Common use of Non-U.S. Lenders Clause in Contracts

Non-U.S. Lenders. Each Lender Party that is not a “United States person” as defined in Section 7701(a)(30) of the Code (a “Non-U.S. Lender”) shall deliver to Borrower and Administrative Agent two copies of U.S. Internal Revenue Service Form W-8BEN, Form W-8ECI, Form W-8EXP or Form W-8IMY, as applicable (together with any necessary attachments), or, in the case of a Non-U.S. Lender claiming exemption from U.S. federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, a statement substantially in the form of Exhibit E and a Form W-8BEN, or, in each case, any subsequent versions thereof or successors thereto, properly completed and duly executed by such Non-U.S. Lender claiming complete exemption from, or a reduced rate of, U.S. federal withholding tax on all payments by Borrower under this Agreement and the other Credit Documents. Such forms shall be delivered by each Non-U.S. Lender on or before the date it becomes a party to this Agreement (or, in the case of a Participant that seeks the benefits of this Section 3.8, on or before the date the relevant participation was purchased). In addition, each Non-U.S. Lender shall deliver such forms promptly upon the obsolescence, expiration or invalidity of any form previously delivered by such Non-U.S. Lender. Each Non-U.S. Lender shall promptly notify Borrower at any time it determines that it is no longer in a position to provide any previously delivered form or statement to Borrower (or any other form of certification adopted by the U.S. Taxing Authorities for such purpose). Notwithstanding any other provision of this Section 3.8.4 or Section 3.8.5, a Lender Party shall not be required to deliver any form pursuant to this Section 3.8.4 or Section 3.8.5 that such Lender Party is not legally able to deliver.

Non-U.S. Lenders. Each Lender Creditor Party that is not organized under the laws of a “jurisdiction outside the United States person” as defined in Section 7701(a)(30) of the Code (a “Non-U.S. Lender”) shall agrees that it shall, no later than the Closing Date (or, in the case of a Creditor Party which becomes a party hereto pursuant to this Credit Agreement after the Closing Date, on or prior to the date upon which such Creditor Party becomes a party hereto), and from time to time thereafter upon the reasonable request of the Borrowers (but only if such Non-U.S. Lender or beneficial owner is legally entitled to do so) deliver to Borrower the Borrowers and the Administrative Agent two properly completed and duly executed copies of U.S. either United States Internal Revenue Service Form W-8BENX-0XXX, Form W-8ECIX-0XXX or W-8IMY or any subsequent versions thereof or successors thereto, Form W-8EXP or Form W-8IMY, any other form prescribed by applicable law as applicable a basis for claiming exemption from (or reduction in) United States federal withholding tax together with any necessary attachments)such supplementary documentation as may be prescribed by applicable law, orin each case claiming complete exemption from, or reduced rate of, United States federal withholding tax and payments of interest hereunder. In addition, in the case of a Non-U.S. Lender claiming exemption from U.S. United States federal withholding tax under Section 871(h) or Section 881(c) of the Code with respect to payments of “portfolio interest”Code, a statement substantially in the form of Exhibit E and a Form W-8BEN, or, in each case, any subsequent versions thereof or successors thereto, properly completed and duly executed by such Non-U.S. Lender claiming complete (to the extent legally entitled to do so) shall deliver a certificate, in substantially the same form as Exhibit 6.3.4, to the Borrowers and the Administrative Agent, certifying that such Non-U.S. Lender or beneficial owner is not (A) a bank for purposes of Section 881(c)(3)(A) of the Code, (B) a 10-percent shareholder of any of the Borrowers within the meaning of Section 881(c)(3)(B) of the Code, and (C) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code. Each Non-U.S. Lender (i) agrees that it shall promptly notify the Borrowers and the Administrative Agent in the event any such representation provided pursuant to this Section is no longer accurate and (ii) agrees that it will deliver updated versions of the foregoing, as applicable, whenever any of the previous certifications provided herein has become inaccurate in any material respect, together with such other forms as may be required in order to confirm or establish the entitlement of such Creditor Party to a continued exemption from, from or a reduced rate of, U.S. federal reduction in United States withholding tax on all with respect to payments by Borrower under this Agreement and the other Credit DocumentsAgreement. Such All forms provided in this Section shall be delivered by each Non-U.S. Lender to the Borrowers and the Administrative Agent on or before the date it becomes a party to this Credit Agreement (or, in the case of a Participant that seeks the benefits of this Section 3.8, and on or before the date the relevant participation was purchased). In additiondate, each if any, such Non-U.S. Lender shall deliver such forms promptly upon the obsolescence, expiration or invalidity of any form previously delivered changes its applicable lending office by such Non-U.S. Lender. Each Non-U.S. Lender shall promptly notify Borrower at any time it determines that it is no longer in designating a position to provide any previously delivered form or statement to Borrower different lending office (or any other form of certification adopted by the U.S. Taxing Authorities for such purposea “New Lending Office”). Notwithstanding any other provision of this Section 3.8.4 or Section 3.8.5, a Lender Party shall not be required to deliver any form pursuant to this Section 3.8.4 or Section 3.8.5 that such Lender Party is not legally able to deliver.

Non-U.S. Lenders. Each Lender Party (or, if such Lender is a disregarded entity for United States federal income tax purposes, the Person treated, for United States federal income taxes, as the owner of the assets of such Lender) that is not organized under the laws of a “jurisdiction other than the United States person” as defined in Section 7701(a)(30) States, any State thereof or the District of the Code Columbia (a “Non-U.S. Lender”) shall deliver to the Borrower and Administrative Agent (a) two copies of U.S. either United States Internal Revenue Service Form W-8BENW-8BEN or W-8ECI (or applicable successor forms) properly completed and duly executed by such Non-U.S. Lender claiming complete exemption from United States federal withholding tax on payments by Borrower. Such Non-U.S. Lender under this Agreement and the other Loan Documents, Form W-8ECI, Form W-8EXP or Form W-8IMY, as applicable and (together with any necessary attachmentsb), or, in the case of a Non-U.S. Lender claiming exemption from U.S. federal Federal withholding tax under Section 871(h) or 881(c) of the Internal Revenue Code with respect to payments of “portfolio interest”, a statement substantially in the form of Exhibit E and ,” a Form W-8BENW-8, or, in each case, or any subsequent versions thereof or successors thereto, properly completed and duly executed by such Non-U.S. Lender claiming complete exemption from, or a reduced rate of, U.S. federal Federal withholding tax on all payments by the Borrower under this Agreement and the other Credit Loan Documents. Such forms shall be delivered by each Non-U.S. Lender on or before the date it becomes a party to this Agreement (or, in the case of a Participant that seeks the benefits of this Section 3.8, and on or before the date the relevant participation was purchased). In additiondate, each if any, such Non-U.S. Lender shall deliver such forms promptly upon the obsolescence, expiration or invalidity of any form previously delivered changes its applicable lending office by such Non-U.S. Lender. Each Non-U.S. Lender shall promptly notify Borrower at any time it determines that it is no longer in designating a position to provide any previously delivered form or statement to Borrower (or any other form of certification adopted by the U.S. Taxing Authorities for such purpose)different lending office. Notwithstanding any other provision of this Section 3.8.4 Agreement or Section 3.8.5the Loan Documents, any amounts required by law to be withheld from payments to a Non-U.S. Lender Party shall not be required withheld by Agent or Borrower (as applicable) and promptly remitted to deliver any form pursuant to this Section 3.8.4 or Section 3.8.5 that such Lender Party is not legally able to deliverthe appropriate taxing authority.

Non-U.S. Lenders. Each Lender Creditor Party that is not organized under the laws of a “jurisdiction outside the United States person” as defined in Section 7701(a)(30) of the Code (a “Non-U.S. Lender”) shall agrees that it shall, no later than the Closing Date (or, in the case of a Creditor Party which becomes a party hereto pursuant to this Credit Agreement after the Closing Date, on or prior to the date upon which such Creditor Party becomes a party hereto), and from time to time thereafter upon the reasonable request of the Borrowers (but only if such Non-U.S. Lender or beneficial owner is legally entitled to do so) deliver to Borrower the Borrowers and the Administrative Agent two properly completed and duly executed copies of U.S. either United States Internal Revenue Service Form W-8BENX-0XXX, Form W-8ECIX-0XXX or W-8IMY or any subsequent versions thereof or successors thereto, Form W-8EXP or Form W-8IMY, any other form prescribed by applicable law as applicable a basis for claiming exemption from (or reduction in) United States federal withholding tax together with any necessary attachments)such supplementary documentation as may be prescribed by applicable law, orin each case claiming complete exemption from, or reduced rate of, United States federal withholding tax and payments of interest hereunder. In addition, in the case of a Non-U.S. Lender claiming exemption from U.S. United States federal withholding tax under Section 871(h) or Section 881(c) of the Code with respect to payments of “portfolio interest”Code, a statement substantially in the form of Exhibit E and a Form W-8BEN, or, in each case, any subsequent versions thereof or successors thereto, properly completed and duly executed by such Non-U.S. Lender claiming complete (to the extent legally entitled to do so) shall deliver a certificate, in substantially the same form as Exhibit 6.2.4, to the Borrowers and the Administrative Agent, certifying that such Non-U.S. Lender or beneficial owner is not (A) a bank for purposes of Section 881(c)(3)(A) of the Code, (B) a 10-percent shareholder of any of the Borrowers within the meaning of Section 881(c)(3)(B) of the Code, and (C) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code. Each Non-U.S. Lender (i) agrees that it shall promptly notify the Borrowers and the Administrative Agent in the event any such representation provided pursuant to this Section is no longer accurate and (ii) agrees that it will deliver updated versions of the foregoing, as applicable, whenever any of the previous certifications provided herein has become inaccurate in any material respect, together with such other forms as may be required in order to confirm or establish the entitlement of such Creditor Party to a continued exemption from, from or a reduced rate of, U.S. federal reduction in United States withholding tax on all with respect to payments by Borrower under this Agreement and the other Credit DocumentsAgreement. Such All forms provided in this Section shall be delivered by each Non-U.S. Lender to the Borrowers and the Administrative Agent on or before the date it becomes a party to this Credit Agreement (or, in the case of a Participant that seeks the benefits of this Section 3.8, and on or before the date the relevant participation was purchased). In additiondate, each if any, such Non-U.S. Lender shall deliver such forms promptly upon the obsolescence, expiration or invalidity of any form previously delivered changes its applicable lending office by such Non-U.S. Lender. Each Non-U.S. Lender shall promptly notify Borrower at any time it determines that it is no longer in designating a position to provide any previously delivered form or statement to Borrower different lending office (or any other form of certification adopted by the U.S. Taxing Authorities for such purposea “New Lending Office”). Notwithstanding any other provision of this Section 3.8.4 or Section 3.8.5, a Lender Party shall not be required to deliver any form pursuant to this Section 3.8.4 or Section 3.8.5 that such Lender Party is not legally able to deliver.