Common use of Tax Certificates Clause in Contracts

Tax Certificates. Each Indemnified Tax Person that is organized under the laws of any jurisdiction other than the United States or any political subdivision thereof that is exempt from United States federal withholding tax, or that is subject to such tax at a reduced rate under an applicable treaty, with respect to payments under the Loan Documents shall deliver to the Agent for transmission to the Borrower, on or prior to the Effective Date (in the case of each Indemnified Tax Person listed on the signature pages hereof) or on the effective date of the Assignment and Acceptance Agreement or other document pursuant to which it becomes an Indemnified Tax Person (in the case of each other Indemnified Tax Person), and at such other times as the Borrower or the Agent may reasonably request Internal Revenue Form 4224 or Form 1001 or other certificate or document required under United States law to establish entitlement to such exemption or reduced rate. No Credit Party shall be required to pay any additional amount to any such Indemnified Tax Person under subsection (b) above if such Indemnified Tax Person shall have failed to satisfy the requirements of the immediately preceding sentence; provided that if such Indemnified Tax Person shall have satisfied such requirements on the Effective Date (in the case of each Indemnified Tax Person listed on the signature pages hereof) or on the effective date of the Assignment and Acceptance Agreement or other document pursuant to which it became an Indemnified Tax Person (in the case of each other Indemnified Tax Person), nothing in this subsection shall relieve any Credit Party of its obligation to pay any additional amounts pursuant to subsection (b) in the event that, as a result of any change in applicable law or treaty, such Indemnified Tax Person is no longer properly entitled to deliver certificates, documents or other evidence at a subsequent date establishing the fact that such Indemnified Tax Person is no longer entitled to such exemption or reduced rate.

Tax Certificates. Each Indemnified Tax Person that is organized under the laws of any jurisdiction other than the United States or any political subdivision thereof that is exempt from United States federal withholding tax, or that is subject to such tax at a reduced rate under an applicable treaty, with respect to payments under the Loan Documents shall deliver to the Agent for transmission to the each Borrower, on or prior to the Effective Date (in the case of each Indemnified Tax Person listed on the signature pages hereof) or on the effective date of the Assignment and Acceptance Agreement or other document pursuant to which it becomes an Indemnified Tax Person (in the case of each other Indemnified Tax Person), and at such other times as the Borrower or the Agent may reasonably request be required by applicable law, Internal Revenue Form 4224 or Form 1001 or any other certificate certificates or document documents required under United States law to establish entitlement to such exemption or reduced rate. In addition, each Indemnified Tax Person shall deliver the forms described above promptly upon the obsolescence or invalidity of any form previously delivered by such Indemnified Tax Person. No Credit Party shall be required to pay any additional amount to any such Indemnified Tax Person under subsection (b) above if such Indemnified Tax Person shall have failed to satisfy the requirements of the two immediately preceding sentencesentences; provided that if such Indemnified Tax Person shall have satisfied such requirements on the Effective Date (in the case of each Indemnified Tax Person listed on the signature pages hereof) or on the effective date of the Assignment and Acceptance Agreement or other document pursuant to which it became an Indemnified Tax Person (in the case of each other Indemnified Tax Person), nothing in this subsection shall relieve any Credit Party of its obligation to pay any additional amounts pursuant to subsection (b) in to the event extent that, as a result of any change in applicable law or treaty, such Indemnified Tax Person is no longer properly entitled to deliver certificates, documents or other evidence at a subsequent date establishing the fact that such Indemnified Tax Person is no longer entitled to such exemption or reduced rate.

Tax Certificates. Each Indemnified Tax Person that is organized under the laws of any jurisdiction other than the United States or any political subdivision thereof that is exempt from United States federal withholding tax, or that is subject to such tax at a reduced rate under an applicable treaty, with respect to payments under the Loan Documents shall deliver to the Administrative Agent for transmission to the BorrowerCompany, on or prior to the Effective Closing Date (in the case of each Indemnified Tax Person listed on the signature pages hereof) or on the effective date of the Assignment and Acceptance Agreement or other document pursuant to which it becomes an Indemnified Tax Person (in the case of each other Indemnified Tax Person), and at such other times as the Borrower Company or the Administrative Agent may reasonably request request, Internal Revenue Form 4224 or Form 1001 or other certificate or document required under United States law to establish entitlement to such exemption or reduced rate. No Credit Party Neither the Company nor the Guarantor shall be required to pay any additional amount to any such Indemnified Tax Person under subsection (b) above if such Indemnified Tax Person shall have failed to satisfy the requirements of the immediately preceding sentence; provided that if such Indemnified Tax Person shall have satisfied such requirements on the Effective Closing Date (in the case of each Indemnified Tax Person listed on the signature pages hereof) or on the effective date of the Assignment and Acceptance Agreement or other document pursuant to which it became an Indemnified Tax Person (in the case of each other Indemnified Tax Person), nothing in this subsection shall relieve any Credit Party the Company or the Guarantor of its obligation to pay any additional amounts pursuant to subsection (b) in the event that, as a result of any change in applicable law or treaty, such Indemnified Tax Person is no longer properly entitled to deliver certificates, documents or other evidence at a subsequent date establishing the fact that such Indemnified Tax Person is no longer entitled to such exemption or reduced rate.

Tax Certificates. (1) Each Indemnified Tax Person Lender that is organized under the laws of any jurisdiction other than the United States or any state or other political subdivision thereof that is exempt from United States federal withholding tax, or that is subject to such tax at a reduced rate under an applicable treaty, with respect to payments under the Loan Documents shall deliver to the Administrative Agent for transmission to the BorrowerDomestic Borrowers, on or prior to the Effective Closing Date (in the case of each Indemnified Tax Person Lender listed on the signature pages hereof) or on the effective date of the Assignment and Acceptance Agreement or other document pursuant to which it becomes an Indemnified Tax Person a Lender (in the case of each other Indemnified Tax PersonLender), and at such other times as may be necessary in the Borrower determination of Borrowers' Agent or Administrative Agent (each in the Agent may reasonably request reasonable exercise of its discretion), such certificates, documents or other evidence, properly and accurately completed and duly executed by such Lender (including, without limitation, Internal Revenue Service Form 4224 W-8BEN or Form 1001 W-8ECI or any other certificate or document statement of exemption required under by Treasury Regulations Section 1.1441-4(a) or Section 1.1441-6(c) or any successor thereto) to establish that such Lender is not subject to deduction or withholding of United States law federal income tax under Section 1441 or 1442 of the Internal Revenue Code or otherwise (or under any comparable provisions of any successor statute) with respect to establish entitlement any payments to such exemption Lender of principal, interest, fees or reduced rate. No Credit Party shall be required to pay other amounts payable under any additional amount to any such Indemnified Tax Person under subsection (b) above if such Indemnified Tax Person shall have failed to satisfy the requirements of the immediately preceding sentence; provided that if Loan Documents and shall deliver to the appropriate Person upon request such Indemnified Tax Person shall have satisfied such requirements on the Effective Date (in the case of each Indemnified Tax Person listed on the signature pages hereof) or on the effective date of the Assignment and Acceptance Agreement or other document pursuant to which it became an Indemnified Tax Person (in the case of each other Indemnified Tax Person), nothing in this subsection shall relieve any Credit Party of its obligation to pay any additional amounts pursuant to subsection (b) in the event that, as a result of any change in applicable law or treaty, such Indemnified Tax Person is no longer properly entitled to deliver certificates, documents or other evidence at a subsequent date establishing as may be required from time to time, properly completed and duly executed by such Lender, to establish the fact that such Indemnified Tax Person is no longer entitled basis for any applicable exemption from or reduction of Taxes with respect to any payments to such exemption Lender of principal, interest, fees, commissions or any other amount payable under any of the Loan Documents, and (2) each Lender (other than a Person exempt from Taxes with respect to any payments to such Lender of interest payable by UK Offshore Borrowers under the Loan Documents) shall deliver to the appropriate Person such application forms, certificates, documents or other evidence as may be reasonably requested from time to time by UK Offshore Borrowers, properly completed and duly executed by such Lender, to enable UK Offshore Borrowers, to the extent permitted by applicable law, to be able to pay interest on the UK Loans of such Lender without withholding or deduction, or at reduced raterates of withholding or deduction, for or on account of any UK income tax. Each Arranger will co-operate with the Australian Offshore Borrowers, and it will do, or provide such other things as may be reasonably requested by the Australian Offshore Borrowers, in connection with the offer of the Australian Loans and the Australian Loan Notes, to the extent necessary to demonstrate that the Australian Loans and the Australian Loan Notes were offered for issue and sale in such a manner that will allow that payment of interest (as defined in section 128A(1AB) of the Income Tax Assessment Xxx 0000 of Australia) on the Australian Loans and the Australian Loan Notes to be exempt from withholding tax under section 128F of that act. Each Arranger will provide any factual information relating to the issue and sale of the Australian Loans and Australian Loan Notes in its possession or which it is reasonably able to provide and which is reasonably requested by the Australian Offshore Borrowers in order to assist in demonstrating that the public offer test under section 128F of the Income Tax Assessment Xxx 0000 of Australia has been satisfied in relation to the Australian Loans and the Australian Loan Notes and payments of interest under the Australian Loans and the Australian Loan Notes will be exempt from withholding tax under that provision.

Tax Certificates. Each Indemnified Tax Person that is organized under the laws of any jurisdiction other than the United States or any political subdivision thereof that is exempt from United States federal withholding tax, or that is subject to such tax at a reduced rate under an applicable treaty, with respect to payments under the Loan Documents shall deliver to the Agent for transmission to the BorrowerBorrowers, on or prior to the Effective Date (in the case of each Indemnified Tax Person listed on the signature pages hereof) or on the effective date of the Assignment and Acceptance Agreement or other document pursuant to which it becomes an Indemnified Tax Person (in the case of each other Indemnified Tax Person), and at such other times as the Borrower Borrowers or the Administrative Agent may reasonably request request, Internal Revenue Form 4224 W-8 ECI or Form 1001 W-8 BEN or other certificate or document required under United States law to establish entitlement to such exemption or reduced rate. No Credit Party Borrower shall be required to pay any additional amount to any such Indemnified Tax Person under subsection (b) above if such Indemnified Tax Person shall have failed to satisfy the requirements of the immediately preceding sentencesentence with respect to such Borrower; provided that if such Indemnified Tax Person shall have satisfied such requirements on the Effective Date (in the case of each Indemnified Tax Person listed on the signature pages hereof) or on the effective date of the Assignment and Acceptance Agreement or other document pursuant to which it became an Indemnified Tax Person (in the case of each other Indemnified Tax Person), nothing in this subsection shall relieve any Credit Party the Borrowers of its their obligation to pay any additional amounts pursuant to subsection (b) in the event that, as a result of any change in applicable law or treaty, such Indemnified Tax Person is no longer properly entitled to deliver certificates, documents or other evidence at a subsequent date establishing the fact that such Indemnified Tax Person is no longer entitled to such exemption or reduced rate.

Tax Certificates. (1) Each Indemnified Tax Person Lender with Revolving Loan Commitments, Tranche B1 Term Loans, Domestic Tranche C Term Loan Commitments, Domestic Tranche C Term Loans, Tranche D Term Loan Commitments or Tranche D Term Loans that is organized under the laws of any jurisdiction other than the United States of America or any state or other political subdivision thereof that is exempt from United States federal withholding tax, or that is subject to such tax at a reduced rate under an applicable treaty, with respect to payments under the Loan Documents shall deliver to the Administrative Agent for transmission to the BorrowerDomestic Borrowers, on or prior to the Effective Restatement Date (in the case of each Indemnified Tax Person Lender listed on the signature pages hereof) or on the effective date of the Assignment and Acceptance Agreement or other document pursuant to which it becomes an Indemnified Tax Person a Lender (in the case of each other Indemnified Tax PersonLender), and at such other times as may be necessary in the Borrower determination of Borrowers’ Agent or Administrative Agent (each in the Agent may reasonably request reasonable exercise of its discretion), such certificates, documents or other evidence, properly and accurately completed and duly executed by such Lender (including, without limitation, Internal Revenue Service Form 4224 W-8BEN or Form 1001 W-8ECI or any other certificate or document statement of exemption required under by Treasury Regulations Section 1.1441-4(a) or Section 1.1441-6(c) or any successor thereto) to establish that such Lender is not subject to deduction or withholding of United States law federal income tax under Section 1441 or 1442 of the Internal Revenue Code or otherwise (or under any comparable provisions of any successor statute) with respect to establish entitlement any payments to such exemption Lender of principal, interest, fees or reduced rate. No Credit Party shall be required to pay other amounts payable under any additional amount to any such Indemnified Tax Person under subsection (b) above if such Indemnified Tax Person shall have failed to satisfy the requirements of the immediately preceding sentence; provided that if Loan Documents and shall deliver to the appropriate Person upon request such Indemnified Tax Person shall have satisfied such requirements on the Effective Date (in the case of each Indemnified Tax Person listed on the signature pages hereof) or on the effective date of the Assignment and Acceptance Agreement or other document pursuant to which it became an Indemnified Tax Person (in the case of each other Indemnified Tax Person), nothing in this subsection shall relieve any Credit Party of its obligation to pay any additional amounts pursuant to subsection (b) in the event that, as a result of any change in applicable law or treaty, such Indemnified Tax Person is no longer properly entitled to deliver certificates, documents or other evidence at a subsequent date establishing as may be required from time to time, properly completed and duly executed by such Lender, to establish the fact that such Indemnified Tax Person is no longer entitled basis for any applicable exemption from or reduction of Taxes with respect to any payments to such exemption Lender of principal, interest, fees, commissions or any other amount payable under any of the Loan Documents, (2) each Lender (other than a Person exempt from Taxes with respect to any payments to such Lender of interest payable by United Glass under the Loan Documents) shall deliver to the appropriate Person such application forms, certificates, documents or other evidence as may be reasonably requested from time to time by United Glass, properly completed and duly executed by such Lender, to enable United Glass, to the extent permitted by applicable law, to be able to pay interest on the UK Revolving Loans of such Lender without withholding or deduction, or at reduced raterates of withholding or deduction, for or on account of any UK income tax and (3) each Lender with French Tranche C1 Term Loan Exposure, French Tranche C2 Term Loan Exposure or French Tranche C3 Term Loan Exposure shall deliver to the appropriate Person such application forms, certificates, documents or other evidence as may be reasonably requested from time to time by BSN, properly completed and duly executed by such Lender, to enable BSN, to the extent permitted by applicable law, to be able to pay interest on the French Tranche C1 Term Loans, French Tranche C2 Term Loans and/or French Tranche C3 Term Loans of such Lender without withholding or deduction, or at reduced rates of withholding or deduction, for or on account of any French income tax. 115 Each Arranger will cooperate with the Australian Offshore Borrowers, and it will do or provide such other things as may be reasonably requested from time to time by the Australian Offshore Borrowers, to demonstrate that the requirements of section 128F of the Income Tax Assessment Act of 1936 (Commonwealth of Australia) were satisfied in relation to the respective issues of “Australian Loans” and the “Australian Loan Notes” under the Original Credit Agreement, the Tranche A Term Loans and the notes evidencing such “Tranche A Term Loans” under the First Amended and Restated Credit Agreement as in effect prior to the First Amendment, and the Tranche A1 Term Loans, the Australian Revolving Loans, the Tranche A1 Term Loan Notes, and the Australian Revolving Loan Notes under this Agreement so that payment of interest under each of the above-mentioned Loans will be exempt from withholding tax under the Income Tax Assessment Act of 1936 (Commonwealth of Australia). Non-compliance by either Arranger with this paragraph shall not relieve the Australian Offshore Borrowers of their obligations under subsections 2.7C(i) or 2.7C(ii).

Tax Certificates. Each Indemnified Tax Person that is organized under Foreign Lender listed on the laws of any jurisdiction other than the United States or any political subdivision thereof that is exempt from United States federal withholding tax, or that is subject to such tax at a reduced rate under an applicable treaty, with respect to payments under the Loan Documents signature pages hereof shall deliver to the Agent for transmission Borrower (with a copy to the BorrowerAdministrative Agent), on or prior to the Effective Date (in the case of each Indemnified Tax Person Foreign Lender listed on the signature pages hereof) or on the effective date of the Assignment and Acceptance Agreement or other document Assumption pursuant to which it becomes an Indemnified Tax Person a Lender (in the case of each other Indemnified Tax PersonForeign Lender), and at such other times as may be necessary in the determination of the Borrower or the Administrative Agent may reasonably request (each in the reasonable exercise of its discretion), including upon the occurrence of any event requiring a change in the most recent counterpart of any form set forth below previously delivered by such Foreign Lender to the Borrower, such certificates, documents or other evidence, properly completed and duly executed by such Foreign Lender including (i) two accurate and complete original signed copies of Internal Revenue Service Form 4224 W8-BEN or Form 1001 W8-ECI, or successor applicable form and (ii) an Internal Revenue Service Form W-8 or W-9 (or any other certificate or document statement of exemption required under by Treasury Regulations Section 1.1441 4(a) or Section 1.1441 6(c) or any successor thereto) to establish that such Foreign Lender is not subject to deduction or withholding of United States law federal income tax under Section 1441 or 1442 of the Code or otherwise (or under any comparable provisions of any successor statute) with respect to establish entitlement any payments to such exemption Foreign Lender of principal, interest, fees or reduced rateother amounts payable under any of the Loan Documents. No Credit Party The Borrower shall not be required to pay any additional amount to any such Indemnified Tax Person Foreign Lender under subsection (bSection 3.7(b)(iii) above if such Indemnified Tax Person Foreign Lender shall have failed to satisfy the requirements of the immediately preceding sentence; provided that if such Indemnified Tax Person Foreign Lender shall have satisfied such requirements on the Effective Date (in the case of each Indemnified Tax Person Foreign Lender listed on the signature pages hereof) or on the effective date of the Assignment and Acceptance Agreement or other document Assumption pursuant to which it became an Indemnified Tax Person becomes a Lender (in the case of each other Indemnified Tax PersonForeign Lender), nothing in this subsection Section shall relieve any Credit Party the Borrower of its obligation to pay any additional amounts pursuant to subsection (bSection 3.7(b)(iii) in the event that, as a result of any change in applicable law or treatylaw, such Indemnified Tax Person Foreign Lender is no longer properly entitled to deliver certificates, documents or other evidence at a subsequent date establishing the fact that such Indemnified Tax Person Foreign Lender is no longer entitled not subject to such exemption or reduced ratewithholding as described in the immediately preceding sentence.

Tax Certificates. Each Indemnified Tax Person that is organized under the laws of any jurisdiction other than the United States or any political subdivision thereof that is exempt from United States federal withholding tax, or that is subject to such tax at a reduced rate under an applicable treaty, with respect to payments under the Loan Documents shall deliver to the Administrative Agent for transmission to the Borrower, on or prior to the Effective Date (in the case of each Indemnified Tax Person listed on the signature pages hereof) or on the effective date of the Assignment and Acceptance Ac ceptance Agreement or other document pursuant to which it becomes an Indemnified Tax Person (in the case of each other Indemnified Tax Person), and at such other times as the Borrower or the Administrative Agent may reasonably request Internal Revenue Form 4224 or Form 1001 or other certificate or document required under United States law to establish entitlement to such exemption or reduced rate. No Credit Party The Borrower shall not be required to pay any additional amount to any such Indemnified Tax Person under subsection (b) above if such Indemnified Tax Person shall have failed to satisfy the requirements of the immediately preceding sentence; provided that if such Indemnified Tax Person shall have satisfied such requirements on the Effective Date (in the case of each Indemnified Tax Person listed on the signature pages hereof) or on the effective date of the Assignment and Acceptance Agreement or other document pursuant to which it became an Indemnified Tax Person (in the case of each other Indemnified Tax Person), nothing in this subsection shall relieve any Credit Party the Borrower of its obligation obliga tion to pay any additional amounts pursuant to subsection (b) in the event that, as a result of any change in applicable ap plicable law or treaty, such Indemnified Tax Person is no longer properly entitled to deliver certificates, documents or other evidence at a subsequent date establishing the fact that such Indemnified Tax Person is no longer entitled to such exemption or reduced rate.

Tax Certificates. Each Indemnified Tax Person that is organized under the laws of any jurisdiction other than the United States or any political subdivision thereof that is exempt from United States federal withholding tax, or that is subject to such tax at a reduced rate under an applicable treaty, with respect to payments under the Loan Documents shall deliver deliver, to the extent that is legally entitled to do so, to the Agent for transmission to the BorrowerBorrowers, on or prior to the Effective Date (in the case of each Indemnified Tax Person listed on the signature pages hereof) or on the effective date of the Assignment and Acceptance Agreement or other document pursuant to which it becomes an Indemnified Tax Person (in the case of each other Indemnified Tax Person), and at such other times as the Borrower or the Agent may reasonably request be required by applicable law, either (i) two duly completed copies of either (x) Internal Revenue Service Form 4224 W-8BEN claiming, to the extent then available, a reduced rate under an applicable treaty or (y) Internal Revenue Service Form 1001 W-8ECI, or other in either case an applicable successor form; or (ii) in the case of an Indemnified Tax Person that is not legally entitled to deliver either form listed in clause (e)(i) but is legally entitled to deliver the certificate described in clause (e)(ii), a certificate to the effect that such Indemnified Tax Person is not (x) a "bank" within the meaning of Section 881(c)(3)(A) of the Code, (y) a "10 percent shareholder" of the Borrowers within the meaning of Section 881(c)(3)(B) of the Code, or document required under United States law to establish entitlement to (z) a controlled foreign corporation receiving interest from a related person within the meaning of Section 881(c)(3)(C) of the Code. In addition, each Indemnified Tax Person shall deliver the forms described above promptly upon the obsolescence or invalidity of any form previously delivered by such exemption or reduced rateIndemnified Tax Person. No Credit Party Obligor shall be required to pay any additional amount to any such Indemnified Tax Person under subsection (bb)(ii) above if such Indemnified Tax Person shall have failed to satisfy the requirements of the two immediately preceding sentencesentences; provided that if such Indemnified Tax Person shall have satisfied such requirements on the Effective Date (in the case of each Indemnified Tax Person listed on the signature pages hereof) or on the effective date of the Assignment and Acceptance Agreement or other document pursuant to which it became an Indemnified Tax Person (in the case of each other Indemnified Tax Person), nothing in this subsection shall relieve any Credit Party Obligor of its obligation to pay any additional amounts pursuant to subsection (bb)(ii) in to the event extent that, as a result of any change in applicable law or treaty, such Indemnified Tax Person is no longer properly entitled to deliver certificates, documents or other evidence at a subsequent date establishing the fact that such Indemnified Tax Person is no longer entitled to such exemption or reduced rate.

Tax Certificates. Each Indemnified Tax Person that is organized under the laws of any jurisdiction other than the United States or any political subdivision thereof that is exempt from United States federal withholding tax, or that is subject to such tax at a reduced rate under an applicable treaty, with respect to payments under the Loan Documents shall deliver to the Agent for transmission to the Borrower, on or prior to the Effective Date (in the case of each Indemnified Tax Person listed on the signature pages hereof) or on the effective date of the Assignment and Acceptance Agreement or other document pursuant to which it becomes an Indemnified Tax Person (in the case of each other Indemnified Tax Person), and at such other times as the Borrower or the Agent may reasonably request request, Internal Revenue Form 4224 or Form 1001 or other certificate or document required under United States law to establish entitlement to such exemption or reduced rate. No Credit Party shall be required to pay any additional amount to any such Indemnified Tax Person under subsection (b) above if such Indemnified Tax Person shall have failed to satisfy the requirements of the immediately preceding sentence; provided that if such Indemnified Tax Person shall have satisfied such requirements on the Effective Date (in the case of each Indemnified Tax Person listed on the signature pages hereof) or on the effective date of the Assignment and Acceptance Agreement or other document pursuant to which it became an Indemnified Tax Person (in the case of each other Indemnified Tax Person), nothing in this subsection shall relieve any Credit Party of its obligation to pay any additional amounts pursuant to subsection (b) in the event that, as a result of any change in applicable law or treaty, such Indemnified Tax Person is no longer properly entitled to deliver certificates, documents or other evidence at a subsequent date establishing the fact that such Indemnified Tax Person is no longer entitled to such exemption or reduced rate.

Tax Certificates. Each Indemnified Tax Person Any Lender, if requested, in writing, by the Borrower or the Administrative Agent, at the Borrower’s expense, shall deliver documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to withholding, backup withholding or information reporting requirements (unless the relevant Lender determines that it is not legally entitled to provide such forms, certificates, documents or other evidence or that providing such forms, certificates, documents or other evidence would prejudice or disadvantage such Lender in any significant respect). Notwithstanding the foregoing, (1) each Lender with Tranche B Term Loan Exposure, US Revolving Loan Commitments or Multicurrency Revolving Loan Commitments that is organized under the laws of any jurisdiction other than the United States of America or any state or other political subdivision thereof that is exempt from United States federal withholding tax, or that is subject to such tax at a reduced rate under an applicable treaty, with respect to payments under the Loan Documents shall deliver to the Administrative Agent for transmission to the BorrowerXxxxx-Xxxxxxxx, on or prior to before the Effective Closing Date (in the case of each Indemnified Tax Person listed a Lender party hereto on the signature pages hereof) such date, or on the effective date of the Assignment and Acceptance Agreement or other document pursuant to which it becomes an Indemnified Tax Person a Lender (in the case of each other Indemnified Tax PersonLender), and at such other times as may be necessary in the Borrower determination of Borrowers’ Agent or Administrative Agent (each in the Agent may reasonably request reasonable exercise of its discretion), such certificates, documents or other evidence, properly and accurately completed and duly executed by such Lender (including, without limitation, Internal Revenue Service Form 4224 W-8BEN or Form 1001 W-8ECI or any other certificate or document statement of exemption required under by Treasury Regulations Section 1.1441-4(a) or Section 1.1441-6(c) or any successor thereto) to establish that such Lender is not subject to or is subject to a reduced rate of deduction or withholding of United States law federal income tax under Section 1441 or 1442 of the Internal Revenue Code or otherwise (or under any comparable provisions of any successor statute) with respect to establish entitlement any payments to such exemption Lender of principal, interest, fees or reduced rate. No Credit Party shall be required to pay other amounts payable under any additional amount to any such Indemnified Tax Person under subsection (b) above if such Indemnified Tax Person shall have failed to satisfy the requirements of the immediately preceding sentence; provided that if Loan Documents and shall deliver to the appropriate Person upon request such Indemnified Tax Person shall have satisfied such requirements on the Effective Date (in the case of each Indemnified Tax Person listed on the signature pages hereof) or on the effective date of the Assignment and Acceptance Agreement or other document pursuant to which it became an Indemnified Tax Person (in the case of each other Indemnified Tax Person), nothing in this subsection shall relieve any Credit Party of its obligation to pay any additional amounts pursuant to subsection (b) in the event that, as a result of any change in applicable law or treaty, such Indemnified Tax Person is no longer properly entitled to deliver certificates, documents or other evidence at a subsequent date establishing as may be required from time to time, properly completed and duly executed by such Lender, to establish the fact that such Indemnified Tax Person is no longer entitled basis for any applicable exemption from or reduction of United States federal income tax under Section 1441 or 1442 of the Internal Revenue Code or otherwise (or under any comparable provisions of any successor statute) with respect to any payments to such exemption Lender of principal, interest, fees, commissions or any other amount payable under any of the Loan Documents by Xxxxx-Xxxxxxxx, (2) each Lender with Tranche C Term Loan Exposure or Canadian Revolving Loan Commitments shall deliver to the appropriate Person such application forms, certificates, documents or other evidence as may be reasonably requested from time to time by O-I Canada, properly completed and duly executed by such Lender, to enable O-I Canada, to the extent permitted by applicable law, to be able to pay interest on the Tranche C Term Loans or Canadian Revolving Loan Commitments of such Lender without withholding or deduction, or at reduced raterates of withholding or deduction, for or on account of any Canadian income tax, (3) each Lender with Tranche D Term Loan Exposure or Dutch Revolving Loan Commitments shall deliver to the appropriate Person such application forms, certificates, documents or other evidence as may be reasonably requested from time to time by OIEG, properly completed and duly executed by such Lender, to enable OIEG, to the extent permitted by applicable law, to be able to pay interest on the Tranche D Term Loans or Dutch Revolving Loan Commitments of such Lender without withholding or deduction, or at reduced rates of withholding or deduction, for or on account of any Dutch income tax and (4) each Lender with Swiss Revolving Loan Commitments shall deliver to the appropriate Person such application forms, certificates, documents or other evidence as may be reasonably requested from time to time by OI Europe, properly completed and duly executed by such Lender, to enable OI Europe, to the extent permitted by applicable law, to be able to pay interest on the Swiss Revolving Loan Commitments of such Lender without withholding or deduction, or at reduced rates of withholding or deduction, for or on account of any Swiss income tax. Each Agent, Lender and Arranger will cooperate with ACI, and will do or provide such other things as may be reasonably requested from time to time by ACI, to demonstrate that the requirements of section 128F of the Income Tax Assessment Act of 1936 (Commonwealth of Australia) were satisfied in relation to the issues of Tranche A Term Loans, Tranche A Term Loan Notes, Australian Revolving Loans and Australian Revolving Loan Notes under this Agreement, so that payment of interest under each of the above-mentioned Loans will be exempt from withholding tax under the Income Tax Assessment Act of 1936 (Commonwealth of Australia). Non-compliance by either Arranger with this paragraph shall not relieve ACI of its obligations under subsections 2.7C(i), 2.7C(ii) or 2.7C(ii).

Tax Certificates. Each Indemnified Tax Person Lender that becomes a Lender pursuant to the proviso in the definition of Lender shall deliver to each of Company and Agent either (1) a letter or other written certification stating that it is organized under the laws of any jurisdiction other than the United States of America or any political subdivision a state thereof that (referred to in this subsection 2.8 as a "LETTER OF DOMESTIC ORGANIZATION") or (2) if it is exempt from not a "United States federal withholding tax, or that is subject to such tax at a reduced rate under an applicable treaty, with respect to payments under person" within the Loan Documents shall deliver to the Agent for transmission to the Borrower, on or prior to the Effective Date (in the case meaning of each Indemnified Tax Person listed on the signature pages hereofSection 7701(a)(30) or on the effective date of the Assignment and Acceptance Agreement or other document pursuant to which it becomes an Indemnified Tax Person (in the case of each other Indemnified Tax Person), and at such other times as the Borrower or the Agent may reasonably request Internal Revenue Code of 1986, as amended (referred to in this subsection 2.8 as a "FOREIGN LENDER") (x) two properly completed and executed copies of United States Internal Revenue Service Form 4224 or Form 1001 or other successor applicable form, certificate or document required under prescribed by the Internal Revenue Service of the United States law certifying as to establish such Foreign Lender's entitlement to an exemption from or reduced rate of United States withholding under an applicable statute or tax treaty with respect to payments to be made to such Foreign Lender hereunder (referred to in this subsection 2.8 as a "CERTIFICATE OF EXEMPTION") or (y) a letter from such Foreign Lender stating that it is not entitled to any such exemption or reduced rate. No Credit Party shall be required rate (referred to pay any additional amount to any such Indemnified Tax Person under subsection (b) above if such Indemnified Tax Person shall have failed to satisfy the requirements of the immediately preceding sentence; provided that if such Indemnified Tax Person shall have satisfied such requirements on the Effective Date (in the case of each Indemnified Tax Person listed on the signature pages hereof) or on the effective date of the Assignment and Acceptance Agreement or other document pursuant to which it became an Indemnified Tax Person (in the case of each other Indemnified Tax Person), nothing in this subsection 2.8 as a "LETTER OF NON-EXEMPTION") on the date such Lender becomes a Lender and each Lender shall relieve any Credit Party provide additional Letters of its obligation Domestic Organization, Certificates of Exemption or Letters of Non-Exemption from time to pay any additional amounts pursuant to subsection (b) in the event thattime thereafter if requested by Company or Agent or required because, as a result of any a change in applicable law law, or treatya change in circumstances, the expiration of a previously delivered letter or certificate, or otherwise, a previously delivered letter or certificate becomes incomplete, incorrect or ineffective in any material respect; PROVIDED, HOWEVER, that each initial Lender executing this Agreement certifies that it (1) is organized under the laws of the United States of America or a state thereof and such Indemnified Tax Person is no longer properly certification constitutes such Lender's Letter of Domestic Organization for purposes of this subsection 2.8 or (2) has delivered a Certificate of Exemption in connection with the Original Credit Agreement. Unless Company and Agent have received from each Lender that becomes a Lender pursuant to the proviso in the definition of Lender a Certificate of Exemption or Letter of Domestic Organization when and as required pursuant to the preceding sentence, the accuracy of which shall be reasonably satisfactory to Company and Agent, Company and Agent shall be entitled to deliver certificates, documents or other evidence at a subsequent date establishing the fact that such Indemnified Tax Person is no longer entitled withhold taxes from all payments to such exemption Lender at the statutory rate applicable to amounts to be paid hereunder to such Lender. If Company and Agent have received from any Foreign Lender a Certificate of Exemption pursuant to the Original Credit Agreement or when and as required by this subsection 2.8, the accuracy of which shall be reasonably satisfactory to Company and Agent, certifying as to such Foreign Lender's entitlement to a reduced raterate of withholding tax, Company and Agent shall withhold taxes from all payments to such Foreign Lender at the rate specified in such certificate. For the avoidance of doubt, any reference to any Lender in this subsection 2.8 shall be deemed to refer to and include any Issuing Lender.

Tax Certificates. Each Indemnified Tax Person Lender that becomes a Lender pursuant to the proviso in the definition of Lender shall deliver to each of Company and Agent either (1) a letter or other written certification stating that it is organized under the laws of any jurisdiction other than the United States of America or any political subdivision a state thereof that (referred to in this subsection 2.9 as a "LETTER OF DOMESTIC ORGANIZATION") or (2) if it is exempt from not a "United States federal withholding tax, or that is subject to such tax at a reduced rate under an applicable treaty, with respect to payments under person" within the Loan Documents shall deliver to the Agent for transmission to the Borrower, on or prior to the Effective Date (in the case meaning of each Indemnified Tax Person listed on the signature pages hereofSection 7701(a)(30) or on the effective date of the Assignment and Acceptance Agreement or other document pursuant to which it becomes an Indemnified Tax Person (in the case of each other Indemnified Tax Person), and at such other times as the Borrower or the Agent may reasonably request Internal Revenue Code of 1986, as amended (referred to in this subsection 2.9 and subsection 2.6H as a "FOREIGN LENDER") (x) two properly completed and executed copies of United States Internal Revenue Service Form 4224 or Form 1001 or other successor applicable form, certificate or document required under prescribed by the Internal Revenue Service of the United States law certifying as to establish such Foreign Lender's entitlement to an exemption from or reduced rate of United States withholding under an applicable statute or tax treaty with respect to payments to be made to such Foreign Lender hereunder (referred to in this subsection 2.9 as a "CERTIFICATE OF EXEMPTION") or (y) a letter from such Foreign Lender stating that it is not entitled to any such exemption or reduced rate. No Credit Party shall be required rate (referred to pay any additional amount to any such Indemnified Tax Person under subsection (b) above if such Indemnified Tax Person shall have failed to satisfy the requirements of the immediately preceding sentence; provided that if such Indemnified Tax Person shall have satisfied such requirements on the Effective Date (in the case of each Indemnified Tax Person listed on the signature pages hereof) or on the effective date of the Assignment and Acceptance Agreement or other document pursuant to which it became an Indemnified Tax Person (in the case of each other Indemnified Tax Person), nothing in this subsection 2.9 as a "LETTER OF NON-EXEMPTION") on the date such Lender becomes a Lender and each Lender shall relieve any Credit Party provide additional Letters of its obligation Domestic Organization, Certificates of Exemption or Letters of Non-Exemption from time to pay any additional amounts pursuant to subsection (b) in the event thattime thereafter if requested by Company or Agent or required because, as a result of any a change in applicable law law, or treatya change in circumstances, the expiration of a previously delivered letter or certificate, or otherwise, a previously delivered letter or certificate becomes incomplete, incorrect or ineffective in any material respect; PROVIDED, HOWEVER, that each initial Lender executing this Agreement certifies that it (1) is organized under the laws of the United States of America or a state thereof and such Indemnified Tax Person is no longer properly certification constitutes such Lender's Letter of Domestic Organization for purposes of this subsection 2.9 or (2) has delivered a Certificate of Exemption in connection with the Original Credit Agreement. Unless Company and Agent have received from each Lender that becomes a Lender pursuant to the proviso in the definition of Lender a Certificate of Exemption or Letter of Domestic Organization when and as required pursuant to the preceding sentence, the accuracy of which shall be reasonably satisfactory to Company and Agent, Company and Agent shall be entitled to deliver certificates, documents or other evidence at a subsequent date establishing the fact that such Indemnified Tax Person is no longer entitled withhold taxes from all payments to such exemption Lender at the statutory rate applicable to amounts to be paid hereunder to such Lender. If Company and Agent have received from any Foreign Lender a Certificate of Exemption pursuant to the Original Credit Agreement or when and as required by this subsection 2.9, the accuracy of which shall be reasonably satisfactory to Company and Agent, certifying as to such Foreign Lender's entitlement to a reduced raterate of withholding tax, Company and Agent shall withhold taxes from all payments to such Foreign Lender at the rate specified in such certificate. For the avoidance of doubt, any reference to any Lender in this subsection 2.9 shall be deemed to refer to and include any Issuing Lender.

Tax Certificates. Each Indemnified Tax Person that is organized under Foreign Lender listed on the laws of any jurisdiction other than the United States or any political subdivision thereof that is exempt from United States federal withholding tax, or that is subject to such tax at a reduced rate under an applicable treaty, with respect to payments under the Loan Documents signature pages hereof shall deliver to the Agent for transmission Borrower (with a copy to the BorrowerAdministrative Agent), on or prior to the Effective Date (in the case of each Indemnified Tax Person Foreign Lender listed on the signature pages hereof) or on the effective date of the Assignment and Acceptance Agreement or other document Assumption pursuant to which it becomes an Indemnified Tax Person a Lender (in the case of each other Indemnified Tax PersonForeign Lender), and at such other times as may be necessary in the determination of the Borrower or the Administrative Agent may reasonably request (each in the reasonable exercise of its discretion), including upon the occurrence of any event requiring a change in the most recent counterpart of any form set forth below previously delivered by such Foreign Lender to the Borrower, such certificates, documents or other evidence, properly completed and duly executed by such Foreign Lender including (i) two accurate and complete original signed copies of Internal Revenue Service Form 4224 W8‑BEN or Form 1001 W8‑ECI, or successor applicable form and (ii) an Internal Revenue Service Form W‑8 or W‑9 (or any other certificate or document statement of exemption required under by Treasury Regulations Section 1.1441 4(a) or Section 1.1441 6(c) or any successor thereto) to establish that such Foreign Lender is not subject to deduction or withholding of United States law federal income tax under Section 1441 or 1442 of the Code or otherwise (or under any comparable provisions of any successor statute) with respect to establish entitlement any payments to such exemption Foreign Lender of principal, interest, fees or reduced rateother amounts payable under any of the Loan Documents. No Credit Party The Borrower shall not be required to pay any additional amount to any such Indemnified Tax Person Foreign Lender under subsection (bSection 3.7(b)(iii) above if such Indemnified Tax Person Foreign Lender shall have failed to satisfy the requirements of the immediately preceding sentence; provided that if such Indemnified Tax Person Foreign Lender shall have satisfied such requirements on the Effective Date (in the case of each Indemnified Tax Person Foreign Lender listed on the signature pages hereof) or on the effective date of the Assignment and Acceptance Agreement or other document Assumption pursuant to which it became an Indemnified Tax Person becomes a Lender (in the case of each other Indemnified Tax PersonForeign Lender), nothing in this subsection Section shall relieve any Credit Party the Borrower of its obligation to pay any additional amounts pursuant to subsection (bSection 3.7(b)(iii) in the event that, as a result of any change in applicable law or treatylaw, such Indemnified Tax Person Foreign Lender is no longer properly entitled to deliver certificates, documents or other evidence at a subsequent date establishing the fact that such Indemnified Tax Person Foreign Lender is no longer entitled not subject to such exemption or reduced ratewithholding as described in the immediately preceding sentence.