Common use of Foreign Lender Clause in Contracts

Foreign Lender. If any Lender is not incorporated or organized under the laws of the United States of America or a state thereof, such Lender shall deliver to and the Agent at the following: (a) Two duly completed copies of United States Internal Revenue Service Form 1001 or 4224 or successor form, as the case may be, certifying in each case that such Lender is entitled to receive payments under this Credit Agreement and the Notes without deduction or withholding of any United States federal income taxes; provided, however, that if such Lender is not a "bank" within the meaning of Section 881 (c)(3)(A) of the Code and cannot deliver Form 100 br 4224, such Lender shall deliver to and the Agent a certificate to such effect; and (b) A duly completed Internal Revenue Service Form W-8 or W-9 or successor form, as the case may be, to establish an exemption from United States backup withholding tax. Each such Lender that delivers to and the Agent a Form 1001 or 4224 and Form W-S or 9 pursuant to this ss. 18 further undertakes to deliver to and the Agent two further copies of Form 1001 or 4224 and Form W-8 or W-9, or successor applicable form, or other manner of certification, as the case may be, on or before the date that any such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it to and the Agent. Such Forms 1001 or 4224 shall certify that such Lender is entitled to receive payments under this Credit Agreement without deduction or withholding of any United States federal income taxes. The foregoing documents need not be delivered in the event any change in treaty, law or regulation or official interpretation thereof has occurred which renders all such forms inapplicable or which would prevent such Lender from delivering any such form with respect to it, or such Lender advises that it is not capable of receiving payments without any deduction or withholding of United States federal income tax and, in the case of a Form W-8 or W-9, establishing an exemption from United States backup withholding tax. Until such time as and the Agent have received such forms indicating that payments hereunder are not subject to United States withholding tax or are subject to such tax at a rate reduced by an applicable tax treaty, Borrowers shall withhold taxes from such payments at the applicable statutory rate without regard to ss.4.1(b).

Foreign Lender. If any Each Lender that is not incorporated or organized under the laws of the United States of America or a state thereofthereof shall: (a) on or before the date of any payment by the Borrower under this Agreement or Note(s) to such Lender, such Lender shall deliver to the Borrower and the Agent at the following: (ax) Two two duly completed copies of United States Internal Revenue Service Form 1001 or 4224 4224, or successor applicable form, as the case may be, certifying in each case that such Lender it is entitled to receive payments under this Credit Agreement and the any Notes without deduction or withholding of any United States federal income taxes; provided, however, that if such Lender is not a "bank" within the meaning of Section 881 taxes and (c)(3)(Ay) of the Code and cannot deliver Form 100 br 4224, such Lender shall deliver to and the Agent a certificate to such effect; and (b) A duly completed an Internal Revenue Service Form W-8 or W-9 or successor form, as the case may be, to establish an exemption from United States backup withholding tax. Each such Lender that delivers to and the Agent a Form 1001 or 4224 and Form W-S or 9 pursuant to this ss. 18 further undertakes to deliver to and the Agent two further copies of Form 1001 or 4224 and Form W-8 or W-9, or successor applicable form, or other manner of certification, as the case may be, certifying that it is entitled to an exemption from United States backup withholding tax; (b) deliver to the Borrower and the Agent two further copies of any such form or certification on or before the date that any such form or certification expires or becomes obsolete or and after the occurrence of any event requiring a change in the most recent form previously delivered by it to the Borrower; and (c) obtain such extensions of time for filing and complete such forms or certifications as may reasonably be requested by the Borrower or the Agent. In the case of any such Lender that is not a "bank" within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, such Lender shall (A) represent to the Borrower (for the benefit of the Borrower and the Agent. Such Forms 1001 or 4224 shall certify that such Lender is entitled to receive payments under this Credit Agreement without deduction or withholding of any United States federal income taxes. The foregoing documents need not be delivered in the event any change in treaty, law or regulation or official interpretation thereof has occurred which renders all such forms inapplicable or which would prevent such Lender from delivering any such form with respect to it, or such Lender advises ) that it is not capable a bank within the meaning of receiving payments without Section 881(c)(3)(A) of the Internal Revenue Code, (B) agree to furnish to the Borrower, on or before the date of any deduction payment by the Borrower, with a copy to the Agent, two accurate and complete original signed copies of Internal Revenue Service Form W-8, or withholding successor applicable form certifying to such Lender's legal entitlement at the date of United States federal income tax and, in the case of a Form W-8 or W-9, establishing such certificate to an exemption from United States backup U.S. withholding tax. Until such time as tax under the provisions of Section 881(c) of the Internal Revenue Code with respect to payments to be made under this Agreement and any Notes (and to deliver to the Borrower and the Agent have received two further copies of such form on or before the date it expires or becomes obsolete and after the occurrence of any event requiring a change in the most recently provided form and, if necessary, obtain any extensions of time reasonably requested by the Borrower or the Agent for filing and completing such forms), and (C) agree, to the extent legally entitled to do so, upon reasonable request by the Borrower, to provide to the Borrower (for the benefit of the Borrower and the Agent) such other forms indicating that as may be reasonably required in order to establish the legal entitlement of such Lender to an exemption from withholding with respect to payments hereunder are not subject to United States withholding tax or are subject to such tax at a rate reduced by an applicable tax treaty, Borrowers shall withhold taxes from such payments at the applicable statutory rate without regard to ss.4.1(b)under this Agreement and any Notes.

Foreign Lender. If any Lender is not incorporated or organized under the laws law of the United States of America or a state thereof, such Lender shall deliver to the Lead Borrower and the Administrative Agent at the following: (ai) Two duly completed copies of United States Internal Revenue Service Form 1001 or 4224 or successor form, as the case may be, certifying in each case that such Lender is entitled to receive payments under this Credit Agreement and the Notes Revolving Credit Note without deduction or withholding of any United States federal income taxes; provided, however, that if such Lender is not a "bank" within the meaning of Section 881 (c)(3)(A881(c)(3)(A) of the Code and cannot deliver Form 100 br 1001 or 4224, such Lender shall deliver to the Lead Borrower and the Administrative Agent a certificate to such effect; and (bii) A duly completed Internal Revenue Service Form W-8 or W-9 W- 9 or successor form, as the case may be, to establish an exemption from United States backup withholding tax. Each such Lender that delivers to the Lead Borrower and the Administrative Agent a Form 1001 or 4224 and Form W-S W-8 or 9 W-9 pursuant to this ss. 18 Section 17-12 further undertakes to deliver to the Lead Borrower and the Administrative Agent two further copies of Form 1001 or 4224 and Form W-8 or W-9, or successor applicable form, or other manner of certification, as the case may be, on or before the date that any such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it to the Lead Borrower and the Administrative Agent. Such Forms 1001 or 4224 shall certify that such Lender is entitled to receive payments under this Credit Agreement without deduction or withholding of any United States federal income taxes. The foregoing documents need not be delivered in the event any change in treaty, law or regulation or official interpretation thereof has occurred which renders all such forms inapplicable or which would prevent such Lender from delivering any such form with respect to it, or such Lender advises the Lead Borrower that it is not capable of receiving payments without any deduction or withholding of United States federal income tax and, in the case of a Form W-8 or W-9, establishing an exemption from United States backup withholding tax. Until such time as the Lead Borrower and the Administrative Agent have received such forms indicating that payments hereunder are not subject to United States withholding tax or are subject to such tax at a rate reduced by an applicable tax treaty, the Borrowers shall withhold taxes from such payments at the applicable statutory rate without regard to ss.4.1(b)the provisions of Article 3 above.