Common use of Status of Lender Clause in Contracts

Status of Lender. Each Lender shall, at such times as are reasonably requested by the Borrower Representative or the Administrative Agent, provide the Borrowers and the Administrative Agent with any documentation prescribed by Laws or reasonably requested by the Borrower Representative or the Administrative Agent certifying as to any entitlement of such Lender to an exemption from, or reduction in, withholding Tax with respect to any payments to be made to such Lender under any Loan Document. Each such Lender shall, whenever a lapse in time or change in circumstances renders such documentation (including any specific documentation required below in this Section 3.01(c)) obsolete, expired or inaccurate in any material respect, deliver promptly to the Borrower Representative and the Administrative Agent updated or other appropriate documentation (including any new documentation reasonably requested by the Borrower Representative or the Administrative Agent) or promptly notify the Borrower Representative and Administrative Agent of its inability to do so. Without limiting the foregoing (i) each Lender shall deliver to the Borrower Representative and the Administrative Agent on or before the date on which it becomes a party to this Agreement (and from time to time thereafter upon the request of the Borrower Representative or the Administrative Agent) the relevant United States Federal Withholding Tax Certification; provided, that, solely with respect to any Lender that becomes a party to this Agreement on or before the date that is twenty-four (24) months after the Delayed Draw Funding Date (including on the Closing Date), such Lender shall provide a United States Federal Withholding Tax Certification that is valid as of the date on which such Lender becomes a party to this Agreement, at least 3 Business Days prior to such date; (ii) if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA (deeming for this purpose the U.S. Borrower to be a U.S. corporation for U.S. federal income tax purposes) if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Sections 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower Representative and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower Representative or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower Representative or the Administrative Agent as may be necessary for the Borrowers and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment; and (iii) each party to this Agreement shall deliver, at the reasonable request of another party, such forms, documentation and other information relating to its status under FATCA as that other party reasonably requests for the purposes of that other party’s compliance with FATCA (or the compliance by Holdings or DTZ Worldwide with FATCA) (provided that no party shall be required to deliver any forms, documentation or other information pursuant to this clause (iii) which would or might in its reasonable opinion constitute a breach of (x) any law or regulation, (y) any fiduciary duty, or (z) any duty of confidentiality). Solely for purposes of this paragraph, the term “FATCA” shall include any amendments made to FATCA after the date of this Agreement. Notwithstanding any other provision of this clause (c), a Lender shall not be required to deliver any form that such Lender is not legally eligible to deliver.

Appears in 2 contracts

Samples: Syndicated Facility Agreement (DTZ Jersey Holdings LTD), Syndicated Facility Agreement (DTZ Jersey Holdings LTD)

AutoNDA by SimpleDocs

Status of Lender. Each The Administrative Agent and each Lender shall, at such times as are reasonably requested by the Borrower Representative or the Administrative Agent, provide the Borrowers Borrower and the Administrative Agent with any documentation prescribed by Laws or reasonably requested by the Borrower Representative or the Administrative Agent certifying as to any entitlement of such Lender to an exemption from, or reduction in, withholding Tax with respect to any payments to be made to such Lender under any Loan Document. Each such Lender shall, whenever a lapse in time or change in circumstances renders such documentation (including any specific documentation required below in this Section 3.01(c3.01(3)) obsolete, expired or inaccurate in any material respect, deliver promptly to the Borrower Representative and the Administrative Agent updated or other appropriate documentation (including any new documentation reasonably requested by the Borrower Representative or the Administrative Agent) or promptly notify the Borrower Representative and Administrative Agent of its inability to do so. Without limiting the foregoing foregoing: (ia) each Each U.S. Lender shall deliver to the Borrower Representative and the Administrative Agent on or before the date on which it such Lender becomes a party to this Agreement two properly completed and duly signed copies of Internal Revenue Service Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding. (b) Each Foreign Lender shall deliver to the Borrower and the Administrative Agent on or before the date on which such Lender becomes a party to this Agreement (and from time to time thereafter upon the request of the Borrower Representative or the Administrative Agent) whichever of the relevant following is applicable: (i) two properly completed and duly signed copies of Internal Revenue Service Form W-8BEN or W-8BEN-E, as applicable (or any successor forms) claiming eligibility for the benefits of an income tax treaty to which the United States Federal Withholding Tax Certification; providedis a party, thatand such other documentation as required under the Code, solely with respect to any Lender that becomes a party to this Agreement on or before the date that is twenty-four (24) months after the Delayed Draw Funding Date (including on the Closing Date), such Lender shall provide a United States Federal Withholding Tax Certification that is valid as of the date on which such Lender becomes a party to this Agreement, at least 3 Business Days prior to such date; (ii) if two properly completed and duly signed copies of Internal Revenue Service Form W-8ECI (or any successor forms), (iii) in the case of a payment made to a Foreign Lender claiming the benefits of the exemption for portfolio interest under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA (deeming for this purpose the U.S. Borrower to be a U.S. corporation for U.S. federal income tax purposes) if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Sections 1471(bSection 871(h) or 1472(bSection 881(c) of the Code, (A) two properly completed and duly signed certificates substantially in the form of Exhibit H (any such certificate, a “United States Tax Compliance Certificate”) and (B) two properly completed and duly signed copies of Internal Revenue Service Form W-8BEN or W-8BEN-E, as applicableapplicable (or any successor forms), such Lender shall deliver (iv) to the Borrower Representative and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower Representative or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower Representative or the Administrative Agent as may be necessary for the Borrowers and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment; and (iii) each party to this Agreement shall deliver, at the reasonable request of another party, such forms, documentation and other information relating to its status under FATCA as that other party reasonably requests for the purposes of that other party’s compliance with FATCA (or the compliance by Holdings or DTZ Worldwide with FATCA) (provided that no party shall be required to deliver any forms, documentation or other information pursuant to this clause (iii) which would or might in its reasonable opinion constitute extent a breach of (x) any law or regulation, (y) any fiduciary duty, or (z) any duty of confidentiality). Solely for purposes of this paragraph, the term “FATCA” shall include any amendments made to FATCA after the date of this Agreement. Notwithstanding any other provision of this clause (c), a Lender shall not be required to deliver any form that such Foreign Lender is not legally eligible to deliver.the beneficial owner (for example, where the Foreign Lender is a partnership or a participating Lender), 160 US-DOCS\123992845.16 042525-0274

Appears in 1 contract

Samples: Credit Agreement (Torrid Holdings Inc.)

Status of Lender. Each Lender shall, at such times as are reasonably requested by the Borrower Representative or the Administrative Agent, provide the Borrowers Borrower and the Administrative Agent with any such properly completed and executed documentation prescribed as is pre-scribed by Laws or reasonably requested by the Borrower Representative or the Administrative Agent certifying as to any entitlement entitle-ment of such Lender to an exemption from, or reduction in, withholding Tax with respect to any payments to be made to such Lender under any Loan Document, in each case as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other 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 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 paragraphs (4)(a), (b)(i) through (iv) and (c) of this Section) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. Each such Lender shall, whenever a lapse in time or change in circumstances renders any such documentation (including any specific documentation required below in this Section 3.01(c3.01(4)) it previously delivered becomes obsolete, expired or inaccurate in any material respect, deliver promptly to the Borrower Representative and the Administrative Agent updated or other appropriate documentation (including any new documentation reasonably requested by the Borrower Representative or the Administrative Agent) or promptly notify the Borrower Representative and Administrative Agent in writing of its inability legal ineligibility to do so. Without limiting the foregoing (i) each Lender shall deliver to the Borrower Representative and the Administrative Agent on or before the date on which it becomes a party to this Agreement (and from time to time thereafter upon the request of the Borrower Representative or the Administrative Agent) the relevant United States Federal Withholding Tax Certification; provided, that, solely with respect to any Lender that becomes a party to this Agreement on or before the date that is twenty-four (24) months after the Delayed Draw Funding Date (including on the Closing Date), such Lender shall provide a United States Federal Withholding Tax Certification that is valid as of the date on which such Lender becomes a party to this Agreement, at least 3 Business Days prior to such date; (ii) if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA (deeming for this purpose the U.S. Borrower to be a U.S. corporation for U.S. federal income tax purposes) if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Sections 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower Representative and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower Representative or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower Representative or the Administrative Agent as may be necessary for the Borrowers and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment; and (iii) each party to this Agreement shall deliver, at the reasonable request of another party, such forms, documentation and other information relating to its status under FATCA as that other party reasonably requests for the purposes of that other party’s compliance with FATCA (or the compliance by Holdings or DTZ Worldwide with FATCA) (provided that no party shall be required to deliver any forms, documentation or other information pursuant to this clause (iii) which would or might in its reasonable opinion constitute a breach of (x) any law or regulation, (y) any fiduciary duty, or (z) any duty of confidentiality). Solely for purposes of this paragraph, the term “FATCA” shall include any amendments made to FATCA after the date of this Agreement. Notwithstanding any other provision of this clause (c), a Lender shall not be required to deliver any form that such Lender is not legally eligible to deliver.foregoing:

Appears in 1 contract

Samples: Abl Credit Agreement (United States Steel Corp)

Status of Lender. Each Lender shall, at such times as are reasonably requested by the Borrower Representative or the Administrative Agent, provide the Borrowers Borrower and the Administrative Agent with any such properly completed and executed documentation as is prescribed by Laws or reasonably requested by the Borrower Representative or the Administrative Agent certifying as to any entitlement of such Lender to an exemption from, or reduction in, withholding Tax with respect to any payments to be made to such Lender under any Loan Document, in each case as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other 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 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 paragraphs (4)(a), (b)(i) through (iv) and (c) of this Section) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. Each such Lender shall, whenever a lapse in time or change in circumstances renders any such documentation (including any specific documentation required below in this Section 3.01(c3.01(4)) it previously delivered becomes obsolete, expired or inaccurate in any material respect, deliver promptly to the Borrower Representative and the Administrative Agent updated or other appropriate documentation (including any new documentation reasonably requested by the Borrower Representative or the Administrative Agent) or promptly notify the Borrower Representative and Administrative Agent in writing of its inability legal ineligibility to do so. 141 Without limiting the foregoing (i) each Lender shall deliver to the Borrower Representative and the Administrative Agent on or before the date on which it becomes a party to this Agreement (and from time to time thereafter upon the request of the Borrower Representative or the Administrative Agent) the relevant United States Federal Withholding Tax Certification; provided, that, solely with respect to any Lender that becomes a party to this Agreement on or before the date that is twenty-four (24) months after the Delayed Draw Funding Date (including on the Closing Date), such Lender shall provide a United States Federal Withholding Tax Certification that is valid as of the date on which such Lender becomes a party to this Agreement, at least 3 Business Days prior to such date; (ii) if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA (deeming for this purpose the U.S. Borrower to be a U.S. corporation for U.S. federal income tax purposes) if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Sections 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower Representative and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower Representative or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower Representative or the Administrative Agent as may be necessary for the Borrowers and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment; and (iii) each party to this Agreement shall deliver, at the reasonable request of another party, such forms, documentation and other information relating to its status under FATCA as that other party reasonably requests for the purposes of that other party’s compliance with FATCA (or the compliance by Holdings or DTZ Worldwide with FATCA) (provided that no party shall be required to deliver any forms, documentation or other information pursuant to this clause (iii) which would or might in its reasonable opinion constitute a breach of (x) any law or regulation, (y) any fiduciary duty, or (z) any duty of confidentiality). Solely for purposes of this paragraph, the term “FATCA” shall include any amendments made to FATCA after the date of this Agreement. Notwithstanding any other provision of this clause (c), a Lender shall not be required to deliver any form that such Lender is not legally eligible to deliver.foregoing:

Appears in 1 contract

Samples: Abl Credit Agreement (United States Steel Corp)

Status of Lender. Each Lender shall, at such times as are reasonably requested by the Borrower Representative or the Administrative Agent, provide the Borrowers and the Administrative Agent with any documentation prescribed by Laws or reasonably requested by the Borrower Representative or the Administrative Agent certifying as to any entitlement of such Lender to an exemption from, or reduction in, withholding Tax with respect to any payments to be made to such Lender under any Loan Document. Each such Lender shall, whenever a lapse in time or change in circumstances renders such documentation (including any specific documentation required below in this Section 3.01(c)) obsolete, expired or inaccurate in any material respect, deliver promptly to the Borrower Representative and the Administrative Agent updated or other appropriate documentation (including any new documentation reasonably requested by the Borrower Representative or the Administrative Agent) or promptly notify the Borrower Representative and Administrative Agent of its inability to do so. Without limiting the foregoing (i) each Lender shall deliver to the Borrower Representative and the Administrative Agent on or before the date on which it becomes a party to this Agreement (and from time to time thereafter thereafter, upon the request of the Borrower Representative or the Administrative Agent) ), the relevant United States Federal Withholding Tax Certification; provided, that, solely with respect to any Lender that first becomes a party to this Agreement on or before the Second Lien Amendment No. 2 Effective Date (and, for the avoidance of doubt, was not 104 a Lender to this Agreement prior to such date that is twenty-four (24) months after the Delayed Draw Funding Date (including on the Closing Date), such Lender shall provide a United States Federal Withholding Tax Certification that is valid as of the date on which such Lender becomes a party to this AgreementAgreementSecond Lien Amendment No. 2 Effective Date, at least 3 three (3) Business Days prior to such datedate that establishes that such Lender is a Qualified Lender; (ii) if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA (deeming for this purpose the U.S. Borrower to be a U.S. corporation for U.S. federal income tax purposes) if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Sections 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower Representative and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower Representative or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower Representative or the Administrative Agent as may be necessary for the Borrowers and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment; and (iii) each party to this Agreement shall deliver, at the reasonable request of another party, such forms, documentation and other information relating to its status under FATCA as that other party reasonably requests for the purposes of that other party’s compliance with FATCA (or the compliance by Holdings or DTZ Worldwide with FATCA) (provided that no party shall be required to deliver any forms, documentation or other information pursuant to this clause (iii) which would or might in its reasonable opinion constitute a breach of (x) any law or regulation, (y) any fiduciary duty, or (z) any duty of confidentiality). Solely for purposes of this paragraph, the term “FATCA” shall include any amendments made to FATCA after the date of this Agreement. Each Lender hereby authorizes the Administrative Agent to deliver to the Loan Parties and to any successor Administrative Agent any documentation provided by such Lender to the Administrative Agent pursuant to this Section 3.01(c). Notwithstanding any other provision of this clause (c), a Lender shall not be required to deliver any form that such Lender is not legally eligible to deliver.

Appears in 1 contract

Samples: Syndicated Facility Agreement

AutoNDA by SimpleDocs

Status of Lender. Each Lender shall, at such times as are reasonably requested by the Borrower Representative or the Administrative Agent, provide the Borrowers Borrower and the Administrative Agent with any such properly completed and executed documentation prescribed as is pre-scribedprescribed by Laws or reasonably requested by the Borrower Representative or the Administrative Agent certifying as to any entitlement entitle-mententitlement of such Lender to an exemption from, or reduction in, withholding Tax with respect to any payments to be made to such Lender under any Loan Document, in each case as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other 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 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 paragraphs (4)(a), (b)(i) through (iv) and (c) of this Section) shall not be 162 required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. Each such Lender shall, whenever a lapse in time or change in circumstances renders any such documentation (including any specific documentation required below in this Section 3.01(c3.01(4)) it previously delivered becomes obsolete, expired or inaccurate in any material respect, deliver promptly to the Borrower Representative and the Administrative Agent updated or other appropriate documentation (including any new documentation reasonably requested by the Borrower Representative or the Administrative Agent) or promptly notify the Borrower Representative and Administrative Agent in writing of its inability legal ineligibility to do so. Without limiting the foregoing (i) each Lender shall deliver to the Borrower Representative and the Administrative Agent on or before the date on which it becomes a party to this Agreement (and from time to time thereafter upon the request of the Borrower Representative or the Administrative Agent) the relevant United States Federal Withholding Tax Certification; provided, that, solely with respect to any Lender that becomes a party to this Agreement on or before the date that is twenty-four (24) months after the Delayed Draw Funding Date (including on the Closing Date), such Lender shall provide a United States Federal Withholding Tax Certification that is valid as of the date on which such Lender becomes a party to this Agreement, at least 3 Business Days prior to such date; (ii) if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA (deeming for this purpose the U.S. Borrower to be a U.S. corporation for U.S. federal income tax purposes) if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Sections 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower Representative and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower Representative or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower Representative or the Administrative Agent as may be necessary for the Borrowers and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment; and (iii) each party to this Agreement shall deliver, at the reasonable request of another party, such forms, documentation and other information relating to its status under FATCA as that other party reasonably requests for the purposes of that other party’s compliance with FATCA (or the compliance by Holdings or DTZ Worldwide with FATCA) (provided that no party shall be required to deliver any forms, documentation or other information pursuant to this clause (iii) which would or might in its reasonable opinion constitute a breach of (x) any law or regulation, (y) any fiduciary duty, or (z) any duty of confidentiality). Solely for purposes of this paragraph, the term “FATCA” shall include any amendments made to FATCA after the date of this Agreement. Notwithstanding any other provision of this clause (c), a Lender shall not be required to deliver any form that such Lender is not legally eligible to deliver.foregoing:

Appears in 1 contract

Samples: Abl Credit Agreement (United States Steel Corp)

Status of Lender. Each Lender shall, at such times as are reasonably requested by the Borrower Representative or the Administrative Agent, provide the Borrowers and the Administrative Agent with any documentation prescribed by Laws or reasonably requested by the Borrower Representative or the Administrative Agent certifying as to any entitlement of such Lender to an exemption from, or reduction in, withholding Tax with respect to any payments to be made to such Lender under any Loan Document. Each such Lender shall, whenever a lapse in time or change in circumstances renders such documentation (including any specific documentation required below in this Section 3.01(c)) obsolete, expired or inaccurate in any material respect, deliver promptly to the Borrower Representative and the Administrative Agent updated or other appropriate documentation (including any new documentation reasonably requested by the Borrower Representative or the Administrative Agent) or promptly notify the Borrower Representative and Administrative Agent of its inability to do so. Without limiting the foregoing (i) each Lender shall deliver to the Borrower Representative and the Administrative Agent on or before the date on which it becomes a party to this Agreement (and from time to time thereafter thereafter, upon the request of the Borrower Representative or the Administrative Agent) ), the relevant United States Federal Withholding Tax Certification; provided, that, solely with respect to any Lender that first becomes a party to this Agreement on or before the Second Lien Amendment No. 2 Effective Date (and, for the avoidance of doubt, was not a Lender to this Agreement prior to such date that is twenty-four (24) months after the Delayed Draw Funding Date (including on the Closing Date), such Lender shall provide a United States Federal Withholding Tax Certification that is valid as of the date on which such Lender becomes a party to this AgreementAgreementSecond Lien Amendment No. 2 Effective Date, at least 3 three (3) Business Days prior to such datedate that establishes that such Lender is a Qualified Lender; (ii) if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA (deeming for this purpose the U.S. Borrower to be a U.S. corporation for U.S. federal income tax purposes) if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Sections 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower Representative and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower Representative or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower Representative or the Administrative Agent as may be necessary for the Borrowers and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment; and (iii) each party to this Agreement shall deliver, at the reasonable request of another party, such forms, documentation and other information relating to its status under FATCA as that other party reasonably requests for the purposes of that other party’s compliance with FATCA (or the compliance by Holdings or DTZ Worldwide with FATCA) (provided that no party shall be required to deliver any forms, documentation or other information pursuant to this clause (iii) which would or might in its reasonable opinion constitute a breach of (x) any law or regulation, (y) any fiduciary duty, or (z) any duty of confidentiality). Solely for purposes of this paragraph, the term “FATCA” shall include any amendments made to FATCA after the date of this Agreement. Each Lender hereby authorizes the Administrative Agent to deliver to the Loan Parties and to any successor Administrative Agent any documentation provided by such Lender to the Administrative Agent pursuant to this Section 3.01(c). Notwithstanding any other provision of this clause (c), a Lender shall not be required to deliver any form that such Lender is not legally eligible to deliver.

Appears in 1 contract

Samples: Syndicated Facility Agreement (DTZ Jersey Holdings LTD)

Time is Money Join Law Insider Premium to draft better contracts faster.