Common use of Withholding Exemption Certificates Clause in Contracts

Withholding Exemption Certificates. Each Borrower may from time to time, by written notice to the Agent and each Lender, designate an office from which payments under this Agreement shall be made (an “Applicable Payment Office”). FIL’s Applicable Payment Office shall be deemed to be in Hong Kong unless otherwise designated in writing by FIL. If a Borrower other than FIL does not designate an Applicable Payment Office, such Borrower’s Applicable Payment Office shall be deemed to be located in the jurisdiction in which such Borrower is organized. On or prior to the Effective Date (or, with respect to any Lender which is not a party to this Agreement on the Effective Date, on or prior to the date any other Lender becomes a Lender hereunder), each Lender which is not organized under the laws of the jurisdiction of a Borrower’s Applicable Payment Office shall notify the applicable Borrower whether such Lender is entitled to receive payments on its Loans under this Agreement from such Borrower’s Applicable Payment Office for the account of such Lender’s Lending Office without deduction or withholding of any income taxes (or with reduced deduction or withholding of any such taxes) imposed by the jurisdiction of such Borrower’s Applicable Payment Office. If such Lender is so entitled, it shall promptly deliver to such Borrower and/or any other appropriate person(s) such certificates, forms and/or other documents as it may lawfully provide certifying that such Lender is entitled to receive such payments without deduction or withholding of taxes (or with reduced deduction or withholding of any such taxes) as such Borrower shall reasonably request to establish such fact. If, after the Effective Date, any Borrower designates an Applicable Payment Office that is different than such Borrower’s then existing Applicable Payment Office, each Lender which is not organized under the laws of the jurisdiction of such new Applicable Payment Office shall, as soon as practicable and in any event within thirty (30) days of such designation (or if not practicable within such period, then as soon as practicable thereafter but in any event within a period of sixty (60) days of such designation), notify the applicable Borrower whether such Lender is entitled to receive payments on its Loans under this Agreement from such Borrower’s new Applicable Payment Office for the account of such Lender’s Lending Office without deduction or withholding of any income taxes (or with reduced deduction or withholding of any such taxes) imposed by the jurisdiction of such Borrower’s new Applicable Payment Office and promptly deliver to such Borrower and/or any other appropriate person(s) such certificates, forms, and/or other documents as it may lawfully provide certifying that such Lender is entitled to receive such payments without deduction or withholding of taxes (or with reduced deduction or withholding of any such taxes) as such Borrower shall reasonably request to establish such fact. Each such Lender further agrees (i) promptly to notify the applicable Borrower(s) and Agent of any change of circumstances (including any change in any treaty, law or regulation or any change of such Lender’s Applicable Lending Office) which would prevent such Lender from receiving such payments hereunder without any deduction or withholding of such taxes (or with reduced deduction or withholding of any such taxes) and (ii) if such Lender is still legally entitled to do so, then on or before the date that any certificate, form and/or other documents delivered by such Lender under this Subparagraph 2.13(b) expires or otherwise becomes inapplicable, to deliver to the applicable Borrower(s) and Agent new certificate(s), form(s) and/or other documents, certifying that such Lender is entitled to receive such payments under this Agreement without deduction or withholding of such taxes (or with reduced deduction or withholding of any such taxes). If any Lender that may lawfully provide such certification fails to provide to Agent and the applicable Borrower pursuant to this Subparagraph 2.13(b) (or, in the case of a Participant, Subparagraph 8.05(b)) any notifications, certificates or other evidence required by this provision, such Lender shall not be entitled to any indemnification under Subparagraph 2.13(a) for any Non-Excluded Taxes imposed on such Lender primarily as a result of such failure. Notwithstanding the foregoing, if such Lender is not entitled to receive payments on its Loans without deduction or withholding of taxes (or with reduced deduction or withholding of any such taxes) and cannot lawfully provide any such form, it shall continue to be entitled to the benefits of Subparagraph 2.13(a).

Withholding Exemption Certificates. Each Borrower may from time to time, by written notice to the Agent and each Lender, designate an office from which payments under this Agreement shall be made (an “Applicable Payment Office”). FIL’s Applicable Payment Office shall be deemed to be in Hong Kong unless otherwise designated in writing by FIL. If a Borrower other than FIL does not designate an Applicable Payment Office, such Borrower’s Applicable Payment Office shall be deemed to be located in the jurisdiction in which such Borrower is organized. On or prior to the Effective Date (or, with respect to any Lender which is not a party to this Agreement on the Effective Date, on or prior to the date any other Lender becomes a Lender hereunder), each Lender which is not organized under the laws of the jurisdiction United States of a Borrower’s Applicable Payment Office America shall notify the applicable Borrower whether such Lender is entitled to receive payments on its Loans under this Agreement from such Borrower’s Applicable Payment Office for the account of such Lender’s Applicable Lending Office without deduction or withholding of any income taxes (or with reduced deduction or withholding of any such taxes) imposed by the jurisdiction of such Borrower’s Applicable Payment Office. If such Lender is so entitled, it shall Office and promptly deliver to such Borrower and/or any other appropriate person(s) such certificates, forms and/or other documents as it may lawfully provide certifying that such Lender is entitled to receive such payments without deduction or withholding of taxes (or with reduced deduction or withholding of any such taxes) as such Borrower shall reasonably request to establish such fact. If, after the Effective Date, any Borrower designates an Applicable Payment Office that is different than such Borrower’s then existing Applicable Payment Office, each Lender which is not organized under the laws of the jurisdiction of such new Applicable Payment Office shall, as soon as practicable and in any event within thirty (30) days of such designation (or if not practicable within such period, then as soon as practicable thereafter but in any event within a period of sixty (60) days of such designation), notify the applicable Borrower whether such Lender is entitled to receive payments on its Loans under this Agreement from such Borrower’s new Applicable Payment Office for the account of such Lender’s Lending Office without deduction or withholding of any income taxes (or with reduced deduction or withholding of any such taxes) imposed by the jurisdiction of such Borrower’s new Applicable Payment Office and promptly deliver to such Borrower and/or any other appropriate person(s) such certificates, forms, and/or other documents as it may lawfully provide certifying that such Lender is entitled to receive such payments without deduction or withholding of taxes (or with reduced deduction or withholding of any such taxes) as such Borrower shall reasonably request to establish such fact. Each such Lender further agrees (i) promptly to notify the applicable Borrower(s) Borrower and Agent of any change of circumstances (including any change in any treaty, law or regulation or any change of such Lender’s Applicable Lending Office) which would prevent such Lender from receiving such payments hereunder without any deduction or withholding of such taxes (or with reduced deduction or withholding of any such taxes) and (ii) if such Lender is still legally entitled to do so, then on or before the date that any certificate, form and/or other documents delivered by such Lender under this Subparagraph 2.13(b) expires or otherwise becomes inapplicable, to deliver to the applicable Borrower(s) Borrower and Agent a new certificate(s)certificate, form(s) form and/or other documents, certifying that such Lender is entitled to receive such payments under this Agreement without deduction or withholding of such taxes (or with reduced deduction or withholding of any such taxes). If any Lender that may lawfully provide such certification is legally entitled to do so fails to provide to Agent and the applicable Borrower pursuant to this Subparagraph 2.13(b) (or, in the case of a Participant, Subparagraph 8.05(b)) any notifications, certificates or other evidence required by this provision, such Lender shall not be entitled to any indemnification under Subparagraph 2.13(a) for any Non-Excluded Taxes imposed on such Lender primarily as a result of such failure. Notwithstanding the foregoing, if such Lender is not entitled to receive payments on its Loans without deduction or withholding of taxes (or with reduced deduction or withholding of any such taxes) and cannot lawfully provide any such formforms, it shall continue to be entitled to the benefits of Subparagraph 2.13(a).

Withholding Exemption Certificates. Each Borrower may from time to time, by written notice to the Agent and each Lender, designate an office from which payments under this Agreement shall be made (an “"Applicable Payment Office”"). FIL’s 's Applicable Payment Office shall be deemed to be in Hong Kong unless otherwise designated in writing by FIL. If a Borrower other than FIL does not designate an Applicable Payment Office, such Borrower’s 's Applicable Payment Office shall be deemed to be located in the jurisdiction in which such Borrower is organized. On or prior to the Effective Closing Date (or, with respect to any Lender which is not a party to this Agreement on the Effective Closing Date, on or prior to the date any other Lender becomes a Lender hereunder), each Lender which is not organized under the laws of the jurisdiction of a Borrower’s 's Applicable Payment Office shall notify the applicable Borrower whether such Lender is entitled to receive payments on its Loans under this Agreement from such Borrower’s 's Applicable Payment Office for the account of such Lender’s 's Lending Office without deduction or withholding of any income taxes (or with reduced deduction or withholding of any such taxes) imposed by the jurisdiction of such Borrower’s 's Applicable Payment Office. If such Lender is so entitled, it shall Office and promptly deliver to such Borrower and/or any such certificates and other appropriate person(s) such certificates, forms and/or other documents as it may lawfully provide certifying that such Lender is entitled to receive such payments without deduction or withholding of taxes (or with reduced deduction or withholding of any such taxes) evidence as such Borrower shall reasonably request to establish such fact. If, after the Effective Closing Date, any Borrower designates an Applicable Payment Office that is different than such Borrower’s 's then existing Applicable Payment Office, each Lender which is not organized under the laws of the jurisdiction of such new Applicable Payment Office shall, as soon as practicable and in any event within thirty (30) days of such designation (or if not practicable within such period, then as soon as practicable thereafter but in any event within a period of sixty (60) days of such designation), notify the applicable Borrower whether such Lender is entitled to receive payments on its Loans under this Agreement from such Borrower’s 's new Applicable Payment Office for the account of such Lender’s 's Lending Office without deduction or withholding of any income taxes (or with reduced deduction or withholding of any such taxes) imposed by the jurisdiction of such Borrower’s 's new Applicable Payment Office and promptly deliver to such Borrower and/or any such certificates and other appropriate person(s) such certificates, forms, and/or other documents as it may lawfully provide certifying that such Lender is entitled to receive such payments without deduction or withholding of taxes (or with reduced deduction or withholding of any such taxes) evidence as such Borrower shall reasonably request to establish such fact. Each such Lender further agrees (iA) promptly to notify the applicable Borrower(s) Borrowers and Agent of any change of circumstances (including any change in any treaty, law or regulation or any change of such Lender’s 's Applicable Lending Office) which would prevent such Lender from receiving such payments hereunder without any deduction or withholding of such taxes (or with reduced deduction or withholding of any such taxes) and (iiB) if such Lender is still legally entitled to do so, then on or before the date that any certificate, certificate or other form and/or other documents delivered by such Lender under this Subparagraph 2.13(b) expires or otherwise becomes inapplicableexpires, to deliver to the applicable Borrower(s) such Borrowers and Agent a new certificate(s), form(s) and/or other documentscertificate or form, certifying that such Lender is entitled to receive such payments under this Agreement without deduction or withholding of such taxes (or with reduced deduction or withholding of any such taxes). If any Lender that may lawfully provide such certification fails to provide to Agent and the applicable Borrower pursuant to this Subparagraph 2.13(b) (or, in the case of a an Assignee Participant, Subparagraph 8.05(b)) any notifications, certificates or other evidence required by this such provision, such Lender shall not be entitled to any indemnification under Subparagraph 2.13(a) for any Non-Excluded Taxes imposed on such Lender primarily as a result of such failure. Notwithstanding the foregoing, if such Lender is not entitled to receive payments on its Loans without deduction or withholding of taxes (or with reduced deduction or withholding of any such taxes) and cannot lawfully provide any such form, it shall continue to be entitled to the benefits of Subparagraph 2.13(a).

Withholding Exemption Certificates. Each Borrower may from time to time, by written notice to the Agent and each Lender, designate an office from which payments under this Agreement shall be made (an “"Applicable Payment Office”"). FIL’s 's Applicable Payment Office shall be deemed to be in Hong Kong unless otherwise designated in writing by FIL. If a Borrower other than FIL does not designate an Applicable Payment Office, such Borrower’s 's Applicable Payment Office shall be deemed to be located in the jurisdiction in which such Borrower is organized. On or prior to the Effective Closing Date (or, with respect to any Lender which is not a party to this Agreement on the Effective Closing Date, on or prior to the date any other Lender becomes a Lender hereunder), each Lender which is not organized under the laws of the jurisdiction of a Borrower’s 's Applicable Payment Office shall notify the applicable Borrower whether such Lender is entitled to receive payments on its Loans under this Agreement from such Borrower’s 's Applicable Payment Office for the account of such Lender’s 's Lending Office without deduction or withholding of any income taxes (or with reduced deduction or withholding of any such taxes) imposed by the jurisdiction of such Borrower’s 's Applicable Payment Office. If such Lender is so entitled, it shall promptly deliver to such Borrower and/or any other appropriate person(s) such certificates, forms and/or other documents as it may lawfully provide certifying that such Lender is entitled to receive such payments without deduction or withholding of taxes (or with reduced deduction or withholding of any such taxes) as such Borrower shall reasonably request to establish such fact. If such Lender is not entitled to receive payments on its Loans without deduction or withholding of taxes (or with reduced deduction or withholding of any such taxes) and cannot lawfully provide any such forms, it shall continue to be entitled to the benefits of Subparagraph 2.13(a). If, after the Effective Closing Date, any Borrower designates an Applicable Payment Office that is different than such Borrower’s 's then existing Applicable Payment Office, each Lender which is not organized under the laws of the jurisdiction of such new Applicable Payment Office shall, as soon as practicable and in any event within thirty (30) days of such designation (or if not practicable within such period, then as soon as practicable thereafter but in any event within a period of sixty (60) days of such designation), notify the applicable Borrower whether such Lender is entitled to receive payments on its Loans under this Agreement from such Borrower’s 's new Applicable Payment Office for the account of such Lender’s 's Lending Office without deduction or withholding of any income taxes (or with reduced deduction or withholding of any such taxes) imposed by the jurisdiction of such Borrower’s 's new Applicable Payment Office and promptly deliver to such Borrower and/or any other appropriate person(s) such certificates, forms, and/or other documents as it may lawfully provide certifying that such Lender is entitled to receive such payments without deduction or withholding of taxes (or with reduced deduction or withholding of any such taxes) as such Borrower shall reasonably request to establish such fact. Each such Lender further agrees (i) promptly to notify the applicable Borrower(s) Borrowers and Agent of any change of circumstances (including any change in any treaty, law or regulation or any change of such Lender’s 's Applicable Lending Office) which would prevent such Lender from receiving such payments hereunder without any deduction or withholding of such taxes (or with reduced deduction or withholding of any such taxes) and (ii) if such Lender is still legally entitled to do so, then on or before the date that any certificate, form and/or other documents delivered by such Lender under this Subparagraph 2.13(b) expires or otherwise becomes inapplicable, to deliver to the applicable Borrower(s) such Borrowers and Agent a new certificate(s)certificate, form(s) form and/or other documents, certifying that such Lender is entitled to receive such payments under this Agreement without deduction or withholding of such taxes (or with reduced deduction or withholding of any such taxes). If any Lender that may lawfully provide such certification fails to provide to Agent and the applicable Borrower pursuant to this Subparagraph 2.13(b) (or, in the case of a an Assignee Participant, Subparagraph 8.05(b)) any notifications, certificates or other evidence required by this provision, such Lender shall not be entitled to any indemnification under Subparagraph 2.13(a) for any Non-Excluded Taxes imposed on such Lender primarily as a result of such failure. Notwithstanding the foregoing, if such Lender is not entitled to receive payments on its Loans without deduction or withholding of taxes (or with reduced deduction or withholding of any such taxes) and cannot lawfully provide any such form, it shall continue to be entitled to the benefits of Subparagraph 2.13(a).