Common use of Withholding Forms Clause in Contracts

Withholding Forms. (a) Each Bank that is organized under the laws of a jurisdiction outside the United States hereby agrees that, if and to the extent it is legally able to do so and has not already done so, it shall, prior to the date of the first payment by the Borrower hereunder to be made to such Bank or for such Bank's account, deliver to the Borrower and the Agent, as applicable, such certificates, documents or other evidence, as and when required by the Code or Treasury Regulations issued pursuant thereto, including two (2) duly completed originals of Internal Revenue Service Form 1001 or Form 4224 and any other certificate or statement of exemption required by Treasury Regulations, or any subsequent versions thereof or successors thereto, properly completed and duly executed by such Bank establishing that with respect to payments of principal, interest or fees hereunder it is (i) not subject to United States federal withholding tax under the Code because such payment is effectively connected with the conduct by such Bank of a trade or business in the United States or (ii) totally exempt from United States federal withholding taxes under a provision of an applicable tax treaty or, in the case of a Bank that is not a "bank" under Section 881(c) of the Code, a Form W-8 and a certificate stating that such Bank is not a "bank" within the meaning of the aforementioned Code Section . (b) The Borrower shall not be required to pay any additional amounts to any Bank pursuant to this Section 6.2, if (i) the obligation to pay such additional amounts would not have arisen but for a failure by such Bank to deliver the forms contemplated by this Section 6.2.3; or (ii) the Bank is not eligible for complete

Withholding Forms. (a) Each Bank that is organized under the laws of a jurisdiction outside the United States hereby agrees that, if and to the extent it is legally able to do so and has not already done so, it shall, prior to the date of the first payment by the Borrower hereunder to be made to such Bank or for such Bank's account, deliver to the Borrower and the AgentAgents, as applicable, such certificates, documents or other evidence, as and when required by the Code or Treasury Regulations issued pursuant thereto, including two (2) duly completed originals of Internal Revenue Service Form 1001 or Form 4224 and any other certificate or statement of exemption required by Treasury Regulations, or any subsequent versions thereof or successors thereto, properly completed and duly executed by such Bank establishing that with respect to payments of principal, interest or fees hereunder it is (i) not subject to United States federal withholding tax under the Code because such payment is effectively connected with the conduct by such Bank of a trade or business in the United States or (ii) totally exempt from United States federal withholding taxes under a provision of an applicable tax treaty or, in the case of a Bank that is not a "bank" under Section 881(c) of the Code, a Form W-8 and a certificate stating that such Bank is not a "bank" within the meaning of the aforementioned Code Section section. (b) The Borrower shall not be required to pay any additional amounts to any Bank pursuant to this Section 6.25.2, if (i) the obligation to pay such additional amounts would not have arisen but for a failure by such Bank to deliver the forms contemplated by this Section 6.2.35.2.3; or (ii) the Bank is not eligible for completecomplete exemption from United States federal withholding tax with respect to payments of interest, principal or fees under this Credit Agreement or under any of the other Loan Documents, other than by reason of any change, after the Initial Date, of any applicable law, treaty or regulations by any governmental authority or other agency charged with the interpretation or administration thereof. For purposes of this 5.2.3, the term "Initial Date" shall mean, with respect to any Bank which is a party hereto on the date hereof, the date hereof, and with respect to each assignee or transferee of any Bank, the date of the grant of the participation in, or transfer or assignment of an interest hereunder to, such assignee or transferee.