Common use of Foreign Lenders Clause in Contracts

Foreign Lenders. Each Lender which would be considered a foreign lender under the IRC (“Foreign Lender”) as to which payments made under this Agreement or under the Notes is exempt for withholding tax under the IRC or is subject to withholding tax at a reduced rate under an applicable statute or tax treaty shall provide to Borrower and Administrative Agent (i) a properly completed and executed United States Internal Revenue Service Form W-8ECI or W-8BEN or other applicable form, certificate or document prescribed by the Internal Revenue Service of the United States certifying as to such Foreign Lender’s entitlement to such exemption or reduced rate of withholding with respect to payments to be made to such Foreign Lender under this Agreement and under the Notes (a “Certificate of Exemption”) or (ii) letter from any such Foreign Lender stating that it is not entitled to any such exemption or reduced rate of withholding (a “Letter of Non-Exemption”). Prior to becoming a Lender under this Agreement and within 15 days after a reasonable written request of Borrower or Administrative Agent from time to time thereafter, each Foreign Lender that becomes a Lender under this Agreement shall provide a Certificate of Exemption or a Letter of Non-Exemption to Borrower and Administrative Agent. If a Foreign Lender is entitled to an exemption with respect to payments to be made to such Foreign Lender under this Agreement (or to a reduced rate of withholding) and does not provide a Certificate of Exemption to Borrower and Administrative Agent within the time periods set forth in the preceding paragraph, Borrower shall withhold taxes from payments to such Foreign Lender at the applicable statutory rates and Borrower shall not be required to pay any additional amounts as a result of such withholding, provided that all such withholding shall cease or be reduced, as appropriate, upon delivery by such Foreign Lender of a Certificate of Exemption to Borrower and Administrative Agent. Credit Agreement/Atlantic Tele-Network, Inc.

Appears in 1 contract

Sources: Credit Agreement (Atlantic Tele Network Inc /De)

Foreign Lenders. Each Lender which would be considered a foreign lender organized under the IRC laws of a --------------- jurisdiction outside the United States (a "Foreign Lender") as to which payments to be made under this Agreement or under the Notes is Revolving Note[s] are exempt for from United States withholding tax under the IRC or is are subject to United States withholding tax at a reduced rate under an applicable statute or tax treaty shall provide to Borrower and Administrative Agent (i) a properly completed and executed United States Internal Revenue Service Form W-8ECI 4224 or W-8BEN Form 1001 or other applicable form, certificate or document prescribed by the Internal Revenue Service of the United States certifying as to such Foreign Lender’s 's entitlement to such exemption or reduced rate of withholding with respect to payments to be made to such Foreign Lender under this Agreement and or under the Notes Revolving Notes, (a "Certificate of Exemption”) "), or (ii) a letter from any such Foreign Lender stating that it is not entitled to any such exemption or reduced rate of withholding (a "Letter of Non-Exemption"). Prior to becoming a Lender under this Agreement and within 15 fifteen (15) days after a reasonable written request of Borrower or Administrative Agent from time to time thereafter, each Foreign Lender that becomes a Lender under this Agreement shall provide a Certificate of Exemption or a Letter of Non-Exemption to Borrower and Administrative Agent. If a Foreign Lender is entitled to an exemption with respect to payments to be made to such Foreign Lender under this Agreement (or to a reduced rate of withholding) and does not provide a Certificate of Exemption to Borrower and Administrative Agent within the time periods set forth in the preceding paragraph, Borrower shall withhold taxes from payments to such Foreign Lender at the applicable statutory rates and Borrower shall not be required to pay any additional amounts as a result of such withholding; provided, provided however, that all such withholding -------- shall cease or be reduced, as appropriate, upon delivery by such Foreign Lender of a Certificate of Exemption to Borrower and Administrative Agent. Credit Agreement/Atlantic Tele-Network, Inc..

Appears in 1 contract

Sources: Loan and Security Agreement (Tower Air Inc)

Foreign Lenders. Each Lender which would be considered a foreign lender Lender, and the successors and assignees of such Lender, organized under the IRC laws of a jurisdiction outside of Canada (each, a “Foreign Lender”) as ), to which whom payments to be made under this Agreement or under the Notes is may be exempt for from Canadian withholding tax under the IRC law of the jurisdiction in which the relevant Lender is located or is subject to withholding tax at a reduced rate under an applicable statute or any tax treaty shall to which such jurisdiction is a party shall, at the time or times prescribed by applicable law, provide to Borrower and Administrative Agent (iwith a copy to Agent) a properly completed and executed United States Internal Revenue Service Form W-8ECI or W-8BEN or other any applicable form, certificate or document prescribed by the Internal Revenue Service of the United States document, in each case certifying as to such Foreign Lender’s entitlement to such exemption or reduced rate of withholding with respect to payments to be made to such Foreign Lender under this Agreement and under the Notes (a “Certificate of Exemption”) or (ii) letter from any such Foreign Lender stating that it is not entitled to any such exemption or reduced rate of withholding (a “Letter of Non-Exemption”). Prior to becoming a Lender under this Agreement and within 15 fifteen (15) days after a reasonable written request of Borrower or Administrative Agent from time to time thereafter, each Foreign Lender that becomes a Lender under this Agreement shall provide a Certificate of Exemption or a Letter of Non-Exemption to Borrower and Administrative Agent; provided that no Person who would otherwise be a Foreign Lender shall become a Lender hereunder unless such Person is able to deliver a Certificate of Exception at the time it becomes a Lender. If a Foreign Lender is entitled to an exemption with respect to payments to be made to such Foreign Lender under this Agreement (or to a reduced rate of withholding) and does not provide a Certificate of Exemption to Borrower and Administrative Agent within the time periods set forth in the preceding paragraph, Borrower shall withhold taxes from payments to such Foreign Lender at the applicable statutory rates and Borrower shall not be required to pay any additional amounts as a result of such withholding; provided, provided however, that all such withholding shall cease or be reduced, as appropriate, upon delivery by such Foreign Lender of a Certificate of Exemption to Borrower and Administrative Agent. Credit Agreement/Atlantic Tele-Network, Inc..

Appears in 1 contract

Sources: Loan and Security Agreement (Beacon Roofing Supply Inc)

Foreign Lenders. Each Lender which would be considered a foreign lender organized under the IRC laws of a jurisdiction outside the United States (a "Foreign Lender") as to which payments to be made under this Agreement or under the Notes is are exempt for from United States withholding tax under the IRC or is are subject to United States withholding tax at a reduced rate under an applicable statute or tax treaty shall provide to Borrower Borrowers and Administrative Collateral Agent (i1) a properly completed and executed United States Internal Revenue Service Form W-8BEN or Form W-8ECI or W-8BEN or other applicable form, certificate or document prescribed by the Internal Revenue Service of the United States of America certifying as to such Foreign Lender’s 's entitlement to such exemption or reduced rate of withholding with respect to payments to be made to such Foreign Lender under this Agreement and under the Notes Agreement, (a "Certificate of Exemption”) "), or (ii2) a letter from any such Foreign Lender stating that it is not entitled to any such exemption or reduced rate of withholding (a "Letter of Non-Exemption"). Prior to becoming a Lender under this Agreement and within 15 fifteen (15) days after a reasonable written request of Borrower Borrowers or Administrative Collateral Agent from time to time thereafter, each Foreign Lender that becomes a Lender under this Agreement shall provide a Certificate of Exemption or a Letter of Non-Exemption to Borrower Borrowers and Administrative Collateral Agent. If the form provided by a Lender at the time such Lender first becomes a party to this Agreement indicates a United States interest withholding tax rate in excess of zero, withholding tax at such rate shall be considered excluded from "Tax Liabilities" as defined in subsection 2.9(A). If a Foreign Lender is entitled to an exemption with respect to payments to be made to such Foreign Lender under this Agreement (or to a reduced rate of withholding) and does not provide a Certificate of Exemption to Borrower Borrowers and Administrative Collateral Agent within the time periods set forth in the preceding paragraph, Borrower Borrowers shall withhold taxes from payments to such Foreign Lender at the applicable statutory rates rates, and Borrower Borrowers shall not be required to pay any additional amounts as a result of such withholding; provided, provided however, that all such withholding shall cease or be reduced, as appropriate, upon delivery by such Foreign Lender of or a Certificate of Exemption to Borrower Borrowers and Administrative Collateral Agent. Credit Agreement/Atlantic Tele-Network, Inc..

Appears in 1 contract

Sources: Loan and Security Agreement (Sun Healthcare Group Inc)

Foreign Lenders. Each Lender which would be considered a foreign lender organized under the IRC laws of a jurisdiction outside the US (a "Foreign Lender") as to which payments to be made under this Agreement or under the Notes is are exempt for from US withholding tax under the IRC or is are subject to US withholding tax at a reduced rate under an applicable statute or tax treaty shall provide to Borrower Borrowing Agent and Administrative Agent (i1) a properly completed and executed United States Internal Revenue Service Form W-8BEN or Form W-8ECI or W-8BEN or other applicable form, certificate or document prescribed by the Internal Revenue Service of the United States US certifying as to such Foreign Lender’s 's entitlement to such exemption or reduced rate of withholding with respect to payments to be made to such Foreign Lender under this Agreement and under the Notes Agreement, (a "Certificate of Exemption”) "), or (ii2) a letter from any such Foreign Lender stating that it is not entitled to any such exemption or reduced rate of withholding (a "Letter of Non-Exemption"). Prior to becoming a Lender under this Agreement and within 15 fifteen (15) days after a reasonable written request of Borrower Borrowing Agent or Administrative Agent from time to time thereafter, each Foreign Lender that becomes a Lender under this Agreement shall provide a Certificate of Exemption or a Letter of Non-Exemption to Borrower Borrowing Agent and Administrative Agent. If a Foreign Lender is entitled to an exemption with respect to payments to be made to such Foreign Lender under this Agreement (or to a reduced rate of withholding) and does not provide a Certificate of Exemption to Borrower Borrowing Agent and Administrative Agent within the time periods set forth in the preceding paragraph, Borrower the Borrowers shall withhold taxes from payments to such Foreign Lender at the applicable statutory rates and no Borrower shall not be required to pay any additional amounts as a result of such withholding; provided, provided however, that all such withholding shall cease or be reduced, as appropriate, upon delivery by such Foreign Lender of a Certificate of Exemption to Borrower Borrowing Agent and Administrative Agent. Credit Agreement/Atlantic Tele-Network, Inc..

Appears in 1 contract

Sources: Loan and Security Agreement (Rocky Shoes & Boots Inc)

Foreign Lenders. Each Lender which would be considered a foreign lender organized under the IRC laws of a jurisdiction outside the United States (a "Foreign Lender") as to which payments to be made under this Agreement or under the Notes is are exempt for from United States withholding tax under the IRC or is are subject to United States withholding tax at a reduced rate under an applicable statute or tax treaty shall provide to Borrower and Administrative Agent (i1) a properly completed and executed United States Internal Revenue Service Form W-8BEN or Form W-8ECI or W-8BEN or other applicable form, certificate or document prescribed by the Internal Revenue Service of the United States certifying as to such Foreign Lender’s 's entitlement to such exemption or reduced rate of withholding with respect to payments to be made to such Foreign Lender under this Agreement and under the Notes (a "Certificate of Exemption") or (ii2) a letter from any such Foreign Lender stating that it is not entitled to any such exemption or reduced rate of withholding (a "Letter of Non-Exemption"). Prior to becoming a Lender under this Agreement and within 15 days after a reasonable written request of Borrower or Administrative Agent from time to time thereafter, each Foreign Lender that becomes a Lender under this Agreement shall provide a Certificate of Exemption or a Letter of Non-Exemption to Borrower and Administrative Agent. If a Foreign Lender is entitled to an exemption with respect to payments to be made to such Foreign Lender under this Agreement (or to a reduced rate of withholding) and does not provide a Certificate of Exemption to Borrower and Administrative Agent within the time periods set forth in the preceding paragraph, Borrower shall withhold taxes from payments to such Foreign Lender at the applicable statutory rates and Borrower shall not be required to pay any additional amounts Additional Amounts as a result of such withholding, provided that all such withholding shall cease or be reduced, as appropriate, upon delivery by such Foreign Lender of a Certificate of Exemption to Borrower and Administrative Agent. Credit Agreement/Atlantic Tele-Network, Inc..

Appears in 1 contract

Sources: Credit Agreement (Cherokee International Corp)

Foreign Lenders. Each Lender which would be considered a foreign lender organized under the IRC laws of a jurisdiction outside the United States (a "Foreign Lender") as to which payments to be made under this Agreement or under the Notes is are exempt for from United States withholding tax under the IRC or is are subject to United States withholding tax at a reduced rate under an applicable statute or tax treaty shall provide to Borrower Borrowers and Administrative Agent (i1) a properly completed and executed United States Internal Revenue Service Form W-8ECI 4224 or W-8BEN Form 1001 or other applicable form, certificate or document prescribed by the Internal Revenue Service of the United States certifying as to such Foreign Lender’s 's entitlement to such exemption or reduced rate of withholding with respect to payments to be made to such Foreign Lender under this Agreement and under the Notes (a "Certificate of Exemption") or (ii2) a letter from any such Foreign Lender stating that it is not entitled to any such exemption or reduced rate of withholding (a "Letter of Non-Exemption"). Prior to becoming a Lender under this Agreement and within 15 fifteen (15) days after a reasonable written request of Borrower CT, on behalf of Borrowers, or Administrative Agent from time to time thereafter, each Foreign Lender that becomes a Lender under this Agreement shall provide a Certificate of Exemption or a Letter of Non-Exemption to Borrower CT, on behalf of Borrowers and Administrative Agent. If a Foreign Lender is entitled to an exemption with respect to payments to be made to such Foreign Lender under this Agreement (or to a reduced rate of withholding) and does not provide a Certificate of Exemption to Borrower CT, on behalf of Borrowers, and Administrative Agent within the time periods set forth in the preceding paragraph, Borrower Borrowers shall withhold taxes from payments to such Foreign Lender at the applicable statutory rates and Borrower Borrowers shall not be required to pay any additional amounts as a result of such withholding, provided that all such withholding shall cease or be reduced, as appropriate, upon delivery by such Foreign Lender of a Certificate of Exemption to Borrower CT, on behalf of Borrowers, and Administrative Agent. Credit Agreement/Atlantic Tele-Network, Inc..

Appears in 1 contract

Sources: Credit Agreement (Ct Communications Inc /Nc)

Foreign Lenders. Each Lender which would be considered a foreign lender organized under the IRC laws of a jurisdiction outside of the United States (“Foreign Lender”) as to which payments made under this Agreement or under the Notes is are exempt for from United States withholding tax under the IRC or is are subject to United States withholding tax at a reduced rate under an applicable statute or tax treaty shall provide to the Borrower and the Administrative Agent (i) promptly upon becoming a Lender under this Agreement or when such Lender designates a new lending office a properly completed and executed United States Internal Revenue Service Form W-8ECI or W-8BEN or other applicable form, certificate or document prescribed by the Internal Revenue Service of the United States certifying as to such Foreign Lender’s entitlement to such exemption or reduced rate of withholding with respect to payments to be made to such Foreign Lender under this Agreement and under the Notes or Form W-8ECI or other applicable form, certificate or document prescribed by the Internal Revenue Service of the United States certifying that payments made to such Foreign Lender are not subject to withholding because they are effectively connected with the conduct of a trade or business in the United States (a “Certificate of Exemption”) or (ii) letter from any such Foreign Lender stating that it is not entitled to any such exemption or reduced rate of withholding (a “Letter of Non-Exemption”). Prior to becoming a Lender under this Agreement and within 15 days after a reasonable written request of Borrower or Administrative Agent from time to time thereafter, each Foreign Lender that becomes a Lender under this Agreement shall provide a Certificate of Exemption or a Letter of Non-Exemption to Borrower and Administrative Agent. If a Foreign Lender is entitled to an exemption with respect to payments to be made to such Foreign Lender under this Agreement or the Notes (or to a reduced rate of withholding) and does not provide a Certificate of Exemption to the Borrower and the Administrative Agent within the time periods set forth in the preceding paragraph, the Borrower shall withhold taxes from payments to such Foreign Lender at the applicable statutory rates and the Borrower shall not be required to pay any additional amounts as a result of such withholding, provided that all such withholding shall shall, to the extent permitted by Applicable Law, cease or be reduced, as appropriate, upon delivery by such Foreign Lender of a Certificate of Exemption to the Borrower and the Administrative Agent. Credit Agreement/Atlantic Tele-Network, Inc..

Appears in 1 contract

Sources: Credit Agreement (Citizens Communications Co)

Foreign Lenders. Each Prior to becoming a Lender which would be considered a foreign lender under the IRC (“Foreign Lender”) as to which payments made under this Agreement and on or before a previously delivered Certificate of Exemption (as defined below) expires or becomes inapplicable or obsolete, other than by reason of a change in the applicable rules as in effect at the time a Lender becomes a Lender under this Agreement, each Lender organized under the Notes is exempt for withholding tax under laws of a jurisdiction outside the IRC or is subject to withholding tax at United States (a reduced rate under an applicable statute or tax treaty "Foreign Lender") shall provide to Borrower Representative and Administrative Agent (i) a properly completed and executed United States Internal Revenue Service IRS Form W-8BEN or Form W-8ECI or W-8BEN or other applicable form, certificate or document prescribed by the Internal Revenue Service IRS of the United States certifying as to such Foreign Lender’s 's entitlement to such an exemption or reduced rate of from a reduction in United States federal withholding tax under the applicable rules as in effect at the time the Lender becomes a Lender under this Agreement with respect to payments to be made to such Foreign Lender under this Agreement and under the Notes (a "Certificate of Exemption”) or (ii) letter from any such Foreign Lender stating that it is not entitled to any such exemption or reduced rate of withholding (a “Letter of Non-Exemption”"). Prior Notwithstanding anything herein to becoming a Lender under this Agreement and within 15 days after a reasonable written request of Borrower or Administrative Agent from time to time thereafterthe contrary, each Foreign Lender that becomes a Lender under this Agreement shall provide a Certificate of Exemption or a Letter of Non-Exemption to Borrower and Administrative Agent. If if a Foreign Lender is entitled unable to an exemption with respect to payments to be made to such Foreign Lender under this Agreement (provide or to a reduced rate of withholding) and does not provide a Certificate of Exemption to Borrower Representative and Administrative Agent claiming an exemption from United States withholding tax within the time periods set forth in the preceding paragraphsentence, Borrower Borrowers shall withhold taxes Taxes from payments to such Foreign Lender at the applicable statutory and treaty rates (taking into account such Foreign Lender's compliance with applicable certification requirements), and Borrower Borrowers shall not be required to pay any additional amounts as a result of such withholding, provided that all such withholding shall cease (or be reduced, as appropriate, reduced to the applicable treaty rate) upon delivery by such Foreign Lender of a Certificate of Exemption to Borrower Representative and Administrative Agent. Credit Agreement/Atlantic Tele-Network, Inc..

Appears in 1 contract

Sources: Credit Agreement (Penhall International Corp)

Foreign Lenders. Each Lender which would be considered a foreign lender organized under the IRC laws of a jurisdiction outside the United States (a “Foreign Lender”) as to which payments to be made under this Agreement or under the Notes is are exempt for from United States withholding tax under the IRC or is are subject to United States withholding tax at a reduced rate under an applicable statute or tax treaty shall provide to Borrower and Administrative Agent (i1) a properly completed and executed United States Internal Revenue Service Form W-8BEN or Form W-8ECI or W-8BEN or other applicable form, certificate or document prescribed by the Internal Revenue Service of the United States of America certifying as to such Foreign Lender’s entitlement to such exemption or reduced rate of withholding with respect to payments to be made to such Foreign Lender under this Agreement and under the Notes Agreement, (a “Certificate of Exemption”) ), or (ii2) a letter from any such Foreign Lender stating that it is not entitled to any such exemption or reduced rate of withholding (a “Letter of Non-Exemption”). Prior to becoming a Lender under this Agreement and within 15 fifteen (15) days after a reasonable written request of Borrower or Administrative Agent from time to time thereafter, each Foreign Lender that becomes a Lender under this Agreement shall provide a Certificate of Exemption or a Letter of Non-Exemption to Borrower and Administrative Agent. If a Foreign Lender is entitled to an exemption with respect to payments to be made to such Foreign Lender under this Agreement (or to a reduced rate of withholding) and does not provide a Certificate of Exemption to Borrower and Administrative Agent within the time periods set forth in the preceding paragraph, Borrower shall withhold taxes from payments to such Foreign Lender at the applicable statutory rates and Borrower shall not be required to pay any additional amounts as a result of such withholding; provided, provided however, that all such withholding shall cease or be reduced, as appropriate, upon delivery by such Foreign Lender of a Certificate of Exemption to Borrower and Administrative Agent. Credit Agreement/Atlantic Tele-NetworkWithout limiting the foregoing, Inc.if any payment made hereunder or under any other Loan Document would be subject to United States withholding tax imposed pursuant to FATCA if the recipient of such payment fails to comply with applicable reporting and other requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such recipient shall use commercially reasonable efforts to deliver to Borrower and Agent, at the time or times prescribed by applicable law or as reasonably requested by Borrower or Agent, (1) two accurate, complete and signed certifications prescribed by applicable law and/or reasonably satisfactory to Borrower and Agent that establish that such payment is exempt from United States withholding tax imposed pursuant to FATCA and (2) any other documentation reasonably requested by Borrower or Agent sufficient for Borrower and Agent to comply with their obligations under FATCA and to determine that such recipient has complied with such applicable reporting and other requirements of FATCA.

Appears in 1 contract

Sources: Loan and Security Agreement (Pizza Inn Holdings, Inc /Mo/)

Foreign Lenders. Each Lender which would be considered a foreign lender organized under the IRC laws of a jurisdiction outside the United States (referred to in this subsection 2.10B as a "Foreign Lender") as to which payments to be made under this Agreement or under the Notes is are exempt for from United States withholding tax under the IRC or is subject to withholding tax at a reduced rate under an applicable statute or tax treaty shall provide to Borrower and Administrative Agent (i) a properly completed and executed United States Internal Revenue Service Form W-8ECI 4224 or W-8BEN Form 1001 or other applicable form, certificate or document prescribed by the Internal Revenue Service of the United States certifying as to such Foreign Lender’s 's entitlement to such exemption or reduced rate of withholding with respect to payments to be made to such Foreign Lender under this Agreement and under the Notes (referred to in this subsection 2.10B as a "Certificate of Exemption") or (ii) a letter from any such Foreign Lender stating that it is not entitled to any such exemption or reduced rate of withholding (a “referred to in this subsection 2.10B as "Letter of Non-Exemption"). Prior to becoming a Lender under this Agreement and within 15 days after a reasonable written request of Borrower or Administrative Agent from time to time thereafter, each Foreign Lender that becomes a Lender under this Agreement shall provide a Certificate of Exemption or a Letter of Non-Exemption to Borrower and Administrative Agent. If a Foreign Lender is entitled to an exemption with respect to payments to be made to such Foreign Lender Bank under this Agreement (or to a reduced rate of withholding) and does not provide a Certificate of Exemption to Borrower and Administrative Agent within the time periods set forth in the preceding paragraph, Borrower shall withhold taxes from payments to such Foreign Lender at the applicable statutory rates and Borrower shall not be required to pay any additional amounts as a result of such withholdingwithholding as provided in subsection 2.10A; provided, provided however, that all such withholding and associated limitations in payment under subsection 2.10A shall cease or be reduced, as appropriate, upon delivery by such Foreign Lender of a Certificate of Exemption to Borrower and Administrative Agent. Credit Agreement/Atlantic Tele-Network, Inc..

Appears in 1 contract

Sources: Credit Agreement (Blue Bird Corp)

Foreign Lenders. Each Lender which would be considered a foreign lender organized under the IRC laws of a jurisdiction outside the United States (a "Foreign Lender") as to which payments to be made under this Agreement or under the Notes is are exempt for from United States withholding tax under the IRC or is are subject to United States withholding tax at a reduced rate under an applicable statute or tax treaty shall provide to Borrower Representative and Administrative Agent (i) a properly completed and executed United States Internal Revenue Service Form W-8ECI 4224 or W-8BEN Form 1001 or other applicable form, certificate or document prescribed by the Internal Revenue Service of the United States certifying as to such Foreign Lender’s 's entitlement to such exemption or reduced rate of withholding with respect to payments to be made to such Foreign Lender under this Agreement and under the Notes (a "Certificate of Exemption”) "), or (ii) a letter from any such Foreign Lender stating that it is not entitled to any such exemption or reduced rate of withholding (a "Letter of Non-Exemption"). Prior to becoming a Lender under this Agreement and within 15 fifteen (15) days after a reasonable written request of Borrower Representative or Administrative Agent from time to time thereafter, each Foreign Lender that becomes a Lender under this Agreement shall provide a Certificate of Exemption or a Letter of Non-Exemption to Borrower Representative and Administrative Agent. If a Foreign Lender is entitled to an exemption with respect to payments to be made to such Foreign Lender under this Agreement (or to a reduced rate of withholding) and does not provide a Certificate of Exemption to Borrower Representative and Administrative Agent within the time periods set forth in the preceding paragraph, Borrower Borrowers shall withhold taxes from payments to such Foreign Lender at the applicable statutory rates and Borrower Borrowers shall not be required to pay any additional amounts as a result of such withholding; provided, provided however, that all such withholding shall cease or be reduced, as appropriate, upon delivery by such Foreign Lender of a Certificate of Exemption to Borrower Representative and Administrative Agent. Credit Agreement/Atlantic Tele-Network, Inc..

Appears in 1 contract

Sources: Loan and Security Agreement (Comforce Corp)

Foreign Lenders. Each Lender which would be considered a foreign lender (if any) organized under the IRC laws of a jurisdiction outside the United States (“Foreign Lender”a "FOREIGN LENDER") as to which payments to be made under this Agreement or under the Notes is are exempt for from United States withholding tax under the IRC or is are subject to United States withholding tax at a reduced rate under an applicable statute or tax treaty shall provide to Borrower and Administrative Agent (i1) a properly completed and executed United States Internal Revenue Service Form W-8ECI 4224 or W-8BEN Form 1001 or other applicable form, certificate or document prescribed by the Internal Revenue Service of the United States certifying as to such Foreign Lender’s 's entitlement to such exemption or reduced rate of withholding with respect to payments to be made to such Foreign Lender under this Agreement and under the Notes (a “Certificate of Exemption”"CERTIFICATE OF EXEMPTION") or (ii2) a letter from any such Foreign Lender stating that it is not entitled to any such exemption or reduced rate of withholding (a “Letter of Non"LETTER OF NON-Exemption”EXEMPTION"). Prior to becoming a Lender under this Agreement and within 15 thirty (30) days after a reasonable written request of Borrower or Administrative Agent from time to time thereafter, each Foreign Lender that becomes a Lender under this Agreement shall provide a Certificate of Exemption or a Letter of Non-Exemption to Borrower and Administrative Agent. If a Foreign Lender is entitled to an exemption with respect to payments to be made to such Foreign Lender under this Agreement (or to a reduced rate of withholding) and does not provide a Certificate of Exemption to Borrower and Administrative Agent within the time periods set forth in the preceding paragraph, Borrower shall withhold taxes from payments to such Foreign Lender at the applicable statutory rates and Borrower shall not be required to pay any additional amounts as a result of such withholding; PROVIDED, provided HOWEVER, that all such withholding shall cease or be reduced, as appropriate, upon delivery by such Foreign Lender of a Certificate of Exemption to Borrower and Administrative Agent. Credit Agreement/Atlantic Tele-Network, Inc..

Appears in 1 contract

Sources: Credit Agreement (Krystal Company)

Foreign Lenders. Each Lender which would be considered a foreign lender organized under the IRC laws of a jurisdiction outside the United States (a "Foreign Lender") as to which payments to be made under this Agreement or under the Notes is are exempt for from United States withholding tax under the IRC or is are subject to United States withholding tax at a reduced rate under an applicable statute or tax treaty shall provide to Borrower and Administrative Agent (i) a properly completed and executed United States Internal Revenue Service Form W-8BEN or Form W-8ECI or W-8BEN or other applicable form, certificate or document prescribed by the Internal Revenue Service of the United States of America certifying as to such Foreign Lender’s 's entitlement to such exemption or reduced rate of withholding with respect to payments to be made to such Foreign Lender under this Agreement and under the Notes Agreement, (a "Certificate of Exemption”) "), or (ii) a letter from any such Foreign Lender stating that it is not entitled to any such exemption or reduced rate of withholding (a "Letter of Non-Exemption"). Prior to becoming a Lender under this Agreement and within 15 fifteen (15) days after a reasonable written request of by Borrower or Administrative Agent from time to time thereafter, each Foreign Lender that becomes a Lender under this Agreement shall provide a Certificate of Exemption or a Letter of Non-Exemption to Borrower and Administrative Agent. If a Foreign Lender is entitled to an exemption with respect to payments to be made to such Foreign Lender under this Agreement (or to a reduced rate of withholding) and does not provide a Certificate of Exemption to Borrower and Administrative Agent within the time periods set forth in the preceding paragraph, Borrower shall withhold taxes from payments to such Foreign Lender at the applicable statutory rates and Borrower shall not be required to pay any additional amounts as a result of such withholding; provided, provided however, that all such withholding shall cease or be reduced, as appropriate, upon delivery by such Foreign Lender of a Certificate of Exemption to Borrower and Administrative Agent. Credit Agreement/Atlantic Tele-Network, Inc..

Appears in 1 contract

Sources: Loan and Security Agreement (Banctec Inc)

Foreign Lenders. Each Lender which would be considered a foreign lender organized under the IRC laws of a jurisdiction outside the United States (a “Foreign Lender”) as to which payments to be made under this Agreement or under the Notes is are exempt for from United States withholding tax under the IRC or is are subject to United States withholding tax at a reduced rate under an applicable statute or tax treaty shall will provide to Borrower and Administrative Agent (i) a properly completed and executed United States Internal Revenue Service Form W-8BEN or Form W-8ECI or W-8BEN or other applicable form, certificate or document prescribed by the Internal Revenue Service of the United States of America certifying as to such Foreign Lender’s entitlement to such exemption or reduced rate of withholding with respect to payments to be made to such Foreign Lender under this Agreement and under the Notes Agreement, (a “Certificate of Exemption”) or (ii) letter from any such ). Each other Foreign Lender must provide to Borrower and Agent a letter stating that it is not entitled to any such exemption or reduced rate of withholding (a “Letter of Non-Exemption”). Prior to becoming a Lender under this Agreement and within 15 fifteen (15) days after a reasonable written request of Borrower or Administrative Agent from time to time thereafter, each Foreign Lender that becomes a Lender under this Agreement shall will provide a Certificate of Exemption or a Letter of Non-Exemption to Borrower and Administrative Agent. If a Foreign Lender is entitled to an exemption with respect to payments to be made to such Foreign Lender under this Agreement (or to a reduced rate of withholding) and does not provide a Certificate of Exemption to Borrower and Administrative Agent within the time periods set forth in the preceding paragraph, Borrower shall will withhold taxes from payments to such Foreign Lender at the applicable statutory rates and Borrower shall will not be required to pay any additional amounts as a result of such withholding; provided, provided however, that all such withholding shall will cease or be reduced, as appropriate, upon delivery by such Foreign Lender of a Certificate of Exemption to Borrower and Administrative Agent. Credit Agreement/Atlantic Tele-Network, Inc..

Appears in 1 contract

Sources: Loan and Security Agreement (Arvinmeritor Inc)

Foreign Lenders. Each Lender which would be considered a foreign lender organized under the IRC laws of a jurisdiction outside the US (a “Foreign Lender”) as to which payments to be made under this Agreement or under the Notes is are exempt for from US withholding tax under the IRC or is are subject to US withholding tax at a reduced rate under an applicable statute or tax treaty shall provide to Borrower Borrowing Agent and Administrative Agent (i1) a properly completed and executed United States Internal Revenue Service Form W-8BEN or Form W-8ECI or W-8BEN or other applicable form, certificate or document prescribed by the Internal Revenue Service of the United States US certifying as to such Foreign Lender’s entitlement to such exemption or reduced rate of withholding with respect to payments to be made to such Foreign Lender under this Agreement and under the Notes Agreement, (a “Certificate of Exemption”) ), or (ii2) a letter from any such Foreign Lender stating that it is not entitled to any such exemption or reduced rate of withholding (a “Letter of Non-Exemption”). Prior to becoming a Lender under this Agreement and within 15 fifteen (15) days after a reasonable written request of Borrower Borrowing Agent or Administrative Agent from time to time thereafter, each Foreign Lender that becomes a Lender under this Agreement shall provide a Certificate of Exemption or a Letter of Non-Exemption to Borrower Borrowing Agent and Administrative Agent. If a Foreign Lender is entitled to an exemption with respect to payments to be made to such Foreign Lender under this Agreement (or to a reduced rate of withholding) and does not provide a Certificate of Exemption to Borrower Borrowing Agent and Administrative Agent within the time periods set forth in the preceding paragraph, Borrower the Borrowers shall withhold taxes from payments to such Foreign Lender at the applicable statutory rates and no Borrower shall not be required to pay any additional amounts as a result of such withholding; provided, provided however, that all such withholding shall cease or be reduced, as appropriate, upon delivery by such Foreign Lender of a Certificate of Exemption to Borrower Borrowing Agent and Administrative Agent. Credit Agreement/Atlantic Tele-Network, Inc..

Appears in 1 contract

Sources: Loan and Security Agreement (Rocky Brands, Inc.)

Foreign Lenders. Each Lender which would be considered a foreign lender organized under the IRC laws of a jurisdiction outside of the United States ("Foreign Lender") as to which payments made under this Agreement or under the Notes is are exempt for from United States withholding tax under the IRC or is are subject to United States withholding tax at a reduced rate under an applicable statute or tax treaty shall provide to the Borrower and the Administrative Agent (i) promptly upon becoming a Lender under this Agreement or when such Lender designates a new lending office a properly completed and executed United States Internal Revenue Service Form W-8ECI or W-8BEN or other applicable form, certificate or document prescribed by the Internal Revenue Service of the United States certifying as to such Foreign Lender’s 's entitlement to such exemption or reduced rate of withholding with respect to payments to be made to such Foreign Lender under this Agreement and under the Notes or Form W-8ECI or other applicable form, certificate or document prescribed by the Internal Revenue Service of the United States certifying that payments made to such Foreign Lender are not subject to withholding because they are effectively connected with the conduct of a trade or business in the United States (a "Certificate of Exemption”) or (ii) letter from any such Foreign Lender stating that it is not entitled to any such exemption or reduced rate of withholding (a “Letter of Non-Exemption”"). Prior to becoming a Lender under this Agreement and within 15 days after a reasonable written request of Borrower or Administrative Agent from time to time thereafter, each Foreign Lender that becomes a Lender under this Agreement shall provide a Certificate of Exemption or a Letter of Non-Exemption to Borrower and Administrative Agent. If a Foreign Lender is entitled to an exemption with respect to payments to be made to such Foreign Lender under this Agreement or the Notes (or to a reduced rate of withholding) and does not provide a Certificate of Exemption to the Borrower and the Administrative Agent within the time periods set forth in the preceding paragraph, the Borrower shall withhold taxes from payments to such Foreign Lender at the applicable statutory rates and the Borrower shall not be required to pay any additional amounts as a result of such withholding, provided that all such withholding shall shall, to the extent permitted by Applicable Law, cease or be reduced, as appropriate, upon delivery by such Foreign Lender of a Certificate of Exemption to the Borrower and the Administrative Agent. Credit Agreement/Atlantic Tele-Network, Inc..

Appears in 1 contract

Sources: Credit Agreement (Citizens Communications Co)

Foreign Lenders. Each Lender which would be considered a foreign lender organized under the IRC laws of a jurisdiction outside the United States (a "Foreign Lender") as to which payments to be made under this Agreement or under the Notes is are exempt for from United States withholding tax under the IRC or is are subject to United States withholding tax at a reduced rate under an applicable statute or tax treaty shall provide to Borrower and Administrative Agent (i1) a properly completed and executed United States Internal Revenue Service Form W-8BEN or Form W-8ECI or W-8BEN or other applicable form, certificate or document prescribed by the Internal Revenue Service of the United States certifying as to such Foreign Lender’s 's entitlement to such exemption or reduced rate of withholding with respect to payments to be made to such Foreign Lender under this Agreement and under the Notes (a "Certificate of Exemption") or (ii2) a letter from any such Foreign Lender stating that it is not entitled to any such exemption or reduced rate of withholding (a "Letter of Non-Exemption"). Prior to becoming a Lender under this Agreement and within 15 fifteen (15) days after a reasonable written request of Borrower or Administrative Agent from time to time thereafter, each Foreign Lender that becomes a Lender under this Agreement shall provide a Certificate of Exemption or a Letter of Non-Exemption to Borrower and Administrative Agent. If a Foreign Lender is entitled to an exemption with respect to payments to be made to such Foreign Lender under this Agreement (or to a reduced rate of withholding) and does not provide a Certificate of Exemption to Borrower and Administrative Agent within the time periods set forth in the preceding paragraph, Borrower shall withhold taxes from payments to such Foreign Lender at the applicable statutory rates and Borrower shall not be required to pay any additional amounts Additional Amounts as a result of such withholding, provided that all such withholding shall cease or be reduced, as appropriate, upon delivery by such Foreign Lender of a Certificate of Exemption to Borrower and Administrative Agent. Credit Agreement/Atlantic Tele-Network, Inc..

Appears in 1 contract

Sources: Credit Agreement (Cherokee International Corp)

Foreign Lenders. Each Lender which would be considered organized under --------------- the laws of a foreign lender under jurisdiction outside the IRC United States (a "Foreign Lender") as to which payments to be made under this Agreement or under the Notes is are exempt for from United States withholding tax under the IRC or is are subject to United States withholding tax at a reduced rate under an applicable statute or tax treaty shall provide to Borrower Representative and Administrative Agent (i1) a properly completed and executed United States Internal Revenue Service Form W-8ECI 4224 or W-8BEN Form 1001 or other applicable form, certificate or document prescribed by the Internal Revenue Service of the United States certifying as to such Foreign Lender’s 's entitlement to such exemption or reduced rate of withholding with respect to payments to be made to such Foreign Lender under this Agreement and under the Notes (a "Certificate of Exemption") or (ii2) a letter from any such Foreign Lender stating that it is not entitled to any such exemption or reduced rate of withholding (a "Letter of Non-Exemption"). Prior to becoming a Lender under this Agreement and within 15 fifteen (15) days after a reasonable written request of Borrower Representative or Administrative Agent from time to time thereafter, each Foreign Lender that becomes a Lender under this Agreement shall provide a Certificate of Exemption or a Letter of Non-Exemption to Borrower Representative and Administrative Agent. If a Foreign Lender is entitled to an exemption with respect to payments to be made to such Foreign Lender under this Agreement (or to a reduced rate of withholding) and does not provide a Certificate of Exemption to Borrower Representative and Administrative Agent within the time periods set forth in the preceding paragraph, Borrower Borrowers shall withhold taxes from payments to such Foreign Lender at the applicable statutory rates and Borrower Borrowers shall not be required to pay any additional amounts as a result of such withholding, provided that all such withholding shall -------- cease or be reduced, as appropriate, upon delivery by such Foreign Lender of a Certificate of Exemption to Borrower Representative and Administrative Agent. Credit Agreement/Atlantic Tele-Network, Inc..

Appears in 1 contract

Sources: Credit Agreement (Lund International Holdings Inc)

Foreign Lenders. Each Lender which would be considered a foreign lender organized under the IRC laws of a jurisdiction outside the United States (a "Foreign Lender") as to which payments to be made under this Agreement or under the Notes is are exempt for from United States withholding tax under the IRC or is are subject to United States withholding tax at a reduced rate under an applicable statute or tax treaty shall provide to Borrower Representative and Administrative Agent (i) a properly completed and executed United States Internal Revenue Service Form W-8ECI W8-BEN, W8-ECI or W-8BEN W-8 or other applicable form, certificate or document prescribed by the Internal Revenue Service of the United States certifying as to such Foreign Lender’s 's entitlement to such exemption or reduced rate of withholding with respect to payments to be made to such Foreign Lender under this Agreement and under the Notes (a "Certificate of Exemption”) "), or (ii) a letter from any such Foreign Lender stating that it is not entitled to any such exemption or reduced rate of withholding (a "Letter of Non-Exemption"). Prior to becoming a Lender under this Agreement and within 15 fifteen (15) days after a reasonable written request of Borrower Representative or Administrative Agent from time to time thereafter, each Foreign Lender that becomes a Lender under this Agreement shall provide a Certificate of Exemption or a Letter of Non-Non- Exemption to Borrower Representative and Administrative Agent. If a Foreign Lender is entitled to an exemption with respect to payments to be made to such Foreign Lender under this Agreement (or to a reduced rate of withholding) and does not provide a Certificate of Exemption to Borrower Representative and Administrative Agent within the time periods set forth in the preceding paragraph, Borrower Borrowers shall withhold taxes from payments to such Foreign Lender at the applicable statutory rates and Borrower Borrowers shall not be required to pay any additional amounts as a result of such withholding; provided, provided however, that all such withholding shall cease or be reduced, as appropriate, upon delivery by such Foreign Lender of a Certificate of Exemption to Borrower Representative and Administrative Agent. Credit Agreement/Atlantic Tele-Network, Inc..

Appears in 1 contract

Sources: Loan and Security Agreement (Comforce Operating Co)

Foreign Lenders. Each Lender which would be considered a foreign lender organized under the IRC laws of a jurisdiction outside the United States (a "Foreign Lender") as to which payments to be made under this Agreement or under the Notes is are exempt for from United States withholding tax under the IRC or is are subject to United States withholding tax at a reduced rate under an applicable statute or tax treaty shall provide to Borrower Borrowers and Administrative Agent (i1) a properly completed and executed United States Internal Revenue Service Form W-8BEN or Form W-8ECI or W-8BEN or other applicable form, certificate or document prescribed by the Internal Revenue Service of the United States of America certifying as to such Foreign Lender’s 's entitlement to such exemption or reduced rate of withholding with respect to payments to be made to such Foreign Lender under this Agreement and under the Notes Agreement, (a "Certificate of Exemption”) "), or (ii2) a letter from any such Foreign Lender stating that it is not entitled to any such exemption or reduced rate of withholding (a "Letter of Non-Exemption"). Prior to becoming a Lender under this Agreement and within 15 fifteen (15) days after a reasonable written request of Borrower Borrowers or Administrative Agent from time to time thereafter, each Foreign Lender that becomes a Lender under this Agreement shall provide a Certificate of Exemption or a Letter of Non-Exemption to Borrower Borrowers and Administrative Agent. If the form provided by a Lender at the time such Lender first becomes a party to this Agreement indicates a United States interest withholding tax rate in excess of zero, withholding tax at such rate shall be considered excluded from "Tax Liabilities" as defined in subsection 2.9(A). If a Foreign Lender is entitled to an exemption with respect to payments to be made to such Foreign Lender under this Agreement (or to a reduced rate of withholding) and does not provide a Certificate of Exemption to Borrower Borrowers and Administrative Agent within the time periods set forth in the preceding paragraph, Borrower Borrowers shall withhold taxes from payments to such Foreign Lender at the applicable statutory rates rates, and Borrower Borrowers shall not be required to pay any additional amounts as a result of such withholding; provided, provided however, that all such withholding shall cease or be reduced, as appropriate, upon delivery by such Foreign Lender of or a Certificate of Exemption to Borrower Borrowers and Administrative Agent. Credit Agreement/Atlantic Tele-Network, Inc..

Appears in 1 contract

Sources: Loan and Security Agreement (Sun Healthcare Group Inc)

Foreign Lenders. Each Lender which would be considered a foreign lender organized under the IRC laws of a jurisdiction outside the United States (a "Foreign Lender") as to which payments to be made under this Agreement or under the Notes is are exempt for from United States withholding tax under the IRC or is are subject to United States withholding tax at a reduced rate under an applicable statute or tax treaty shall provide to Borrower Borrowing Agent and Administrative Agent (i1) a properly completed and executed United States Internal Revenue Service Form W-8BEN or Form W-8ECI or W-8BEN or other applicable form, certificate or document prescribed by the Internal Revenue Service of the United States of America certifying as to such Foreign Lender’s 's entitlement to such exemption or reduced rate of withholding with respect to payments to be made to such Foreign Lender under this Agreement and under the Notes Agreement, (a "Certificate of Exemption”) "), or (ii2) a letter from any such Foreign Lender stating that it is not entitled to any such exemption or reduced rate of withholding (a "Letter of Non-Exemption"). Prior to becoming a Lender under this Agreement and within 15 fifteen (15) days after a reasonable written request of Borrower Borrowing Agent or Administrative Agent from time to time thereafter, each Foreign Lender that becomes a Lender under this Agreement shall provide a Certificate of Exemption or a Letter of Non-Exemption to Borrower Borrowing Agent and Administrative Agent. If a Foreign Lender is entitled to an exemption with respect to payments to be made to such Foreign Lender under this Agreement (or to a reduced rate of withholding) and does not provide a Certificate of Exemption to Borrower Borrowing Agent and Administrative Agent within the time periods set forth in the preceding paragraph, Borrower Loan Parties shall withhold taxes from payments to such Foreign Lender at the applicable statutory rates and Borrower no Loan Party shall not be required to pay any additional amounts as a result of such withholding; provided, provided however, that all such withholding shall cease or be reduced, as appropriate, upon delivery by such Foreign Lender of a Certificate of Exemption to Borrower Borrowing Agent and Administrative Agent. Credit Agreement/Atlantic Tele-Network, Inc..

Appears in 1 contract

Sources: Loan and Security Agreement (BNS Holding, Inc.)

Foreign Lenders. Each Lender which would be considered a foreign lender organized under the IRC laws of a jurisdiction outside the United States (a "Foreign Lender") as to which payments to be made under this Agreement or under the Notes is are exempt for from United States withholding tax under the IRC or is are subject to United States withholding tax at a reduced rate under an applicable statute or tax treaty shall provide to Borrower Borrowing Agent and Administrative Agent (i1) a properly completed and executed United States Internal Revenue Service Form W-8BEN or Form W-8ECI or W-8BEN or other applicable form, certificate or document prescribed by the Internal Revenue Service of the United States of America certifying as to such Foreign Lender’s 's entitlement to such exemption or reduced rate of withholding with respect to payments to be made to such Foreign Lender under this Agreement and under the Notes Agreement, (a " Certificate of Exemption”) "), or (ii2) a letter from any such Foreign Lender stating that it is not entitled to any such exemption or reduced rate of withholding (a "Letter of Non-Exemption"). Prior to becoming a Lender under this Agreement and within 15 fifteen (15) days after a reasonable written request of Borrower Borrowing Agent or Administrative Agent from time to time thereafter, each Foreign Lender that becomes a Lender under this Agreement shall provide a Certificate of Exemption or a Letter of Non-Exemption to Borrower Borrowing Agent and Administrative Agent. If a Foreign Lender is entitled to an exemption with respect to payments to be made to such Foreign Lender under this Agreement (or to a reduced rate of withholding) and does not provide a Certificate of Exemption to Borrower Borrowing Agent and Administrative Agent within the time periods set forth in the preceding paragraph, Borrower Loan Parties shall withhold taxes from payments to such Foreign Lender at the applicable statutory rates and Borrower no Loan Party shall not be required to pay any additional amounts as a result of such withholding; provided, provided however, that all such withholding shall cease or be reduced, as appropriate, upon delivery by such Foreign Lender of a Certificate of Exemption to Borrower Borrowing Agent and Administrative Agent. Credit Agreement/Atlantic Tele-Network, Inc..

Appears in 1 contract

Sources: Loan and Security Agreement (BNS Holding, Inc.)

Foreign Lenders. Each Lender which would be considered a foreign lender organized under the IRC laws of a jurisdiction outside the United States (a “Foreign Lender”) as to which payments to be made under this Agreement or under the Notes is Revolving Note(s) are exempt for from United States withholding tax under the IRC or is are subject to United States withholding tax at a reduced rate under an applicable statute or tax treaty shall provide to Borrower and Administrative the Agent (i) a properly completed and executed United States Internal Revenue Service Form W-8ECI 4224 or W-8BEN Form 1001 or other applicable form, certificate or document prescribed by the Internal Revenue Service of the United States certifying as to such Foreign Lender’s entitlement to such exemption or reduced rate of withholding with respect to payments to be made to such Foreign Lender under this Agreement and or under the Notes Revolving Notes, (a “Certificate of Exemption”) ), or (ii) a letter from any such Foreign Lender stating that it is not entitled to any such exemption or reduced rate of withholding (a “Letter of Non-Exemption”). Prior to becoming a Lender under this Agreement and within 15 fifteen (15) days after a reasonable written request of Borrower or Administrative the Agent from time to time thereafter, each Foreign Lender that becomes a Lender under this Agreement shall provide a Certificate of Exemption or a Letter of Non-Exemption to Borrower and Administrative the Agent. If a Foreign Lender is entitled to an exemption with respect to payments to be made to such Foreign Lender under this Agreement (or to a reduced rate of withholding) and does not provide a Certificate of Exemption to Borrower and Administrative the Agent within the time periods set forth in the preceding paragraph, Borrower shall withhold taxes from payments to such Foreign Lender at the applicable statutory rates and Borrower shall not be required to pay any additional amounts as a result of such withholding; provided, provided however, that all such withholding shall cease or be reduced, as appropriate, upon delivery by such Foreign Lender of a Certificate of Exemption to Borrower and Administrative the Agent. Credit Agreement/Atlantic Tele-Network, Inc..

Appears in 1 contract

Sources: Credit and Security Agreement (Tower Air Inc)

Foreign Lenders. Each Lender which would be considered a foreign lender organized under the IRC laws of a jurisdiction outside the United States (“Foreign Lender”a "FOREIGN LENDER") as to which payments to be made under this Agreement or under the Notes is are exempt for from United States withholding tax under the IRC or is are subject to United States withholding tax at a reduced rate under an applicable statute or tax treaty shall provide to Borrower and Administrative Agent Agent (i1) a properly completed and executed United States Internal Revenue Service Form W-8ECI W8-ECI or W-8BEN W8-BEN or other applicable form, certificate or document prescribed by the Internal Revenue Service of the United States certifying as to such Foreign Lender’s 's entitlement to such exemption or reduced rate of withholding with respect to payments to be made to such Foreign Lender under this Agreement and under the Notes and any other documents or information required in connection therewith (a “Certificate of Exemption”"CERTIFICATE OF EXEMPTION") or (ii2) a letter from any such Foreign Lender stating that it is not entitled to any such exemption or reduced rate of withholding (a “Letter of Non"LETTER OF NON-Exemption”EXEMPTION"). Prior to becoming a Lender under this Agreement and within 15 fifteen (15) days after a reasonable written request of Borrower or Administrative Agent from time to time thereafter, each Foreign Lender that becomes a Lender under this Agreement shall provide a Certificate of Exemption or a Letter of Non-Exemption to Borrower and Administrative Agent. If a Foreign Lender is entitled to an exemption with respect to payments to be made to such Foreign Lender under this Agreement (or to a reduced rate of withholding) and does not provide a Certificate of Exemption to Borrower and Administrative Agent within the time periods set forth in the preceding paragraph, Borrower shall withhold taxes from payments to such Foreign Lender at the applicable statutory rates and Borrower shall not be required to pay any additional amounts as a result of such withholding, provided that all such withholding shall cease or be reduced, as appropriate, upon delivery by such Foreign Lender of a Certificate of Exemption to Borrower and Administrative Agent. Credit Agreement/Atlantic Tele-Network, Inc..

Appears in 1 contract

Sources: Credit Agreement (Universal Technical Institute Inc)

Foreign Lenders. Each Lender which would be considered a foreign lender organized under the IRC laws --------------- of a jurisdiction outside the United States (a "Foreign Lender") as to which payments made under this Agreement or under the Notes is exempt for withholding tax under the IRC or is subject to withholding tax at a reduced rate under an applicable statute or tax treaty shall provide to Borrower and Administrative Agent Agent, on or prior to the date upon which it shall have become a Lender hereunder, and from time to time thereafter, if requested in writing by the Borrower, (ibut only so long as Lender remains lawfully able to do so) a properly completed and executed United States Internal Revenue Service Form W-8ECI 4224 or W-8BEN Form 1001 or other applicable form, certificate certifi-cate or document prescribed by the Internal Revenue Service of the United States certifying as to such Foreign Lender’s 's entitlement to such exemption or reduced rate of from United States withholding tax with respect to payments to be made to such Foreign Lender under this Agreement and under the Revolving Notes (a "Certificate of Exemption”) or (ii) letter from any such Foreign Lender stating that it is not entitled to any such exemption or reduced rate of withholding (a “Letter of Non-Exemption”"). Prior to becoming a Lender under this Agreement and within 15 fifteen (15) days after a reasonable written request of Borrower or Administrative Agent from time to time thereafter, each Foreign Lender that becomes a Lender under this Agreement shall provide a Certificate of Exemption or a Letter of Non-Exemption to Borrower and Administrative AgentExemption. If a Foreign Lender is entitled to an exemption with respect to payments to be made to such Foreign Lender under this Agreement (or to a reduced rate of withholding) and does not provide a Certificate of Exemption to Borrower and Administrative Agent within the time periods set forth in the preceding paragraphparagraph (unless such failure is due to a change in treaty, law or regulation occurring subsequent to the date upon which such Lender became a Lender hereunder), Borrower shall withhold taxes from payments to such Foreign Lender at the applicable statutory rates and Borrower shall not be required to pay any additional amounts as a result of such withholding; provided, provided however, that all such withholding shall cease or be reduced, as appropriate, upon delivery by such Foreign Lender of a Certificate of Exemption to Borrower and Administrative Agent. Credit Agreement/Atlantic Tele-Network, Inc..

Appears in 1 contract

Sources: Loan and Security Agreement (Gradall Industries Inc)

Foreign Lenders. Each Lender which would be considered a foreign lender organized under the IRC laws of a jurisdiction outside the United States (a "Foreign Lender") as to which payments made under this Agreement or under the Notes is exempt for withholding tax under the IRC or is subject to withholding tax at a reduced rate under an applicable statute or tax treaty shall provide to Borrower Borrowers and Administrative Agent (i) a properly completed and executed United States Internal Revenue Service Form W-8ECI W-8 BEN or W-8BEN Form W-8 ECI or other applicable form, certificate or document prescribed by the Internal Revenue Service of the United States certifying as to such Foreign Lender’s 's entitlement to such a complete exemption or reduced rate of from withholding with respect to payments to be made to such Foreign Lender under this Agreement and under the Notes Agreement, (a "Certificate of Exemption”) "), or (ii) a letter from any such Foreign Lender stating that it is not entitled to any such exemption or reduced rate of withholding (a "Letter of Non-Exemption"). Prior to becoming a Lender under this Agreement and within 15 days after a reasonable written request of Borrower Borrowers or Administrative Agent from time to time thereafter, each Foreign Lender that becomes a Lender under this Agreement shall provide a Certificate of Exemption or a Letter of Non-Exemption to Borrower Borrowers and Administrative Agent. If a Foreign Lender is entitled to an exemption with respect to payments to be made to such Foreign Lender under this Agreement (or to a reduced rate of withholding) and does not provide a Certificate of Exemption to Borrower Borrowers and Administrative Agent within the time periods set forth in the preceding paragraph, Borrower Borrowers shall withhold taxes from payments to such Foreign Lender at the applicable statutory rates and Borrower Borrowers shall not be required to pay any additional amounts as a result of such withholding; provided, provided however, that all such withholding shall cease or be reduced, as appropriate, upon delivery by such Foreign Lender of a Certificate of Exemption to Borrower Borrowers and Administrative Agent. Credit Agreement/Atlantic Tele-Network, Inc..

Appears in 1 contract

Sources: Loan Agreement (Recoton Corp)

Foreign Lenders. (1) If any Lender is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which Canadian Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement, such Lender shall deliver to Borrowing Agent (with a copy to Agent), as reasonably requested by Borrowing Agent, such properly completed and executed documentation prescribed by Applicable Law as will permit such payments to be made without withholding or at a reduced rate; provided that such Lender is legally entitled to complete, execute and deliver such documentation. Each Lender shall provide new documentation upon the expiration or obsolescence of previously delivered documentation, and shall promptly notify Borrowing Agent (with a copy to Agent) of any change in circumstances which would be considered a foreign lender modify or render invalid any claimed exemption or reduction. (2) Each Lender organized under the IRC laws of a jurisdiction outside the United States (a “Foreign Lender”) as to which payments to be made under this Agreement or under the Notes is are exempt for from United States withholding tax under the IRC or is are subject to United States withholding tax at a reduced rate under an applicable statute or tax treaty shall provide to Borrower Borrowing Agent and Administrative Agent (i1) a properly completed and executed United States Internal Revenue Service Form W-8BEN or Form W-8ECI or W-8BEN or other applicable form, certificate or document prescribed by the Internal Revenue Service of the United States of America certifying as to such Foreign Lender’s entitlement to such exemption or reduced rate of withholding with respect to payments to be made to such Foreign Lender under this Agreement and under the Notes Agreement, (a “Certificate of Exemption”) ), or (ii2) a letter from any such Foreign Lender stating that it is not entitled to any such exemption or reduced rate of withholding (a “Letter of Non-Exemption”). Prior to becoming a Lender under this Agreement and within 15 fifteen (15) days after a reasonable written request of Borrower Borrowing Agent or Administrative Agent from time to time thereafter, each Foreign Lender that becomes a Lender under this Agreement shall provide a Certificate of Exemption or a Letter of Non-Exemption to Borrower Borrowing Agent and Administrative Agent. Each Foreign Lender shall provide new documentation upon the expiration or obsolescence of any previously delivered documentation and shall promptly notify Borrowing Agent (with a copy to Agent) of any change in circumstances which would modify or render invalid any claimed exemption or reduction. If a Foreign Lender is entitled to an exemption with respect to payments to be made to such Foreign Lender under this Agreement (or to a reduced rate of withholding) and does not provide a Certificate of Exemption to Borrower Borrowing Agent and Administrative Agent within the time periods set forth in the preceding paragraph, Borrower Borrowers shall withhold taxes from payments to such Foreign Lender at the applicable statutory rates and Borrower Borrowers shall not be required to pay any additional amounts as a result of such withholding; provided, provided however, that all such withholding shall cease or be reduced, as appropriate, upon delivery by such Foreign Lender of a Certificate of Exemption to Borrower Borrowing Agent and Administrative Agent. Credit Agreement/Atlantic Tele-Network, Inc..

Appears in 1 contract

Sources: Loan Agreement (ReFinance America, LTD)