Prescribed Forms. (i) Each Tax Indemnified Party, on or prior to the date on which such Person becomes a Tax Indemnified Party hereunder (and from time to time thereafter upon the request of a Borrower or the Administrative Agent, but only to the extent that such Person is legally entitled to do so), shall deliver to the Borrowers and the Administrative Agent two duly completed copies of (A) a properly completed and valid Internal Revenue Service Form W-9 or applicable successor form, (B) a properly completed and valid Internal Revenue Service Form W-8BEN or W-8BEN-E, or applicable successor form, (I) claiming eligibility of such Tax Indemnified Party for a complete exemption from U.S. federal withholding Tax pursuant to the benefits of an income tax treaty to which the United States is a party, or (II) accompanied by a certificate for the “portfolio interest” rule of Section 881(c) of the Internal Revenue Code, in a form reasonably satisfactory to the Borrowers and the Administrative Agent, stating that such Tax Indemnified Party is not (x) a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (y) a “10 percent shareholder” of a Borrower within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code or (z) a controlled foreign corporation receiving interest from a related person within the meaning of Section 881(c)(3)(C) of the Internal Revenue Code, (C) a properly completed and valid Internal Revenue Service Form W-8ECI, or an applicable successor form, (D) to the extent such Tax Indemnified Party is not the beneficial owner, a properly completed and valid Internal Revenue Service Form W-8IMY, or any applicable successor form, together with all required attachments, evidencing a complete exemption from U.S. federal withholding Tax, or (E) such other documentary evidence satisfactory to the Borrowers and the Administrative Agent establishing that such Tax Indemnified Party is entitled to a complete exemption from U.S. federal withholding Tax. (ii) Any Tax Indemnified Party that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the applicable Borrower and the Administrative Agent, at the time or times reasonably requested by such Borrower or the Administrative Agent, such properly completed and duly executed documentation reasonably requested by such Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Tax Indemnified Party, if reasonably requested by any Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by such Borrower or the Administrative Agent as will enable such Borrower or the Administrative Agent to determine whether or not such Tax Indemnified Party is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in clause (e)(i) above or clause (e)(iii) below) shall not be required if in such Tax Indemnified Party’s reasonable judgment such completion, execution or submission would subject such Tax Indemnified Party to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Tax Indemnified Party. (iii) If a payment made to a Tax Indemnified Party under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Tax Indemnified Party fails to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), (A) such Tax Indemnified Party shall deliver to the Borrowers and the Administrative Agent a certification signed by the chief financial officer, principal accounting officer, treasurer or controller, and (B) such Tax Indemnified Party shall deliver to the Borrowers and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrowers or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such other documentation reasonably requested by the Borrowers and the Administrative Agent sufficient for the Borrowers and the Administrative Agent to comply with their obligations thereunder and to determine that such Tax Indemnified Party has complied with such applicable reporting requirements or to determine the amount to deduct and withhold from such payment. Solely for purposes of this subparagraph (iii), “FATCA” shall include any amendments made to FATCA after the date of this Credit Agreement. If such Person fails to deliver the above forms, or other documentation, that otherwise would have entitled such Person to a complete exemption from U.S. federal withholding tax on payments of interest, then the Borrowers and the Administrative Agent may withhold from any interest payment to such Person an amount equivalent to the applicable withholding tax imposed by the Internal Revenue Code, without reduction. Each Tax Indemnified Party agrees that if any form or certification it previously delivered expires or become obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrowers and the Administrative Agent in writing of its legal inability to do so.
Appears in 1 contract
Sources: Revolving Credit Agreement (Blackstone / GSO Secured Lending Fund)
Prescribed Forms. (i) Each Tax Indemnified Party, on or prior to the date on which such Person becomes a Tax Indemnified Party hereunder (and from time to time thereafter upon the request of a Borrower or the Administrative Agent, but only to the extent that such Person is legally entitled to do so), shall deliver to the Borrowers and the Administrative Agent two duly completed copies of (A) a properly completed and valid Internal Revenue Service Form W-9 or applicable successor form, (B) a properly completed and valid Internal Revenue Service Form W-8BEN or W-8BEN-E, or applicable successor form, (I) claiming eligibility of such Tax Indemnified Party for a complete exemption from U.S. federal withholding Tax pursuant to the benefits of an income tax treaty to which the United States is a party, or (II) accompanied by a certificate for the “portfolio interest” rule of Section 881(c) of the Internal Revenue Code, in a form reasonably satisfactory to the Borrowers and the Administrative Agent, stating that such Tax Indemnified Party is not (x) a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (y) a “10 percent shareholder” of a Borrower within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code or (z) a controlled foreign corporation receiving interest from a related person within the meaning of Section 881(c)(3)(C) of the Internal Revenue Code, (C) a properly completed and valid Internal Revenue Service Form W-8ECI, or an applicable successor form, (D) to the extent such Tax Indemnified Party is not the beneficial owner, a properly completed and valid Internal Revenue Service Form W-8IMY, or any applicable successor form, together with all required attachments, evidencing a complete exemption from U.S. federal withholding Tax, or (E) such other documentary evidence satisfactory to the Borrowers and the Administrative Agent establishing that such Tax Indemnified Party is entitled to a complete exemption from U.S. federal withholding Tax.
(ii) Any Tax Indemnified Party that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the applicable Borrower and the Administrative Agent, at the time or times reasonably requested by such Borrower or the Administrative Agent, such properly completed and duly executed documentation reasonably requested by such Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Tax Indemnified Party, if reasonably requested by any Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by such Borrower or the Administrative Agent as will enable such Borrower or the Administrative Agent to determine whether or not such Tax Indemnified Party is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in clause (e)(i) above or clause (e)(iii) below) shall not be required if in such Tax Indemnified Party’s reasonable judgment such completion, execution or submission would subject such Tax Indemnified Party to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Tax Indemnified Party.
(iii) If a payment made to a Tax Indemnified Party under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Tax Indemnified Party fails to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), (A) such Tax Indemnified Party shall deliver to the Borrowers and the Administrative Agent a certification signed by the chief financial officer, principal accounting officer, treasurer or controller, and (B) such Tax Indemnified Party shall deliver to the Borrowers and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrowers or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such other documentation reasonably requested by the Borrowers and the Administrative Agent sufficient for the Borrowers and the Administrative Agent to comply with their obligations thereunder and to determine that such Tax Indemnified Party has complied with such applicable reporting requirements or to determine the amount to deduct and withhold from such payment. Solely for purposes of this subparagraph (iii), “FATCA” shall include any amendments made to FATCA after the date of this Credit Agreement. If such Person fails to deliver the above forms, or other documentation, that otherwise would have entitled such Person to a complete exemption from U.S. federal withholding tax on payments of interest, then the Borrowers and the Administrative Agent may withhold from any interest payment to such Person an amount equivalent to the applicable withholding tax imposed by the Internal Revenue Code, without reduction. Each Tax Indemnified Party agrees that if any form or certification it previously delivered expires or become obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrowers and the Administrative Agent in writing of its legal inability to do so.sufficient
Appears in 1 contract
Sources: Revolving Credit Agreement (Blackstone / GSO Secured Lending Fund)