Common use of Withholding Forms Clause in Contracts

Withholding Forms. Each Bank that is not incorporated or organized under the laws of the United States of America or a state thereof or the District of Columbia (a "Non-U.S. Bank") agrees that it will deliver to each of the Borrower and the Agents, within ten (10) days after the Closing Date, or, in the case of any Non-U.S. Bank that becomes a Bank pursuant to an Assignment and Acceptance, on the date of such Assignment and Acceptance, two duly completed copies of United States Internal Revenue Service Form 1001 or 4224 (or a successor form) certifying that such Non-U.S. Bank is entitled to receive all payments under this Credit Agreement and the Notes without deduction or withholding of any United States federal income taxes. Each Non-U.S. Bank that so delivers a Form 1001 or 4224 further undertakes to deliver to each of the Borrower and the Agents two additional copies of such form (or a successor form) on or before the date that such form expires or becomes obsolete or promptly after the occurrence of any event requiring a change in the most recent form so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower or the Agents, in each case certifying that such Non-U.S. Bank is entitled to receive payments under this Credit Agreement and the Notes without deduction or withholding of any United States federal income taxes, unless an event (including any change in treaty, law, or regulation) has occurred prior to the date on which any such delivery would otherwise be required that renders all such forms inapplicable or that would prevent such Non-U.S. Bank from duly completing and delivering any such form with respect to it and such Non-U.S. Bank advises the Borrower and the Agents that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

Withholding Forms. Each Bank that is not incorporated or organized under the laws of the United States of America or a state thereof or the District of Columbia (a "Non-U.S. BankLender") agrees that it will deliver to each of the Borrower and the AgentsAdministrative Agent, within ten (10) days after on or prior to the Initial Closing Date, Date or, in the case of any Non-U.S. Bank Lender that becomes a Bank pursuant to an Assignment and Acceptance, on the date of such Assignment and Acceptance, two (2) duly completed copies of United States Internal Revenue Service Form 1001 or 4224 W-8 BEN (or other appropriate or successor forms) claiming complete exemption from withholding under a treaty, or Form 4224 or W-8 ECI (or other appropriate or successor form) forms), in each case certifying that such Non-U.S. Bank Lender is entitled to receive all payments under this Credit Agreement and the Notes without deduction or withholding of any United States federal income taxes. Each Bank that is not a Non-U.S. Lender agrees that, at the request of the Borrower or the Administrative Agent, such Bank will deliver to the Borrower and the Administrative Agent two (2) duly completed copies of United States Internal Revenue Service Form W-9 or successor applicable form (if required by law), as the case may be, to establish its complete exemption from United States backup withholding tax. Each Bank that so delivers a Form 1001 1001, W-8 BEN, 4224, W-8 ECI, W-9 or 4224 other appropriate forms, further undertakes to deliver to each of the Borrower and the Agents Administrative Agent two (2) additional copies of such form (or a successor form) on or before the date that such form expires or becomes obsolete or promptly after the occurrence of any event requiring a change in the most recent form so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower or the AgentsAdministrative Agent, in each case certifying that such Non-U.S. Bank is entitled to receive payments under this Credit Agreement and the Notes without 67 -58- deduction or withholding of any United States federal income taxes, unless an event (including any change in treaty, law, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required that renders all such forms inapplicable or that would prevent such Non-U.S. Bank from duly completing and delivering any such form with respect to it and such Non-U.S. Bank advises the Borrower and the Agents Administrative Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax. In the event that any Guarantor is required to make a payment pursuant hereto, such Person shall have the same rights as the Borrower (as described above) to obtain such forms certifying that each Bank is entitled to receive payments from such Person without deducting or withholding for taxes.

Withholding Forms. Each Bank that is not incorporated or organized under the laws of the United States of America or a state thereof or the District of Columbia (a "Non-U.S. Bank") agrees that it will deliver to each of the Borrower and the AgentsAgent, within ten (10) days after on or before the Closing Date, or, in the case of any Non-U.S. Bank that becomes a Bank pursuant to an Assignment and Acceptance, on or before the date of such Assignment and Acceptance, two duly completed copies of United States Internal Revenue Service Form 1001 or 4224 (or a successor form) and an Internal Revenue Service Form W-8 or W-9 (or a successor form) certifying that such Non-U.S. Bank is entitled to receive all payments under this Credit Agreement and the Notes without deduction or withholding of any United States federal income taxes. Each Non-U.S. Bank that so delivers a Form 1001 or 4224 and Form W-8 or W-9 further undertakes to deliver to each of the Borrower and the Agents Agent two (2) additional copies of such form (or a successor form) on or before the date that such form expires or becomes obsolete or promptly after the occurrence of any event requiring a change in the most recent form so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower or the AgentsAgent, in each case certifying that such Non-U.S. Bank is entitled to receive payments under this Credit Agreement and the Notes without deduction or withholding of any United States federal income taxes, unless an event (including any change in treaty, law, or regulation) has occurred prior to the date on which any such delivery would otherwise be required that renders all such forms inapplicable or that would prevent such Non-U.S. Bank from duly completing and delivering any such form with respect to it and such Non-U.S. Bank advises the Borrower and the Agents Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

Withholding Forms. Each Bank that is not incorporated or organized under the laws of the United States of America or a state thereof or the District of Columbia (a "Non-U.S. Bank") agrees that it will deliver to each of the Borrower and the Agents, within ten (10) days after the Closing Date, or, in the case of any Non-U.S. Bank that becomes a Bank pursuant to an Assignment and Acceptance, on the date of such Assignment and Acceptance, two duly completed copies of United States Internal Revenue Service Form 1001 or 4224 (or a successor form) certifying that such Non-U.S. Bank is entitled to receive all payments under this Credit Agreement and the Notes without deduction or withholding of any United States federal income taxes. Each Non-U.S. Bank that so delivers a Form 1001 or 4224 further undertakes to deliver to each of the Borrower and the Agents two additional copies of such form (or a successor form) on or before the date that -62- such form expires or becomes obsolete or promptly after the occurrence of any event requiring a change in the most recent form so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower or the Agents, in each case certifying that such Non-U.S. Bank is entitled to receive payments under this Credit Agreement and the Notes without deduction or withholding of any United States federal income taxes, unless an event (including any change in treaty, law, or regulation) has occurred prior to the date on which any such delivery would otherwise be required that renders all such forms inapplicable or that would prevent such Non-U.S. Bank from duly completing and delivering any such form with respect to it and such Non-U.S. Bank advises the Borrower and the Agents that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.