Common use of Exemption Certificate Clause in Contracts

Exemption Certificate. Not later than: (a) the Closing Date, (b) in the case of any bank or financial institution that becomes a Bank after the Closing Date pursuant to Section 0 of this Agreement, the date of the instrument of assignment pursuant to which such bank or financial institution became a Bank, (c) annually on each Anniversary Date thereafter or (d) such other times as the Agent or the Borrower may reasonably request: (i) each Bank organized under the laws of a jurisdiction outside the United States shall provide the Agent and the Borrower with duly completed copies of Form 1001 or Form 4224 or any successor form prescribed by the Internal Revenue Service of the United States certifying that such Bank is exempt from United States withholding taxes with respect to all payments to be made to such Bank hereunder or other document satisfactory to the Borrower and the Agent indicating that all payments to be made to such Bank hereunder are not subject to such taxes and (ii) each other Bank shall provide the Agent and the Borrower with a written statement which certifies that such Bank is not a non-resident alien or foreign corporation and which otherwise satisfies Treasury Regulation Section 1.1441-5(b) or any successor regulation under the Internal Revenue Code (each such certificate or statement, an "Exemption Certificate"). Unless the Agent and the Borrower have received an Exemption Certificate from such Bank, the Borrower, or the Agent if the Borrower has not withheld, may withhold taxes from such payments at the applicable statutory rate (subject, in the case of the Borrower to the requirements of Section 0 above); provided, however, that, if the Borrower has so withheld, the Borrower shall so notify the Agent. If the Borrower is required to pay additional amounts to any Bank pursuant to this Section 0, such Bank shall use commercially reasonable efforts to designate a different Lending Office if such designation will thereafter avoid the need for any additional payments under this Section 0 and will not, in the sole judgment of such Bank, be otherwise disadvantageous to such Bank. A Bank which ceases to be exempt from United States withholding taxes shall notify the Agent and the Borrower promptly thereof. If a Bank organized under the laws of a jurisdiction other than the United States or a political subdivision thereof fails to comply with the provisions of this Subsection (f), then the Borrower shall not have any obligation to increase the sum payable to such Bank pursuant to this Section 0 or to indemnify such Bank for Taxes as provided in this Section.

Exemption Certificate. Not later than: (a) than the Closing Datecommencement of the Commitment Period or, (b) in the case of any bank or financial institution that becomes a Bank Lender after the Closing Date such date, pursuant to Section 0 of this AgreementArticle 14, the date of the instrument of assignment pursuant to which such bank or financial institution became a BankLender, (c) and annually on each Anniversary Date thereafter or (d) at such other times as the Agent or the Borrower Borrowers may reasonably request: (i) , each Bank Lender organized under the laws Laws of a jurisdiction outside the United States shall provide the Agent and the Borrower Borrowers with duly completed copies of Form 1001 or Form 4224 or any successor form prescribed by the Internal Revenue Service of the United States certifying that such Bank Lender is exempt from United States withholding taxes with respect to all payments to be made to such Bank Lender hereunder or other document satisfactory to Holdings, on behalf of the Borrower Borrowers, and the Agent indicating that all payments to be made to such Bank Lender hereunder are not subject to such taxes and (ii) each other Bank shall provide the Agent and the Borrower with a written statement which certifies that such Bank is not a non-resident alien or foreign corporation and which otherwise satisfies Treasury Regulation Section 1.1441-5(b) or any successor regulation under the Internal Revenue Code (each such certificate or statementcertificate, an "Exemption Certificate"). Unless the Agent and the Borrower Holdings have received an Exemption Certificate from such BankLender, the BorrowerBorrowers, or the Agent if the Borrower has Borrowers have not withheld, may withhold taxes from such payments at the applicable statutory rate (subject, in the case of the Borrower Borrowers to the requirements of Section 0 above3.9(a)); provided, however, that, that if the Borrower has so withheld, the Borrower Borrowers have withheld Holdings shall so notify the Agent. If the Borrower is Borrowers are required to pay additional amounts to any Bank Lender pursuant to this Section 03.9, such Bank Lender shall use commercially reasonable efforts to designate a different Lending Office if such designation will thereafter avoid the need for any additional payments under this Section 0 3.9 and will not, in the sole good faith judgment of such BankLender, be otherwise disadvantageous to such BankLender in any material respect. A Bank Lender which ceases to be exempt from United States withholding taxes shall notify the Agent and the Borrower Borrowers promptly thereof. If a Bank organized under the laws of a jurisdiction other than the United States or a political subdivision thereof fails to comply with the provisions of this Subsection (f), then the Borrower shall not have any obligation to increase the sum payable to such Bank pursuant to this Section 0 or to indemnify such Bank for Taxes as provided in this Section.

Exemption Certificate. Not later than: (a) than the Closing Datecommencement of the Commitment Period or, (b) in the case of any bank or financial institution that becomes a Bank after the Closing Date such date, pursuant to Section 0 of this AgreementArticle 13, the date of the instrument of assignment pursuant to which such bank or financial institution became a Bank, (c) and annually on each Anniversary Date thereafter or (d) at such other times as the Agent or the Borrower may reasonably request: (i) , each Bank organized under the laws Laws of a jurisdiction outside the United States shall provide the Agent and the Borrower with duly completed copies of Form 1001 or Form 4224 or any successor form prescribed by the Internal Revenue Service of the United States certifying that such Bank is exempt from United States withholding taxes with respect to all payments to be made to such Bank hereunder or other document satisfactory to the Borrower and the Agent indicating that all payments to be made to such Bank hereunder are not subject to such taxes and (ii) each other Bank shall provide the Agent and the Borrower with a written statement which certifies that such Bank is not a non-resident alien or foreign corporation and which otherwise satisfies Treasury Regulation Section 1.1441-5(b) or any successor regulation under the Internal Revenue Code (each such certificate or statementcertificate, an "Exemption Certificate"). Unless the Agent and the Borrower have has received an Exemption Certificate from such Bank, the Borrower, or the Agent if the Borrower has not withheld, may withhold taxes from such payments at the applicable statutory rate (subject, in the case of the Borrower to the requirements of Section 0 above3.9(a)); provided, however, that, that if the Borrower has so withheld, the Borrower withheld it shall so notify the Agent. If the Borrower is required to pay additional amounts to any Bank pursuant to this Section 03.9, such Bank shall use commercially reasonable efforts to designate a different Lending Office if such designation will thereafter avoid the need for any additional payments under this Section 0 3.9 and will not, in the sole good faith judgment of such Bank, be otherwise disadvantageous to such Bank. A Bank which ceases to be exempt from United States withholding taxes shall notify the Agent and the Borrower promptly thereof. If a Bank organized under the laws of a jurisdiction other than the United States or a political subdivision thereof fails to comply with the provisions of this Subsection (f), then the Borrower shall not have any obligation to increase the sum payable to such Bank pursuant to this Section 0 or to indemnify such Bank for Taxes as provided in this Section.

Exemption Certificate. Not later than: (a) the Closing Date, (b) in the case of any bank or financial institution that becomes a Bank Bank, Designated Swing Line Lender or Designated Letter of Credit Issuer after the Closing Date pursuant to Section 0 of this AgreementDate, the date of the instrument of assignment 114 124 pursuant to which such bank or financial institution became a Bank, Designated Swing Line Lender or Designated Letter of Credit Issuer, (c) annually on each Anniversary Date thereafter or (d) such other times as the Administrative Agent or the Borrower Representative may reasonably request: (i) each Bank Bank, Designated Swing Line Lender or Designated Letter of Credit Issuer organized under the laws of a jurisdiction outside the United States shall provide the Administrative Agent and the Borrower Representative with duly completed copies of Form 1001 or Form 4224 or any successor form prescribed by the Internal Revenue Service of the United States certifying that such Bank Bank, Designated Swing Line Lender or Designated Letter of Credit Issuer is exempt from United States withholding taxes with respect to all payments to be made to such Bank hereunder or other document satisfactory to the Borrower Borrowers and the Administrative Agent indicating that all payments to be made to such Bank Bank, Designated Swing Line Lender or Designated Letter of Credit Issuer hereunder are not subject to such taxes and (ii) each other Bank Bank, Designated Swing Line Lender or Designated Letter of Credit Issuer shall provide the Administrative Agent and the Borrower Representative with a written statement which certifies that such Bank Bank, Designated Swing Line Lender or Designated Letter of Credit Issuer is not a non-resident alien or foreign corporation and which otherwise satisfies Treasury Regulation Section 1.1441-5(b) or any successor regulation under the Internal Revenue Code (each such certificate or statement, an "Exemption Certificate"). Unless the Administrative Agent and the Borrower Representative have received an Exemption Certificate from such Bank, Designated Swing Line Lender or Designated Letter of Credit Issuer, the BorrowerBorrowers, or the Administrative Agent if the Borrower has Borrowers have not withheld, may withhold taxes from such payments at the applicable statutory rate (subject, in the case of the Borrower Borrowers to the requirements of Section 0 13.3(a) above); provided, however, that, if the Borrower has so Borrowers have withheld, the Borrower Representative shall so notify the Administrative Agent. If the Borrower is required to pay additional amounts to any Bank pursuant to this Section 0, such Bank shall use commercially reasonable efforts to designate a different Lending Office if such designation will thereafter avoid the need for any additional payments under this Section 0 and will not, in the sole judgment of such Any Bank, be otherwise disadvantageous to such Bank. A Bank Designated Swing Line Lender or Designated Letter of Credit Issuer which ceases to be exempt from United States withholding taxes shall notify the Administrative Agent and the Borrower Representative promptly thereof. If a Bank organized under the laws of a jurisdiction other than the United States or a political subdivision thereof fails to comply with the provisions of this Subsection (f), then the Borrower shall not have any obligation to increase the sum payable to such Bank pursuant to this Section 0 or to indemnify such Bank for Taxes as provided in this Section.

Exemption Certificate. Not later than: (a) than the Closing Datecommencement of the Commitment Period or, (b) in the case of any bank or financial institution that becomes a Bank Lender after the Closing Date such date, pursuant to Section 0 of this AgreementArticle 14, the date of the instrument of assignment pursuant to which such bank or financial institution became a BankLender, (c) and annually on each Anniversary Date thereafter or (d) at such other times as the Agent or the Borrower Borrowers may reasonably request: (i) , each Bank Lender organized under the laws Laws of a jurisdiction outside the United States shall provide the Agent and the Borrower Borrowers with duly completed copies of Form 1001 or Form 4224 or any successor form prescribed by the Internal Revenue Service of the United States certifying that such Bank Lender is exempt from United States withholding taxes with respect to all payments to be made to such Bank Lender hereunder or other document satisfactory to Holdings, on behalf of the Borrower Borrowers, and the Agent indicating that all payments to be made to such Bank Lender hereunder are not subject to such taxes and (ii) each other Bank shall provide the Agent and the Borrower with a written statement which certifies that such Bank is not a non-resident alien or foreign corporation and which otherwise satisfies Treasury Regulation Section 1.1441-5(b) or any successor regulation under the Internal Revenue Code (each such certificate or statementcertificate, an "“Exemption Certificate"”). Unless the Agent and the Borrower Holdings have received an Exemption Certificate from such BankLender, the BorrowerBorrowers, or the Agent if the Borrower has Borrowers have not withheld, may withhold taxes from such payments at the applicable statutory rate (subject, in the case of the Borrower Borrowers to the requirements of Section 0 above3.9(a)); provided, however, that, that if the Borrower has so withheld, the Borrower Borrowers have withheld Holdings shall so notify the Agent. If the Borrower is Borrowers are required to pay additional amounts to any Bank Lender pursuant to this Section 03.9, such Bank Lender shall use commercially reasonable efforts to designate a different Lending Office if such designation will thereafter avoid the need for any additional payments under this Section 0 3.9 and will not, in the sole good faith judgment of such BankLender, be otherwise disadvantageous to such BankLender in any material respect. A Bank Lender which ceases to be exempt from United States withholding taxes shall notify the Agent and the Borrower Borrowers promptly thereof. If a Bank organized under the laws of a jurisdiction other than the United States or a political subdivision thereof fails to comply with the provisions of this Subsection (f), then the Borrower shall not have any obligation to increase the sum payable to such Bank pursuant to this Section 0 or to indemnify such Bank for Taxes as provided in this Section.

Exemption Certificate. Not later than: (a) the Closing Date, (b) in the case of any bank or financial institution that becomes a Bank Lender or the Designated Letter of Credit Issuer after the Closing Date pursuant to Section 0 of this AgreementDate, the date of the instrument of assignment pursuant to which such bank or financial institution became a BankLender or the Designated Letter of Credit Issuer, (c) annually on each Anniversary Date thereafter or (d) such other times as the Administrative Agent or the Borrower may reasonably request: (i) each Bank Lender or the Designated Letter of Credit Issuer organized under the laws of a jurisdiction outside the United States shall provide the Administrative Agent and the Borrower with duly completed copies of Form 1001 or Form 4224 or any successor form prescribed by the Internal Revenue Service of the United States certifying that such Bank Lender or the 109 116 Designated Letter of Credit Issuer is exempt from United States withholding taxes with respect to all payments to be made to such Bank Lender hereunder or other document satisfactory to the Borrower and the Administrative Agent indicating that all payments to be made to such Bank Lender or the Designated Letter of Credit Issuer hereunder are not subject to such taxes and (ii) each other Bank Lender or the Designated Letter of Credit Issuer shall provide the Administrative Agent and the Borrower with a written statement which certifies that such Bank Lender or the Designated Letter of Credit Issuer is not a non-resident alien or foreign corporation and which otherwise satisfies Treasury Regulation Section 1.1441-5(b) or any successor regulation under the Internal Revenue Code (each such certificate or statement, an "Exemption Certificate"). Unless the Administrative Agent and the Borrower have received an Exemption Certificate from such BankLender or the Designated Letter of Credit Issuer, the Borrower, or the Administrative Agent if the Borrower has have not withheld, may withhold taxes from such payments at the applicable statutory rate (subject, in the case of the Borrower to the requirements of Section 0 14.3(a) above); providedPROVIDED, howeverHOWEVER, that, if the Borrower has so have withheld, the Borrower shall so notify the Administrative Agent. If Any Lender or the Borrower is required to pay additional amounts to any Bank pursuant to this Section 0, such Bank shall use commercially reasonable efforts to designate a different Lending Office if such designation will thereafter avoid the need for any additional payments under this Section 0 and will not, in the sole judgment Designated Letter of such Bank, be otherwise disadvantageous to such Bank. A Bank Credit Issuer which ceases to be exempt from United States withholding taxes shall notify the Administrative Agent and the Borrower promptly thereof. If a Bank organized under the laws of a jurisdiction other than the United States or a political subdivision thereof fails to comply with the provisions of this Subsection (f), then the Borrower shall not have any obligation to increase the sum payable to such Bank pursuant to this Section 0 or to indemnify such Bank for Taxes as provided in this Section.

Exemption Certificate. Not later than: (a) the Closing Date, (b) in the case of any bank or financial institution that becomes a Bank after the Closing Date pursuant to Section 0 of this AgreementDate, the date of the instrument of assignment pursuant to which such bank or financial institution became a Bank, (c) annually on each Anniversary Date thereafter or (d) such other times as the Agent or the Borrower may reasonably request: (i) each Bank organized under the laws of a jurisdiction outside the United States shall provide the Agent and the Borrower with duly completed copies of Form 1001 or Form 4224 or any successor form prescribed by the Internal Revenue Service of the United States certifying that such Bank is exempt from United States withholding taxes with respect to all payments to be made to such Bank hereunder or other document satisfactory to the Borrower and the Agent indicating that all payments to be made to such Bank hereunder are not subject to such taxes and (ii) each other Bank shall provide the Agent and the Borrower with a written statement which certifies that such Bank is not a non-resident alien or foreign corporation and which otherwise satisfies Treasury Regulation Section 1.1441-5(b) or any successor regulation under the Internal Revenue Code (each such certificate or statement, an "Exemption Certificate"). Unless the Agent and the Borrower have received an Exemption Certificate from such Bank, the Borrower, or the Agent if the Borrower has not withheld, may withhold taxes from such payments at the applicable statutory rate (subject, in the case of the Borrower to the requirements of Section 0 13.3(a) above); providedPROVIDED, howeverHOWEVER, that, that if the Borrower has so withheld, withheld the Borrower shall so notify the Agent. If the Borrower is required to pay additional amounts to any Bank pursuant to this Section 013.3, such Bank shall use commercially reasonable efforts to designate a different Lending Office if such designation will thereafter avoid the need for any additional payments under this Section 0 13.3 and will not, in the sole judgment of such Bank, be otherwise disadvantageous to such Bank. A Bank which ceases to be exempt from United States withholding taxes shall notify the Agent and the Borrower promptly thereof. If a Bank organized under the laws of a jurisdiction other than the United States or a political subdivision thereof fails to comply with the provisions of this Subsection (f), then the Borrower shall not have any obligation to increase the sum payable to such Bank pursuant to this Section 0 or to indemnify such Bank for Taxes as provided in this Section.

Exemption Certificate. Not later than: (a) the Closing Date, (b) in the case of any bank or financial institution that becomes a Bank Lender after the Closing Date pursuant to Section 0 of this AgreementDate, the date of the instrument of assignment pursuant to which such bank or financial institution became a BankLender, (c) annually on each Anniversary anniversary date of the Closing Date thereafter or (d) such other times as the Agent or the Borrower may reasonably request: (i) each Bank Lender organized under the laws of a jurisdiction outside the United States shall provide the Agent and the Borrower with duly completed copies of Form 1001 or Form 4224 or any successor form prescribed by the Internal Revenue Service of the United States certifying that such Bank Lender is exempt from United States withholding taxes with respect to all payments to be made to such Bank Lender hereunder or other document satisfactory to the Borrower and the Agent indicating that all payments to be made to such Bank Lender hereunder are not subject to such taxes and (ii) each other Bank Lender shall provide the Agent and the Borrower with a written statement which certifies that such Bank Lender is not a non-resident alien or foreign corporation and which otherwise satisfies Treasury Regulation Section 1.1441-5(b) or any successor regulation under the Internal Revenue Code (each such certificate or statement, an "Exemption Certificate"). Unless the Agent and the Borrower have received an Exemption Certificate from such BankLender, the Borrower, or the Agent if the Borrower has not withheld, may withhold taxes from such payments at the applicable statutory rate (subject, in the case of the Borrower to the requirements of Section 0 13.3(a) above); provided, however, that, that if the Borrower has so withheld, withheld the Borrower shall so notify the Agent. If the Borrower is required to pay additional amounts to any Bank Lender pursuant to this Section 013.3, such Bank Lender shall use commercially reasonable efforts to designate a different Lending Office if such designation will thereafter avoid the need for any additional payments under this Section 0 13.3 and will not, in the sole judgment of such BankLender, be otherwise disadvantageous to such BankLender. A Bank Lender which ceases to be exempt from United States withholding taxes shall notify the Agent and the Borrower promptly thereof. If a Bank organized under the laws of a jurisdiction other than the United States or a political subdivision thereof fails to comply with the provisions of this Subsection (f), then the Borrower shall not have any obligation to increase the sum payable to such Bank pursuant to this Section 0 or to indemnify such Bank for Taxes as provided in this Section.

Exemption Certificate. Not later than: (a) than the Closing Datecommencement of the Commitment Period or, (b) in the case of any bank or financial institution that becomes a Bank after the Closing Date such date, pursuant to Section 0 of this AgreementArticle 13, the date of the instrument of assignment pursuant to which such bank or financial institution became a Bank, (c) and annually on each Anniversary Date thereafter or (d) at such other times as the Agent or the Borrower Borrowers may reasonably request: , (i) each Bank organized under the laws Laws of a jurisdiction outside the United States shall provide the Agent and the Borrower Borrowers with duly completed copies of Form 1001 or Form 4224 or any successor form prescribed by the Internal Revenue Service of the United States certifying that such Bank is exempt from United States withholding taxes with respect to all payments to be made to such Bank hereunder or other document satisfactory to the Borrower Borrowers and the Agent indicating that all payments to be made to such Bank hereunder are not subject to such taxes and (ii) each other Bank shall provide the Agent and the Borrower Borrowers with a written statement which certifies that such Bank it is not a non-resident alien or foreign corporation and which otherwise satisfies Treasury Regulation Section 1.1441-5(b5(13) or any successor regulation under the Internal Revenue Code (each such certificate or statement, an "Exemption Certificate"). Unless the Agent and the Borrower Borrowers have received an Exemption Certificate from such Bank, the BorrowerBorrowers, or the Agent if the Borrower has Borrowers have not withheld, may withhold taxes from such payments at the applicable statutory rate (subject, in the case of the Borrower Borrowers to the requirements of Section 0 above3.9(a)); provided, however, that, that if the Borrower Borrowers has so withheld, the Borrower withheld it shall so notify the Agent. If the Borrower is Borrowers are required to pay additional amounts to any Bank pursuant to this Section 03.9, such Bank shall use commercially reasonable efforts to designate a different Lending Office if such designation will thereafter avoid the need for any additional payments under this Section 0 3.9 and will not, in the sole judgment of such Bank, be otherwise disadvantageous to such Bank. A Bank which ceases to be exempt from United States withholding taxes shall notify the Agent and the Borrower Borrowers promptly thereof. If a Bank organized under the laws of a jurisdiction other than the United States or a political subdivision thereof fails to comply with the provisions of this Subsection (f), then the Borrower shall not have any obligation to increase the sum payable to such Bank pursuant to this Section 0 or to indemnify such Bank for Taxes as provided in this Section.