Common use of Withholding Exemption Certificates Clause in Contracts

Withholding Exemption Certificates. On or prior to the Closing Date, each Bank which is not incorporated under the laws of the United States of America or a state thereof shall deliver to Borrower and Agent either two duly completed copies of United States Internal Revenue Service Form 1001 or 4224 (or successor applicable form), as the case may be, certifying in each case that such Bank is entitled to receive payments under this Agreement without deduction or withholding of any United States federal taxes. Each Bank which delivers to Borrower and Agent a Form 1001 or 4224 pursuant to the immediately preceding sentence further undertakes to deliver to Borrower and Agent two further copies of Form 1001 or 4224, or successor applicable forms, or other manner of certification or procedure, as the case may be, on or before the date that any such letter or form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent letter and form previously delivered by it to Borrower and Agent, and such extensions or renewals thereof as may reasonably be requested by Borrower or Agent, certifying in the case of a Form 1001 or 4224 that such Bank is entitled to receive payments under this Agreement without deduction or withholding of any United States federal taxes, unless in any such cases an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent a Bank from duly completing and delivering any such letter or form with respect to it and such Bank advises Borrower and Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

Withholding Exemption Certificates. On or prior to the applicable Closing DateDay, each Bank holder of the Notes which is not incorporated organized under the laws of the United States of America or a state thereof shall deliver to Borrower the Company such certificates and Agent either two duly completed copies of United States Internal Revenue Service Form 1001 or 4224 (or successor applicable form), other evidence as the case Company may be, certifying in each case reasonably request to establish that such Bank holder is entitled to receive payments under this Agreement the Notes without deduction or withholding of any United States federal income taxes. Each Bank such holder further agrees (i) promptly to notify the Company of any change of circumstances (including any change in any treaty, law or regulation) which delivers to Borrower would prevent such holder from receiving payments under the Notes without any deduction or withholding of such taxes, and Agent a Form 1001 or 4224 pursuant to the immediately preceding sentence further undertakes to deliver to Borrower and Agent two further copies of Form 1001 or 4224, or successor applicable forms, or other manner of certification or procedure, as the case may be, (ii) on or before the date that any certificate or other form delivered by such letter or form holder under this Section 14.4(b) expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent letter and such certificate or form previously delivered by it such holder, to Borrower and Agent, and such extensions deliver to the Company a new certificate or renewals thereof as may reasonably be requested by Borrower or Agentform, certifying in the case of a Form 1001 or 4224 that such Bank holder is entitled to receive payments under the Notes without deduction or withholding of such taxes. If any holder of the Notes which is not organized under the laws of the United States of America or a state thereof fails to provide to the Company pursuant to this Agreement Section 14.4(b) (or in the case of a transferee of a Note, Section 13.2) any certificates or other evidence required by such provision to establish that such holder is, at the time it becomes a holder, entitled to receive payments under the Notes without deduction or withholding of any United States federal income taxes, unless in such holder shall not be entitled to any indemnification under Section 14.4(a) for any Taxes imposed on such cases an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent a Bank from duly completing and delivering any such letter or form with respect to it and such Bank advises Borrower and Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income taxholder.

Withholding Exemption Certificates. On or prior to the Closing Datedate of the initial Borrowing or, if such date does not occur within thirty (30) days after the date of this Agreement, by the end of such 30-day period, each Bank Lender which is not incorporated under the laws of the United States of America or a state thereof shall deliver to Borrower and Agent either two duly completed copies of United States Internal Revenue Service Form 1001 or 4224 (or successor applicable form), as the case may be, certifying in each case that such Bank Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes. Each Bank Lender which delivers to Borrower and Agent a Form 1001 or 4224 pursuant to the immediately preceding sentence further undertakes to deliver to Borrower and Agent two further copies of Form 1001 or 4224, 4224 (or successor applicable forms), or other manner of certification or procedure, as the case may be, on or before the date that any such letter or form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent letter and form previously delivered by it to Borrower and Agent, and such extensions or renewals thereof as may reasonably be requested by Borrower or Agent, certifying in the case of a Form 1001 or 4224 that such Bank the Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes, unless in any such cases an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent a Bank Lender from duly completing and delivering any such letter or form with respect to it and such Bank Lender advises Borrower and Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

Withholding Exemption Certificates. On or prior to the Closing DateDate or, if such date does not occur within thirty (30) days after the date of this Agreement, by the end of such 30-day period, Lessor, if it is not incorporated under the laws of the United States of America or a state thereof, and each Bank Participant which is not incorporated under the laws of the United States of America or a state thereof shall deliver to Borrower Lessee and Agent either two duly completed copies of United States Internal Revenue Service Form 1001 or 4224 (or successor applicable form), as the case may be, certifying in each case that Lessor or such Bank Participant, as the case may be, is entitled to receive payments under this Agreement and the other Operative Documents without deduction or withholding of any United States federal income taxes. Each Bank Person which delivers to Borrower Lessee and Agent a Form 1001 or 4224 pursuant to the immediately preceding sentence further undertakes to deliver to Borrower Lessee and Agent two further copies of Form 1001 or 4224, 4224 (or successor applicable forms), or other manner of certification or procedure, as the case may be, on or before the date that any such letter or form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent letter and form previously delivered by it to Borrower Lessee and Agent, and such extensions or renewals thereof as may reasonably be requested by Borrower Lessee or Agent, certifying in the case of a Form 1001 or 4224 that such Bank Person is entitled to receive payments under this Agreement and the other Operative Documents without deduction or withholding of any United States federal income taxes, unless in any such cases an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent Lessor or a Bank Participant from duly completing and delivering any such letter or form with respect to it and Lessor or such Bank Participant advises Borrower Lessee and Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

Withholding Exemption Certificates. On or prior to the Closing Date, each Bank holder of the Notes which is not incorporated organized under the laws of the United States of America or a state thereof shall deliver to Borrower the Company such certificates and Agent either two duly completed copies of United States Internal Revenue Service Form 1001 or 4224 (or successor applicable form), other evidence as the case Company may be, certifying in each case reasonably request to establish that such Bank holder is entitled to receive payments under this Agreement the Notes without deduction or withholding of any United States federal income taxes. Each Bank such holder further agrees (i) promptly to notify the Company of any change of circumstances (including any change in any treaty, law or regulation) which delivers to Borrower would prevent such holder from receiving payments under the Notes without any deduction or withholding of such taxes, and Agent a Form 1001 or 4224 pursuant to the immediately preceding sentence further undertakes to deliver to Borrower and Agent two further copies of Form 1001 or 4224, or successor applicable forms, or other manner of certification or procedure, as the case may be, (ii) on or before the date that any certificate or other form delivered by such letter or form holder under this subsection 14.4(b) expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent letter and such certificate or form previously delivered by it such holder, to Borrower and Agent, and such extensions deliver to the Company a new certificate or renewals thereof as may reasonably be requested by Borrower or Agentform, certifying in the case of a Form 1001 or 4224 that such Bank holder is entitled to receive payments under the Notes without deduction or withholding of such taxes. If any holder of the Notes which is not organized under the laws of the United States of America or a state thereof fails to provide to the Company pursuant to this Agreement subsection 14.4(b) (or in the case of a transferee of a Note, Section 13.2) any certificates or other evidence required by such provision to establish that such holder is, at the time it becomes a holder, entitled to receive payments under the Notes without deduction or withholding of any United States federal income taxes, unless in such holder shall not be entitled to any indemnification under subsection 14.4(a) for any Taxes imposed on such cases an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent a Bank from duly completing and delivering any such letter or form with respect to it and such Bank advises Borrower and Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income taxholder.

Withholding Exemption Certificates. On or prior to the Closing Datedate of the initial Borrowing or, if such date does not occur within thirty (30) days after the date of this Agreement, by the end of such 30-day period, each Bank Lender which is not incorporated organized under the laws of the United States of America or a state thereof shall deliver to Borrower and Agent either two duly completed copies of United States Internal Revenue Service Form 1001 or 4224 (or successor applicable form), as the case may be, certifying in each case that such Bank Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes. Each Bank Lender which delivers to Borrower and Agent a Form 1001 or 4224 pursuant to the immediately preceding sentence further undertakes to deliver to Borrower and Agent two further copies of Form 1001 or 4224, 4224 (or successor applicable forms, or other manner of certification or procedure), as the case may be, on or before the date that any such letter or form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent letter and form previously delivered by it such Lender to Borrower and Agent, and such extensions or renewals thereof as may reasonably be requested by Borrower or Agent, certifying in the case of a Form 1001 or 4224 that such Bank Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes, unless in . Each Lender which is not organized under the laws of the United States of America or a state thereof further agrees (i) promptly to notify Agent and Borrower of any such cases an event change of circumstances (including without limitation any change in any treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent a Bank such Lender from duly completing and delivering any such letter or form with respect to it and such Bank advises Borrower and Agent that it is not capable of receiving payments hereunder without any deduction or withholding of United States federal income tax and (ii) to furnish to Agent and Borrower any other manner of certification as Agent or Borrower may reasonably request to establish the right of such Lender to receive payments hereunder without any deduction or withholding of United States federal income tax.

Withholding Exemption Certificates. On or prior to the Closing DateDate or, if such date does not occur within thirty (30) days after the date of this Agreement, by the end of such 30- day period, Lessor, if it is not incorporated under the laws of the United States of America or a state thereof, and each Bank Participant which is not incorporated under the laws of the United States of America or a state thereof shall deliver to Borrower Lessee and Agent either two duly completed copies of United States Internal Revenue Service Form 1001 or 4224 (or successor applicable form), as the case may be, certifying in each case that Lessor or such Bank Participant, as the case may be, is entitled to receive payments under this Agreement and the other Operative Documents without deduction or withholding of any United States federal income taxes. Each Bank Person which delivers to Borrower Lessee and Agent a Form 1001 or 4224 pursuant to the immediately preceding sentence further undertakes to deliver to Borrower Lessee and Agent two further copies of Form 1001 or 4224, 4224 (or successor applicable forms), or other manner of certification or procedure, as the case may be, on or before the date that any such letter or form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent letter and form previously delivered by it to Borrower Lessee and Agent, and such extensions or renewals thereof as may reasonably be requested by Borrower Lessee or Agent, certifying in the case of a Form 1001 or 4224 that such Bank Person is entitled to receive payments under this Agreement and the other Operative Documents without deduction or withholding of any United States federal income taxes, unless in any such cases an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent Lessor or a Bank Participant from duly completing and delivering any such letter or form with respect to it and Lessor or such Bank Participant advises Borrower Lessee and Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.. (c)

Withholding Exemption Certificates. On or prior to before the Closing Date, each Bank which agrees that it will deliver to each Borrower and to Agent either (i) a statement that it is not incorporated under the laws of the United States of America or a state thereof shall deliver to Borrower and Agent either thereof, or (ii) if it is not so incorporated, two duly completed copies of United States Internal Revenue Service Form 1001 or 4224 (or successor applicable form), as the case may be, certifying in each case that such Bank is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes. Each Bank which delivers to Borrower Borrowers and Agent a Form 1001 or 4224 pursuant to the immediately preceding sentence further undertakes to deliver to Borrower Borrowers and Agent two further copies of Form 1001 or 4224, or successor applicable forms, or other manner of certification or procedure, as the case may be, on or at least thirty (30) days before the date that any such letter or form expires or becomes obsolete or promptly after the occurrence of any event requiring a change in the most recent letter and form previously delivered by it to Borrower Borrowers and Agent, and such extensions or renewals thereof as may reasonably be requested by Borrower Borrowers or Agent, certifying in the case of a Form 1001 or 4224 that such Bank is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes, unless in any such cases an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent a Bank from duly completing and delivering any such letter or form with respect to it and such Bank advises Borrower Borrowers and Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

Withholding Exemption Certificates. On or prior to the Closing Date, each Bank which is not incorporated under the laws of the United States of America or a state thereof shall deliver to Borrower and Administrative Agent either two duly completed copies of United States Internal Revenue Service Form 1001 or 4224 (or successor applicable form), as the case may be, certifying in each case that such Bank is entitled to receive payments under this Agreement without deduction or withholding of any United States federal taxes. Each Bank which delivers to Borrower and Administrative Agent a Form 1001 or 4224 pursuant to the immediately preceding sentence further undertakes to deliver to Borrower and Administrative Agent two further copies of Form 1001 or 4224, or successor applicable forms, or other manner of certification or procedure, as the case may be, on or before the date that any such letter or form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent letter and form previously delivered by it to Borrower and Administrative Agent, and such extensions or renewals thereof as may reasonably be requested by Borrower or Administrative Agent, certifying in the case of a Form 1001 or 4224 that such Bank is entitled to receive payments under this Agreement without deduction or withholding of any United States federal taxes, unless in any such cases an event (including without limitation any change in treaty, law or regulation) has 45 occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent a Bank from duly completing and delivering any such letter or form with respect to it and such Bank advises Borrower and Administrative Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.