Common use of Agent Documentation Clause in Contracts

Agent Documentation. (a) Unless the Agent notifies the Company in writing that it does not require Schedule 17 (US Withholding Agent) to apply, which notification shall be irrevocable, the Parties hereby agree to comply with the provisions of Schedule 17 (US Withholding Agent). (b) Any replacement or successor Agent that is not a US Person shall deliver, on or prior to the date that it becomes a party to this Agreement, to the Obligors’ Agent and each US Obligor, two (2) duly completed original copies of IRS Form W-8IMY (or successor form) certifying that it is either: (i) a qualified intermediary and that it assumes primary withholding responsibility under Chapters 3 and 4 of the Internal Revenue Code and primary Form 1099 reporting and backup withholding responsibility for payments it receives for the account of others; or (ii) a U.S. branch and that the payments it receives for the account of others are not effectively connected with the conduct of a trade or business in the United States, and that it is using such form as evidence of its agreement with any US Obligor to be treated as a US Person with respect to such payments (and such US Obligor and the Agent agree to so treat the Agent as a US Person with respect to such payments as contemplated by US Treasury Regulations Section 1.1441-1(b)(2)(iv)(A)), with the effect that such US Obligor can make payments to the Agent without deduction or withholding of any Taxes imposed by the United States.