Withholding Tax indemnifiable under Section 7.2(a)(iii). Lessee shall furnish the Indemnitee with the applicable documentation or, to the extent commercially reasonable, information that is required to obtain such exemption or reduction. (b) At least five (5) Business Days prior to the first payment date with respect to a payment under the Operative Documents that is subject to a Withholding Tax on interest that is indemnifiable under Section 7.2(a)(iii) and that is imposed by a jurisdiction outside the United States, the Indemnitee shall have complied with certification, information, documentation, reporting, filing, or other similar requirements concerning the nationality, residence, identity, or connection with the jurisdiction imposing such Withholding Taxes or any other similar matters that are required by law as a condition to total exemption or total relief from such Withholding Taxes and shall have notified the Lessee in writing of such compliance. The Indemnitee shall further timely comply with all requirements for keeping the exemption in full force and effect, unless a change in treaty, law, or regulation has occurred that would prevent the Indemnitee from complying and the Indemnitee promptly advises the Lessee in writing that it is not capable of receiving payments without withholding. Each of the parties hereto agrees that on the Closing Date, no certification, documentation, reporting or similar confirmation is required of an Indemnitee to establish total exemption from Withholding Taxes on interest or any other amounts relevant to this transaction in any applicable jurisdiction other than forms W-8BEN, W-8ECI or W-8IMY and any required attachments as required by Section 7.3(c) or form W-9 if requested by the Lessee. (c) At least five (5) Business Days prior to the first date on which any payment is due under the Equity Investment for the account of any successor Lessor that is not organized or incorporated under the laws of the United States or a state thereof, such Lessor shall have delivered to the Lessee two duly completed copies of United States Internal Revenue Service form W-8BEN, W-8ECI or W-8IMY and any required attachments, in any case with taxpayer identifying numbers, certifying that such Lessor is entitled to receive payments of Yield and a return of principal on the Equity Investment under the Operative Documents without deduction or withholding of any United States Federal income taxes. In delivering any such form or any successor or replacement form, such Lessor shall be entitled to assume that the payor of such Yield is organized under the laws of the United States or any state thereof. Each Lessor which so delivers form W-8BEN, W-8ECI or W-8IMY and any required attachments shall further deliver to the Lessee two additional copies of such form (or a successor form) on or before the date that such form expires (currently, three successive calendar years for Form W-8ECI) or becomes obsolete or within thirty (30) days after the occurrence of any event requiring a change in the most recent forms so delivered by it, and, as may be reasonably requested by Lessee such amendments thereto or extensions or renewals thereof, in each case certifying that such Lessor is entitled to receive payments under the Operative Documents without deduction or withholding of any United States Federal income taxes, unless a 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 such Lessor from duly completing and delivering any such form with respect to it and such Lessor promptly advises the Lessee in writing that it is not capable of receiving payments without any withholding of United States Federal income tax. (d) If any payment made to an Indemnitee hereunder would be subject to U.S. federal withholding Tax imposed by FATCA if such Indemnitee were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Indemnitee shall deliver to the Lessee at the time or times prescribed by law and at such time or times reasonably requested by the Lessee such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) as may be necessary for the Lessee to comply with their obligations under FATCA and to determine that such Indemnitee has complied with such Indemnitee’s obligations under FATCA or to determine the amount to deduct and withhold from such payment.

Withholding Tax Documentation. (a) Lessee shall, as promptly as practicable to enable the Indemnitee to comply with the requirements of subsection (b) below, notify the Indemnitee in writing of the availability of any exemption from withholding tax under the laws or bilateral income tax treaties of any jurisdiction imposing a Withholding Tax indemnifiable under Section 7.2(a)(iii). Lessee shall furnish the Indemnitee with the applicable documentation or, to the extent commercially reasonable, information that is required to obtain such exemption or reduction. (b) At least five (5) Business Days prior to the first payment date with respect to a payment under the Operative Documents that is subject to a Withholding Tax on interest or yield that is indemnifiable under Section 7.2(a)(iii) and that is imposed by a jurisdiction outside the United States, the Indemnitee shall have complied with certification, information, documentation, reporting, filing, or other similar requirements concerning the nationality, residence, identity, or connection with the jurisdiction imposing such Withholding Taxes or any other similar matters that are required by law as a condition to total exemption or total relief from such Withholding Taxes to the extent it is legally entitled to do so and shall have notified the Lessee in writing of such compliance. The Indemnitee shall further timely comply with all BUSINESS.29620189.12 requirements for keeping the any such exemption in full force and effect, unless a change in treaty, law, or regulation has occurred that would prevent the Indemnitee from complying and the Indemnitee promptly advises the Lessee in writing that it is not capable of receiving payments without withholding. To the extent any Indemnitee is not a U.S. Person and is not claiming the benefits of an income tax treaty to which the United States is a party that provides a total exemption from Withholding Taxes (or has one or more beneficial owners that are not claiming such total exemption), such Indemnitee (on behalf of itself or its applicable beneficial owners) shall represent and warrant (on a form reasonably acceptable to Lessee delivered prior to the relevant payment date) that it qualifies for portfolio interest exemption contained in Section 871(h) or Section 881(c) of the Code. Each of the parties hereto agrees that on the Closing Date, no certification, documentation, reporting or similar confirmation is required of an Indemnitee to establish total exemption from Withholding Taxes on interest interest, yield or any other amounts relevant to this transaction in any applicable jurisdiction other than forms Internal Revenue Service Forms W-8BEN, W-8BEN-E, W-8ECI or W-8IMY and any required attachments (in the case of an Indemnitee that is not a U.S. Person) or Internal Revenue Service Form W-9 (in the case of an Indemnitee that is a U.S. Person), in each case as required by Section 7.3(c) or form W-9 if requested by the Lessee7.3(b). (cb) At least five (5) Business Days prior to the first date on which any payment is due under with respect to the Equity Rent Assignment Agreement or Lessor Investment for the account of any successor Lessor that is not organized or incorporated under the laws of the United States or a state thereofParticipant, such Lessor Participant shall have delivered to each of the Lessee Lessee, Lessor and the Administrative Agent, (i) in the case of a Participant that is a U.S. Person, two duly completed copies of United States Internal Revenue Service form W-9, certifying that such Participant is exempt from United States backup withholding tax, and (ii) in the case of a Participant that is not a U.S. Person, two duly completed copies of United States Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8ECI or W-8IMY and any required attachments, in any case with taxpayer identifying numbers, certifying that such Lessor Participant is entitled to receive payments of Yield and on the Guaranteed Lease Balance, a return of principal on the Equity Investment of its Lease Balance and payment of Lessor’s Gain, as applicable, under the Operative Documents without deduction or withholding of any United States Federal federal income taxes. To the extent any Participant is not a U.S. Person and is not claiming the benefits of an income tax treaty to which the Unites States is a party that provides a total exemption from Withholding Taxes (or has one or more beneficial owners that are not claiming such total exemption), such Participant (on behalf of itself or its applicable beneficial owners) shall represent and warrant (on a form reasonably acceptable to Lessee delivered prior to the relevant payment date) that it qualifies for portfolio interest exemption contained in Section 871(h) or Section 881(c) of the Code. In delivering any such form or any successor or replacement form, such Lessor a Participant shall be entitled to assume that the payor of such Yield or return of principal or Lessor’s Gain is organized under the laws of the United States or any state thereof. Each Lessor Participant which so delivers form Internal Revenue Service Form W-9 or Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8ECI or W-8IMY and any required attachments it shall further deliver to each of the Lessee and the Administrative Agent, two additional copies of such form (or a successor form) on or before the date that such form expires (currently, three successive calendar years for Form W-8ECI) or becomes obsolete or within thirty (30) days after the occurrence of any event requiring a change in the most recent forms so delivered by it, and, as may be reasonably requested by Lessee such amendments thereto or extensions or renewals thereof, in each case certifying that such Lessor is entitled to receive payments under the Operative Documents without deduction or withholding of any United States Federal income taxes, unless a 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 such Lessor from duly completing and delivering any such form with respect to it and such Lessor promptly advises the Lessee in writing that it is not capable of receiving payments without any withholding of United States Federal income tax. (d) If any payment made to an Indemnitee hereunder would be subject to U.S. federal withholding Tax imposed by FATCA if such Indemnitee were to fail to comply with or the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Indemnitee shall deliver to the Lessee at the time or times prescribed by law and at such time or times reasonably requested by the Lessee such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) as may be necessary for the Lessee to comply with their obligations under FATCA and to determine that such Indemnitee has complied with such Indemnitee’s obligations under FATCA or to determine the amount to deduct and withhold from such payment.Administrative Agent such

Withholding Tax Documentation. (a) Lessee shall, as promptly as practicable to enable the Indemnitee to comply with the requirements of subsection (b) below, notify the Indemnitee in writing of the availability of any exemption from withholding tax under the laws or bilateral income tax treaties of any jurisdiction imposing a Withholding Tax indemnifiable under Section 7.2(a)(iii). Lessee shall furnish the Indemnitee with the applicable documentation or, to the extent commercially reasonable, information that is required to obtain such exemption or reduction. (b) At least five (5) Business Days prior to the first payment date with respect to a payment under the Operative Documents that is subject to a Withholding Tax on interest that is indemnifiable under Section 7.2(a)(iii) and that is imposed by a jurisdiction outside the United States, the Indemnitee shall have complied with certification, information, documentation, reporting, filing, or other similar requirements concerning the nationality, residence, identity, or connection with the jurisdiction imposing such Withholding Taxes or any other similar matters that are required by law as a condition to total exemption or total relief from such Withholding Taxes and shall have notified the Lessee in writing of such compliance. The Indemnitee shall further timely comply with all requirements for keeping the exemption in full force and effect, unless a change in treaty, law, or regulation has occurred that would prevent the Indemnitee from complying and the Indemnitee promptly advises the Lessee in writing that it is not capable of receiving payments without withholding. Each of the parties hereto agrees that on the Closing Date, no certification, documentation, reporting or similar confirmation is required of an Indemnitee to establish total exemption from Withholding Taxes on interest or any other amounts relevant to this transaction in any applicable jurisdiction other than forms W-8BENX-0XXX, W-8ECI X-0XXX or W-8IMY and any required attachments as required by Section 7.3(c) or form W-9 if requested by the Lessee. (c) At least five (5) Business Days prior to the first date on which any payment is due under the Equity Investment for the account of any successor Lessor that is not organized or incorporated under the laws of the United States or a state thereof, such Lessor shall have delivered to the Lessee two duly completed copies of United States Internal Revenue Service form W-8BENX-0XXX, W-8ECI X-0XXX or W-8IMY and any required attachments, in any case with taxpayer identifying numbers, certifying that such Lessor is entitled to receive payments of Yield and a return of principal on the Equity Investment including Capitalized Yield under the Operative Documents without deduction or withholding of any United States Federal income taxes. In delivering any such form or any successor or replacement form, such Lessor shall be entitled to assume that the payor of such Yield is organized under the laws of the United States or any state thereof. Each Lessor which so delivers form W-8BENX-0XXX, W-8ECI X-0XXX or W-8IMY and any required attachments shall further deliver to the Lessee two additional copies of such form (or a successor form) on or before the date that such form expires (currently, three successive calendar years for Form W-8ECI) or becomes obsolete or within thirty (30) days after the occurrence of any event requiring a change in the most recent forms so delivered by it, and, as may be reasonably requested by Lessee such amendments thereto or extensions or renewals thereof, in each case certifying that such Lessor is entitled to receive payments under the Operative Documents without deduction or withholding of any United States Federal income taxes, unless a 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 such Lessor from duly completing and delivering any such form with respect to it and such Lessor promptly advises the Lessee in writing that it is not capable of receiving payments without any withholding of United States Federal income tax. (d) If any payment made to an Indemnitee hereunder would be subject to U.S. federal withholding Tax imposed by FATCA if such Indemnitee were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Indemnitee shall deliver to the Lessee at the time or times prescribed by law and at such time or times reasonably requested by the Lessee such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) as may be necessary for the Lessee to comply with their obligations under FATCA and to determine that such Indemnitee has complied with such Indemnitee’s obligations under FATCA or to determine the amount to deduct and withhold from such payment.

Withholding Tax Documentation. (a) Lessee shall, as promptly as practicable to enable the Indemnitee to comply with the requirements of subsection (b) below, notify the Indemnitee in writing of the availability of any exemption from withholding tax under the laws or bilateral income tax treaties of any jurisdiction imposing a Withholding Tax indemnifiable under Section 7.2(a)(iii). Lessee shall furnish the Indemnitee with the applicable documentation or, to the extent commercially reasonable, information that is required to obtain such exemption or reduction. (b) At least five (5) Business Days prior to the first payment date with respect to a payment under the Operative Documents that is subject to a Withholding Tax on interest that is indemnifiable under Section 7.2(a)(iii) and that is imposed by a jurisdiction outside the United States, the Indemnitee shall have complied with certification, information, documentation, reporting, filing, or other similar requirements concerning the nationality, residence, identity, or connection with the jurisdiction imposing such Withholding Taxes or any other similar matters that are required by law as a condition to total exemption or total relief from such Withholding Taxes and shall have notified the Lessee in writing of such compliance. The Indemnitee shall further timely comply with all requirements for keeping the exemption in full force and effect, unless a change in treaty, law, or regulation has occurred that would prevent the Indemnitee from complying and the Indemnitee promptly advises the Lessee in writing that it is not capable of receiving payments without withholding. Each of the parties hereto agrees that on the Closing Date, no certification, documentation, reporting or similar confirmation is required of an Indemnitee to establish total exemption from Withholding Taxes on interest or any other amounts relevant to this transaction in any applicable jurisdiction other than forms W-8BEN, W-8ECI or W-8IMY and any required attachments as required by Section 7.3(c) or form W-9 if requested by the Lessee. (c) At least five (5) 5 Business Days prior to the first date on which any payment is due under the Equity Investment interest or fees are payable hereunder for the account of any successor Lessor that is not organized or incorporated under the laws of the United States or a state thereofForeign Lender, such Lessor shall have delivered Foreign Lender agrees that it will deliver to the Lessee two Borrowers and Agent 2 duly completed copies of United States Internal Revenue Service Form W-8BEN or W-8ECI (or any subsequent replacement substitute or form W-8BEN, W-8ECI or W-8IMY and any required attachments, in any case with taxpayer identifying numberstherefor), certifying in either case that such Lessor Lender is entitled to receive payments of Yield payment under this Agreement and a return of principal on the Equity Investment under the Operative Documents its Note without deduction or withholding of any United States Federal federal income taxes. In delivering any such form or any successor or replacement form, such Lessor shall be entitled to assume that the payor of such Yield is organized under the laws of the United States or any state thereof. Each Lessor Foreign Lender which so delivers form W-8BEN, a Form W-8BEN or W-8ECI or W-8IMY and any required attachments shall further undertakes to deliver to the Lessee two Borrowers and Agent 2 additional copies of such form (or a successor form) on or before the date that such form expires (currently, three 3 successive calendar years for Form W-8BEN and one calendar year for Form W-8ECI) or becomes obsolete or within thirty (30) days after the occurrence of any event requiring a change in the most recent forms form so delivered by it, and, as may be reasonably requested by Lessee and such amendments thereto or extensions or renewals thereofthereof as may be reasonably requested by Borrowers or Agent, in each case case, certifying that such Lessor Foreign Lender is entitled to receive payments under the Operative Documents this Agreement and its Notes without deduction or withholding of any United States Federal federal income taxes, unless a an event (including any change in treaty, law or regulation regulation) has occurred prior to the date on which any such delivery would otherwise be required which that renders all such forms inapplicable or which that would prevent such Lessor Foreign Lender from duly completing and delivering any such form with respect to it and such Lessor promptly Lender advises the Lessee in writing Borrowers and Agent that it is not capable of receiving payments without any deduction or withholding of United States Federal federal income tax. taxes. At such times as Borrowers may reasonably request in writing, Agent and each Lender agree to furnish to Borrowers duly executed and properly completed forms, certificates and documents (d) If including, without limitation, IRS Forms W-8 and W-9, related certificates and any payment made to an Indemnitee hereunder would be subject to U.S. federal withholding Tax imposed by FATCA if such Indemnitee were to fail to comply with the applicable reporting requirements forms or certificates of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Indemnitee shall deliver to the Lessee at the time or times prescribed by law and at such time or times reasonably requested by the Lessee such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Codea similar nature for any other taxing jurisdiction) as may be reasonably necessary for the Lessee or appropriate to comply with their obligations under FATCA and claim an exemption from or reduction in any withholding or other Tax to determine that which such Indemnitee has complied with such Indemnitee’s obligations under FATCA or to determine the amount to deduct and withhold from such paymentPerson is legally entitled.

Withholding Tax Documentation. (a) Lessee shall, as promptly as practicable to enable the Indemnitee to comply with the requirements of subsection (b) below, notify the Indemnitee in writing of the availability of any exemption from withholding tax under the laws or bilateral income tax treaties of any jurisdiction imposing a Withholding Tax indemnifiable under Section 7.2(a)(iii). Lessee shall furnish the Indemnitee with the applicable documentation or, to the extent commercially reasonable, information that is required to obtain such exemption or reductionReserved. (b) At least five (5) Business Days prior to the first payment date with respect to a payment under the Operative Documents that is subject to a Withholding Tax on interest or yield that is indemnifiable under Section 7.2(a)(iii) and that is imposed by a jurisdiction outside the United States, the Indemnitee shall have complied with certification, information, documentation, reporting, filing, or other similar requirements concerning the nationality, residence, identity, or connection with the jurisdiction imposing such Withholding Taxes or any other similar matters that are required by law as a condition to total exemption or total relief from such Withholding Taxes to the extent it is legally entitled to do so and shall have notified the Lessee in writing of such compliance. The Indemnitee shall further timely comply with all requirements for keeping the any such exemption in full force and effect, unless a change in treaty, law, or regulation has occurred that would prevent the Indemnitee from complying and the Indemnitee promptly advises the Lessee in writing that it is not capable of receiving payments without withholding. Each of the Participants that is not a U.S. Person represents and warrants that it qualifies for portfolio interest exemption contained in Section 871(h) or Section 881(c) of the Code. Each of the parties hereto agrees that on the Closing Date, no certification, documentation, reporting or similar confirmation is required of an Indemnitee to establish total exemption from Withholding Taxes on interest interest, yield or any other amounts relevant to this transaction in any applicable jurisdiction other than forms W-8BENInternal Revenue Service Forms X-0XXX, W-8ECI X-0XXX-X, X-0XXX or W-8IMY and any required attachments (in the case of an Indemnitee that is not a U.S. Person) or Internal Revenue Service Form W-9 (in the case of an Indemnitee that is a U.S. Person), in each case as required by Section 7.3(c) or form W-9 if requested by the Lessee). (c) At least five (5) Business Days prior to the first date on which any payment is due under with respect to the Equity Rent Assignment Agreement or Lessor Investment for the account of any successor Lessor that is not organized or incorporated under the laws of the United States or a state thereofParticipant, such Lessor Participant shall have delivered to each of the Lessee Lessee, Lessor and Administrative Agent, (i) in the case of a Participant that is a U.S. Person, two duly completed copies of United States Internal Revenue Service form W-8BENW-9, W-8ECI certifying that such Participant is exempt from United States backup withholding tax, and (ii) in the case of a Participant that is not a U.S. Person, two duly completed copies of United States Internal Revenue Service Form X-0XXX, X-0XXX-X, X-0XXX or W-8IMY and any required attachments, in any case with taxpayer identifying numbers, certifying that such Lessor Participant is entitled to receive payments of Yield and a return of principal on the Equity Investment of its Lease Balance, as applicable, including Capitalized Yield, under the Operative Documents without deduction or withholding of any United States Federal income taxes. In delivering any such form or any successor or replacement form, such Lessor a Participant shall be entitled to assume that the payor of such Yield or return of principal is organized under the laws of the United States or any state thereof. Each Lessor Participant which so delivers form W-8BENInternal Revenue Service Form W-9 or Internal Revenue Service Form X-0XXX, W-8ECI X-0XXX-X, X-0XXX or W-8IMY and any required attachments shall further deliver to each of the Lessee Lessee, Lessor and Administrative Agent, two additional copies of such form (or a successor form) on or before the date that such form expires (currently, three successive calendar years for Form W-8ECI) or becomes obsolete or within thirty (30) days after the occurrence of any event requiring a change in the most recent forms so delivered by it, and, as may be reasonably requested by Lessee the Lessee, the Lessor or the Administrative Agent such amendments thereto or extensions or renewals thereof, in each case certifying that such Lessor Participant is entitled to receive payments under the Operative Documents without deduction or withholding of any United States Federal income taxes, unless a 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 such Lessor Participant from duly completing and delivering any such form with respect to it and such Lessor Participant promptly advises the Lessee Lessee, Lessor and Administrative Agent in writing that it is not capable of receiving payments without any withholding of United States Federal income tax. (d) If any payment made to an Indemnitee hereunder would be subject to U.S. federal withholding Tax imposed by FATCA if such Indemnitee were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Indemnitee shall deliver to the Lessee Lessee, Lessor and Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Lessee or the other Participants such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) as may be necessary for the Lessee Lessee, Lessor and Administrative Agent to comply with their obligations respective obligations, if any, under FATCA and to determine that such Indemnitee has complied with such Indemnitee’s obligations under FATCA or to determine the amount to deduct and withhold from such payment.