Common use of Status of Lenders Clause in Contracts

Status of Lenders. (i) Any Lender that is entitled to an exemption from, or reduction of, any applicable withholding Tax with respect to any payments under any Loan Document shall deliver to the Borrowers and the Administrative Agent, at the time or times reasonably requested by the Borrowers or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Company or the Administrative Agent as will permit such payments to be made without, or at a reduced rate of, withholding. In addition, any Lender, if requested by the Borrowers or the Administrative Agent, shall deliver such other documentation prescribed by law or reasonably requested by the Borrowers or the Administrative Agent as will enable the Borrowers or the Administrative Agent to determine whether or not such Lender is subject to any withholding (including 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 Section 2.17(f)(ii)(A) through (E) below) shall not be required if in the Lender’s 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. Upon the reasonable request of any Borrower or the Administrative Agent, any Lender shall update any form or certification previously delivered pursuant to this Section 2.17(f). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Lender, such Lender shall promptly (and in any event within ten (10) days after such expiration, obsolescence or inaccuracy) notify the Company and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so.

Appears in 10 contracts

Samples: Credit Agreement (LKQ Corp), Credit Agreement (LKQ Corp), Credit Agreement (LKQ Corp)

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Status of Lenders. (i) Any Lender that is entitled to an exemption from, or reduction of, any applicable withholding Tax with respect to any payments under any Loan Document shall deliver to the Borrowers Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrowers Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Company Borrower or the Administrative Agent as will permit such payments to be made without, or at a reduced rate of, withholding. In addition, any Lender, if requested by the Borrowers Borrower or the Administrative Agent, shall deliver such other documentation prescribed by law or reasonably requested by the Borrowers Borrower or the Administrative Agent as will enable the Borrowers Borrower or the Administrative Agent to determine whether or not such Lender is subject to any withholding (including 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 Section 2.17(f)(ii)(A) through (E) below) shall not be required if in the Lender’s 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. Upon the reasonable request of any the Borrower or the Administrative Agent, any Lender shall update any form or certification previously delivered pursuant to this Section 2.17(f). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Lender, such Lender shall promptly (and in any event within ten (10) days after such expiration, obsolescence or inaccuracy) notify the Company Borrower and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so.

Appears in 10 contracts

Samples: Credit Agreement (M/a-Com Technology Solutions Holdings, Inc.), Credit Agreement (JDS Uniphase Corp /Ca/), Credit Agreement (On Semiconductor Corp)

Status of Lenders. (i) Any Lender that is entitled to an exemption from, or reduction of, any applicable withholding Tax with respect to any payments under any Loan Document this Agreement shall deliver to the Borrowers Borrower Representative and the Applicable Administrative Agent, at the time or times reasonably requested by the Borrowers Borrower Representative or the such Administrative Agent, such properly completed and executed documentation reasonably requested by the Company Borrower Representative or the such Administrative Agent as will permit such payments to be made without, or at a reduced rate of, withholding. In addition, any Lender, if requested by the Borrowers Borrower Representative or the Applicable Administrative Agent, shall deliver such other documentation prescribed by law or reasonably requested by the Borrowers Borrower Representative or the such Administrative Agent as will enable the Borrowers Borrower Representative or the such Administrative Agent to determine whether or not such Lender is subject to any withholding (including 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 Section 2.17(f)(ii)(A2.17(f)(i)(A) through (E) below) shall not be required if in the Lender’s 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. Upon the reasonable request of any the Borrower Representative or the Applicable Administrative Agent, any Lender shall update any form or certification previously delivered pursuant to this Section 2.17(f). If any form or certification previously delivered pursuant to this Section 2.17(f) expires or becomes obsolete or inaccurate in any respect with respect to a Lender, such Lender shall promptly (and in any event within ten (10) 10 days after such expiration, obsolescence or inaccuracy) notify the Company Borrower Representative and the Applicable Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the provide an updated form or certification if it is legally eligible to do so.

Appears in 9 contracts

Samples: Joinder Agreement (Levi Strauss & Co), Credit Agreement (Levi Strauss & Co), Joinder Agreement (Levi Strauss & Co)

Status of Lenders. (i) Any Lender that is entitled to an exemption from, or reduction of, any applicable withholding Tax with respect to any payments under any Loan Document shall deliver to the Borrowers Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrowers Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Company Borrower or the Administrative Agent as will permit such payments to be made without, or at a reduced rate of, withholding. In addition, any Lender, if requested by the Borrowers Borrower or the Administrative Agent, shall deliver such other documentation prescribed by law or reasonably requested by the Borrowers Borrower or the Administrative Agent as will enable the Borrowers Borrower or the Administrative Agent to determine whether or not such Lender is subject to any withholding (including 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 Section 2.17(f)(ii)(A) through (E) below) shall not be required if in the Lender’s judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense (or, in the case of a Change in Law, any incremental material unreimbursed cost or expense) or would materially prejudice the legal or commercial position of such Lender. Upon the reasonable request of any the Borrower or the Administrative Agent, any Lender shall update any form or certification previously delivered pursuant to this Section 2.17(f). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Lender, such Lender shall promptly (and in any event within ten (10) days after such expiration, obsolescence or inaccuracy) notify the Company Borrower and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so.

Appears in 8 contracts

Samples: Credit Agreement (Amtrust Financial Services, Inc.), Credit Agreement (National General Holdings Corp.), Credit Agreement (National General Holdings Corp.)

Status of Lenders. (i) Any Lender that is entitled to an exemption from, or reduction of, any applicable withholding Tax with respect to any payments under any Loan Document shall deliver to the Borrowers Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrowers Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Company Borrower or the Administrative Agent as will permit such payments to be made without, or at a reduced rate of, withholding. In addition, any Lender, if requested by the Borrowers Borrower or the Administrative Agent, shall deliver such other documentation prescribed by law or reasonably requested by the Borrowers Borrower or the Administrative Agent as will enable the Borrowers Borrower or the Administrative Agent to determine whether or not such Lender is subject to any withholding (including 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 Section 2.17(f)(ii)(A) through (E) below) shall not be required if in the Lender’s 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. Upon the reasonable request of any such Borrower or the Administrative Agent, any Lender shall update any form or certification previously delivered pursuant to this Section 2.17(f). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Lender, such Lender shall promptly (and in any event within ten (10) 10 days after such expiration, obsolescence or inaccuracy) notify the Company such Borrower and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so.

Appears in 7 contracts

Samples: Term Loan Agreement (Nationwide Health Properties Inc), Credit Agreement (Tupperware Brands Corp), Credit Agreement (Tupperware Brands Corp)

Status of Lenders. (i) Any Lender that is entitled to an exemption from, or reduction of, any applicable withholding Tax with respect to any payments under any Loan Document this Agreement shall deliver to the Borrowers Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrowers Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Company Borrower or the Administrative Agent as will permit such payments to be made without, or at a reduced rate of, withholding. In addition, any Lender, if requested by the Borrowers or the Administrative Agent, Lender shall deliver such other documentation prescribed by law or reasonably requested by the Borrowers Borrower or the Administrative Agent as will enable the Borrowers Borrower or the Administrative Agent to determine whether or not such Lender is subject to any withholding (including 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 Section 2.17(f)(ii)(A) through (E) below) shall not be required if in the Lender’s 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. Upon the reasonable request of any Borrower or the Administrative Agent, any Lender shall update any form or certification previously delivered pursuant to this Section 2.17(f). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Lender, such Lender shall promptly (and in any event within ten (10) 10 days after such expiration, obsolescence or inaccuracy) notify the Company such Borrower and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so.

Appears in 7 contracts

Samples: Term Loan Agreement (National Fuel Gas Co), Credit Agreement (National Fuel Gas Co), Credit Agreement (National Fuel Gas Co)

Status of Lenders. (i) Any Lender that is entitled to an exemption from, or reduction of, any applicable withholding Tax with respect to any payments under any Loan Document this Agreement shall promptly deliver to the Borrowers Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrowers Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Company Borrower or the Administrative Agent as will permit such payments to be made without, or at a reduced rate of, withholding. In addition, any Lender, if requested by the Borrowers Borrower or the Administrative Agent, shall promptly deliver such other documentation prescribed by law or at the time or times reasonably requested by the Borrowers Borrower or the Administrative Agent as will enable the Borrowers Borrower or the Administrative Agent to determine whether or not such Lender is subject to any withholding (including 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 Section 2.17(f)(ii)(A2.14(f)(ii)(A) through (E) and Section 2.14(f)(iii) below) shall not be required if in the Lender’s judgment such completion, execution or submission would subject such Lender notifies the Borrower and the Administrative Agent that the Lender is waiving its rights under this Section 2.14 to any material unreimbursed cost or expense or would materially prejudice indemnification of the legal or commercial position of such Lenderwithholding Taxes to which the requested documentation relates. Upon the reasonable request of any the Borrower or the Administrative Agent, any Lender shall update any form or certification previously delivered pursuant to this Section 2.17(f2.14(f). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Lender, such Lender shall promptly (and in any event within ten (10) 10 days after such expiration, obsolescence or inaccuracy) notify the Company Borrower and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so.

Appears in 6 contracts

Samples: Credit Agreement (Exelon Corp), Term Loan Agreement (Baltimore Gas & Electric Co), Credit Agreement (Exelon Corp)

Status of Lenders. (i) Any Lender Recipient that is entitled to an exemption from, or reduction of, any applicable withholding Tax with respect to any payments under any Loan Financing Document shall deliver to the Borrowers Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrowers Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by law or reasonably requested by the Company Borrower or the Administrative Agent as will permit such payments to be made without, or at a reduced rate of, withholding. In addition, any LenderRecipient, if requested by the Borrowers Borrower or the Administrative Agent, shall deliver such other documentation prescribed by law or reasonably requested by the Borrowers Borrower or the Administrative Agent as will enable the Borrowers Borrower or the Administrative Agent to determine whether or not such Lender Recipient is subject to any withholding (including 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 Section 2.17(f)(ii)(A2.15(f)(ii)(A) through (ESection 2.15(f)(ii)(E) below) shall not be required if in the LenderRecipient’s judgment such completion, execution or submission would subject such Lender Recipient to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such LenderRecipient. Upon the reasonable request of any the Borrower or the Administrative Agent, any Lender Recipient shall update any form or certification previously delivered pursuant to this Section 2.17(f2.15(f). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a LenderRecipient, such Lender Recipient shall promptly (and in any event within ten (10) days after such expiration, obsolescence or inaccuracy) notify the Company Borrower and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so.

Appears in 5 contracts

Samples: Term Loan Agreement (Cleco Power LLC), Term Loan Credit Agreement (Cleco Corporate Holdings LLC), Term Loan Agreement (Cleco Power LLC)

Status of Lenders. (i) Any Lender that is entitled to an exemption from, or reduction of, any applicable of withholding Tax with respect to any payments made under any Loan Document shall deliver to the Borrowers and the Administrative Agent, at the time or times prescribed by applicable law or reasonably requested by the Borrowers or the Administrative Agent, such properly completed and executed documentation prescribed by applicable law or reasonably requested by the Company Borrowers or the Administrative Agent as will permit such payments to be made without, or at a reduced rate of, withholding. In addition, any Lender, if requested by the Borrowers or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrowers or the Administrative Agent as will enable the Borrowers or the Administrative Agent to determine whether or not such Lender is subject to any withholding (including backup withholding) or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentencessentences and except as otherwise required by applicable law, the completion, execution and submission of such documentation (other than such documentation set forth in Section 2.17(f)(ii)(A2.16(f)(ii)(A), (ii)(B) through and (Eii)(D) belowof 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. Upon the reasonable request of any Borrower the Borrowers or the Administrative Agent, any Lender shall update any form or certification previously delivered pursuant to this Section 2.17(f2.16(f). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Lender, such Lender shall promptly (and in any event within ten (10) 10 days after such expiration, obsolescence or inaccuracy) notify the Company such Borrower and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so.

Appears in 5 contracts

Samples: Credit Agreement (Unit Corp), Credit Agreement (Unit Corp), Credit Agreement (Unit Corp)

Status of Lenders. (i) Any Lender that is entitled to an exemption from, or reduction of, any applicable withholding Tax with respect to any payments under any Loan Financing Document shall deliver to the Borrowers Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrowers Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by law or reasonably requested by the Company Borrower or the Administrative Agent as will permit such payments to be made without, or at a reduced rate of, withholding. In addition, any Lender, if requested by the Borrowers Borrower or the Administrative Agent, shall deliver such other documentation prescribed by law or reasonably requested by the Borrowers Borrower or the Administrative Agent as will enable the Borrowers Borrower or the Administrative Agent to determine whether or not such Lender is subject to any withholding (including 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 Section 2.17(f)(ii)(A2.17(f)(ii) (A) through (E) below) shall not be required if in the Lender’s 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. Upon the reasonable request of any the Borrower or the Administrative Agent, any Lender shall update any form or certification previously delivered pursuant to this Section 2.17(f). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Lender, such Lender shall promptly (and in any event within ten (10) days after such expiration, obsolescence or inaccuracy) notify the Company Borrower and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so.

Appears in 5 contracts

Samples: Credit Agreement (Puget Sound Energy Inc), Credit Agreement (Puget Sound Energy Inc), Credit Agreement (Puget Energy Inc /Wa)

Status of Lenders. (i) Any Lender that is entitled to an exemption from, or reduction of, any applicable withholding Tax with respect to any payments under any Loan Document shall deliver to the Borrowers Borrower and the Administrative Agent, at the time or times prescribed by law or reasonably requested by the Borrowers Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by law or reasonably requested by the Company Borrower or the Administrative Agent as will permit such payments to be made without, or at a reduced rate of, withholding. In addition, any Lender, if requested by the Borrowers or the Administrative Agent, Lender shall deliver such other documentation prescribed by law or reasonably requested by the Borrowers Borrower or the Administrative Agent as will enable the Borrowers Borrower or the Administrative Agent to determine whether or not such Lender is subject to any withholding (including 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 Section 2.17(f)(ii)(A) through (E) below) shall not be required if in the Lender’s 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. Upon the reasonable request of any the Borrower or the Administrative Agent, any Lender shall update any form or certification previously delivered pursuant to this Section 2.17(f). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Lender, such Lender shall promptly (and in any event within ten (10) days after such expiration, obsolescence or inaccuracy) notify the Company Borrower and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so.

Appears in 5 contracts

Samples: Credit Agreement (Microchip Technology Inc), Credit Agreement (Microchip Technology Inc), Credit Agreement (Microchip Technology Inc)

Status of Lenders. (i) Any Lender that is entitled to an exemption fromfrom or reduction of withholding Tax under the law of the jurisdiction in which the Borrower is resident for tax purposes, or reduction ofany treaty to which such jurisdiction is a party, any applicable withholding Tax with respect to any payments hereunder or under any other Loan Document shall deliver to the Borrowers and Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law or reasonably requested by the Borrowers Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested prescribed by the Company or the Administrative Agent applicable law as will permit such payments to be made without, without withholding or at a reduced rate of, of withholding. In addition, any Lender, if requested by the Borrowers Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrowers Borrower or the Administrative Agent as will enable the Borrowers Borrower or the Administrative Agent to determine whether or not such Lender is subject to any backup withholding (including 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 Section 2.17(f)(ii)(ASections 2.12(e)(v)(1), (e)(v)(2)(A)-(D) through and (E) belowe)(vi)) 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. Upon Without limiting the generality of the foregoing, in the event that the Borrower is resident for tax purposes in the United States of America, (1) any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax and (2) any Foreign Lender shall deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Borrower or the Administrative Agent, any but only if such Foreign Lender shall update any form or certification previously delivered pursuant to this Section 2.17(f). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Lender, such Lender shall promptly (and in any event within ten (10) days after such expiration, obsolescence or inaccuracy) notify the Company and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible entitled to do so.), whichever of the following is applicable:

Appears in 5 contracts

Samples: Credit Agreement (Main Street Capital CORP), Credit Agreement (Main Street Capital CORP), Credit Agreement (Main Street Capital CORP)

Status of Lenders. (i) Any Lender that is entitled to an exemption from, or reduction of, any applicable withholding Tax with respect to any payments under any Loan Document shall deliver to the Borrowers Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrowers Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Company Borrower or the Administrative Agent as will permit such payments to be made without, or at a reduced rate of, withholding. In addition, any Lender, if requested by the Borrowers Borrower or the Administrative Agent, shall deliver such other documentation prescribed by law Law or reasonably requested by the Borrowers Borrower or the Administrative Agent as will enable the Borrowers Borrower or the Administrative Agent to determine whether or not such Lender is subject to any withholding (including 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 Section 2.17(f)(ii)(A) through (EF) below) shall not be required if in the Lender’s 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. Upon the reasonable request of any such Borrower or the Administrative Agent, any Lender shall update any form or certification previously delivered pursuant to this Section 2.17(f) (to the extent it is legally eligible to do so). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Lender, such Lender shall promptly (and in any event within ten (10) 10 days after such expiration, obsolescence or inaccuracy) notify the Company such Borrower and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so.

Appears in 4 contracts

Samples: Guaranty Agreement (Teradata Corp /De/), Revolving Credit Agreement (Teradata Corp /De/), Term Loan Agreement (Teradata Corp /De/)

Status of Lenders. (i) Any Lender that is entitled to an exemption from, or reduction of, any applicable withholding Tax with respect to any payments under any Loan Document shall deliver to the Borrowers Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrowers Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested required by the Company or the Administrative Agent law as will permit such payments to be made without, or at a reduced rate of, withholding. In addition, any Lender, if requested by the Borrowers Borrower or the Administrative Agent, shall deliver such other documentation prescribed by law or reasonably requested by the Borrowers Borrower or the Administrative Agent as will enable the Borrowers Borrower or the Administrative Agent to determine whether or not such Lender is subject to any withholding (including backup withholding) or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such any documentation (other than such documentation set forth described in Section 2.17(f)(ii)(A) through (E) below2.16(f)(iii) shall not be required if in the Lender’s 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. Upon the reasonable request of any the Borrower or the Administrative Agent, any Lender shall update any form or certification previously delivered pursuant to this Section 2.17(f2.16(f). If any form or certification previously delivered pursuant to this Section 2.16 expires or becomes obsolete or inaccurate in any respect with respect to a Lender, such Lender shall promptly (and in any event within ten (10) 10 days after such expiration, obsolescence or inaccuracy) notify the Company Borrower and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so.

Appears in 4 contracts

Samples: Assignment and Assumption (Reynolds American Inc), Credit Agreement (Reynolds American Inc), Assignment and Assumption (Reynolds American Inc)

Status of Lenders. (i) Any Lender that is entitled to an exemption from, or reduction of, any applicable withholding Tax with respect to any payments under any Loan Document shall deliver to the Borrowers Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrowers Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Company Borrower or the Administrative Agent as will permit such payments to be made without, or at a reduced rate of, withholding. In addition, any Lender, if reasonably requested by the Borrowers Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrowers Borrower or the Administrative Agent as will enable the Borrowers Borrower or the Administrative Agent to determine whether or not such Lender is subject to any withholding (including 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 Section 2.17(f)(ii)(A2.14(f)(ii)(A) through (EF) and Section 2.14(f)(iii) below) shall not be required if in the Lender’s 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. Upon the reasonable request of any the Borrower or the Administrative Agent, any Lender shall update any form or certification previously delivered pursuant to this Section 2.17(f2.14(f). If any form or certification previously delivered pursuant to this Section 2.14(f) expires or becomes obsolete or inaccurate in any respect with respect to a Lender, such Lender shall promptly (and in any event within ten (10) 10 days after such expiration, obsolescence or inaccuracy) notify the Company Borrower and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so.

Appears in 3 contracts

Samples: Revolving Credit Agreement (Marathon Petroleum Corp), Revolving Credit Agreement (Marathon Petroleum Corp), Day Revolving Credit Agreement (Marathon Petroleum Corp)

Status of Lenders. (i) Any Lender that is entitled to an exemption from, or reduction of, any applicable withholding Tax with respect to any payments under any Loan Document shall deliver to the Borrowers Borrower Representative and the Administrative Agent, at the time or times reasonably requested by the Borrowers Borrower Representative or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Company Borrower Representative or the Administrative Agent as will permit such payments to be made without, or at a reduced rate of, withholding. In addition, any Lender, if requested by the Borrowers Borrower Representative or the Administrative Agent, shall deliver such other documentation prescribed by law or reasonably requested by the Borrowers Borrower Representative or the Administrative Agent as will enable the Borrowers Borrower Representative or the Administrative Agent to determine whether or not such Lender is subject to any withholding (including 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 Section 2.17(f)(ii)(A) through (E) below) shall not be required if in the Lender’s 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. Upon the reasonable request of any the Borrower Representative or the Administrative Agent, any Lender shall update any form or certification previously delivered pursuant to this Section 2.17(f). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Lender, such Lender shall promptly (and in any event within ten (10) 10 days after such expiration, obsolescence or inaccuracy) notify the Company Borrower Representative and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so.

Appears in 3 contracts

Samples: Credit Agreement (G Iii Apparel Group LTD /De/), Credit Agreement (U.S. Auto Parts Network, Inc.), Credit Agreement (U.S. Auto Parts Network, Inc.)

Status of Lenders. (i) Any Lender that is entitled to an exemption from, or reduction of, any applicable withholding Tax with respect to any payments under any Loan Document shall deliver to the Borrowers Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrowers Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Company Borrower or the Administrative Agent as will permit such payments to be made without, or at a reduced rate of, withholding. In addition, any Lender, if reasonably requested by the Borrowers Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrowers Borrower or the Administrative Agent as will enable the Borrowers Borrower or the Administrative Agent to determine whether or not such Lender is subject to any withholding (including 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 Section 2.17(f)(ii)(A2.16(f)(ii)(A) through (EF) and Section 2.16(f)(iii) below) shall not be required if in the Lender’s 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. Upon the reasonable request of any the Borrower or the Administrative Agent, any Lender shall update any form or certification previously delivered pursuant to this Section 2.17(f2.16(f). If any form or certification previously delivered pursuant to this Section 2.16(f) expires or becomes obsolete or inaccurate in any respect with respect to a Lender, such Lender shall promptly (and in any event within ten (10) 10 days after such expiration, obsolescence or inaccuracy) notify the Company Borrower and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so.

Appears in 3 contracts

Samples: Revolving Credit Agreement (Marathon Petroleum Corp), Year Revolving Credit Agreement (Marathon Petroleum Corp), Revolving Credit Agreement (Marathon Petroleum Corp)

Status of Lenders. (i) Any Lender that is entitled to an exemption from, or reduction of, any applicable withholding Tax with respect to any payments under any Loan Document shall deliver to the Borrowers Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrowers Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Company Borrower or the Administrative Agent as will permit such payments to be made without, or at a reduced rate of, withholding. In addition, any Lender, if requested by the Borrowers Borrower or the Administrative Agent, shall deliver such other documentation prescribed by law or reasonably requested by the Borrowers Borrower or the Administrative Agent as will enable the Borrowers Borrower or the Administrative Agent to determine whether or not such Lender is subject to any withholding (including 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 Section 2.17(f)(ii)(A2.06(f)(ii)(A) through (E) below and Section 2.06(f)(iii) below) shall not be required if in the Lender’s 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. Upon the reasonable request of any such Borrower or the Administrative Agent, any Lender shall update any form or certification previously delivered pursuant to this Section 2.17(f2.06(f). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Lender, such Lender shall promptly (and in any event within ten (10) 10 days after such expiration, obsolescence or inaccuracy) notify the Company such Borrower and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so.

Appears in 3 contracts

Samples: Letter of Credit Agreement, Drawing Certificate (NuStar Energy L.P.), Letter of Credit Agreement (NuStar Energy L.P.)

Status of Lenders. (i) Any Lender that is entitled to an exemption from, or reduction of, any applicable withholding Tax with respect to any payments under any Loan Document shall deliver to the Borrowers Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrowers Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Company Borrower or the Administrative Agent as will permit such payments to be made without, or at a reduced rate of, withholding. In addition, any Lender, if requested by the Borrowers Borrower or the Administrative Agent, shall deliver such other documentation prescribed by law or reasonably requested by the Borrowers Borrower or the Administrative Agent as will enable the Borrowers Borrower or the Administrative Agent to determine whether or not such Lender is subject to any withholding (including 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 Section 2.17(f)(ii)(A2.14(f)(ii)(A) through (EC) below) shall not be required if in the Lender’s 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. Upon the reasonable request of any the Borrower or the Administrative Agent, any Lender shall update any form or certification previously delivered pursuant to this Section 2.17(f2.14(f). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Lender, such Lender shall promptly (and in any event within ten (10) 10 days after such expiration, obsolescence or inaccuracy) notify the Company Borrower and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so.

Appears in 3 contracts

Samples: Cash Bridge Credit Agreement (Perrigo Co), Cash Bridge Credit Agreement (PERRIGO Co PLC), Debt Bridge Credit Agreement (Perrigo Co)

Status of Lenders. (i) Any Lender that is entitled to an exemption from, from or reduction of, any applicable of withholding Tax with respect to any payments made under any Loan Document shall deliver to the Borrowers Parent Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrowers such Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Company Parent Borrower or the Administrative Agent as will permit such payments to be made without, without withholding or at a reduced rate of, of withholding. In addition, any Lender, if reasonably requested by the Borrowers Parent Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrowers such Borrower or the Administrative Agent as will enable the Borrowers such Borrower or the Administrative Agent to determine whether or not such Lender is subject to any backup withholding (including backup withholding) or information reporting requirements. Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification and deliver to the Parent Borrower and the Administrative Agent any new documentation reasonably requested by the Borrowers or the Administrative Agent or promptly notify the Parent Borrower and the Administrative Agent in writing of its legal inability to do so. 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 Section 2.17(f)(ii)(A3.02(g)(ii)(A), (ii)(B) through and (Eii)(D) below) 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. Upon the reasonable request Notwithstanding any other provision of any Borrower or the Administrative Agentthis Section 3.02(g), any a Lender shall update not be required to deliver any form or certification previously delivered pursuant to this Section 2.17(f). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Lender, that such Lender shall promptly (and in any event within ten (10) days after such expiration, obsolescence or inaccuracy) notify the Company and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is not legally eligible to do sodeliver.

Appears in 3 contracts

Samples: Credit Agreement (PGT, Inc.), Credit Agreement (PGT, Inc.), Credit Agreement (PGT, Inc.)

Status of Lenders. (i) Any Lender that is entitled to an exemption from, or reduction of, any applicable withholding Tax with respect to any payments under any Loan Credit Document shall deliver to the Borrowers applicable Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrowers any Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Company a Borrower or the Administrative Agent as will permit such payments to be made without, or at a reduced rate of, withholding. In addition, any Lender, if requested by the Borrowers any Borrower or the Administrative Agent, shall deliver such other documentation prescribed by law or reasonably requested by the Borrowers any Borrower or the Administrative Agent as will enable the Borrowers such Borrower or the Administrative Agent to determine whether or not such Lender is subject to any withholding (including 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 Section 2.17(f)(ii)(A) through (E) below) shall not be required if in the Lender’s 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. Upon the reasonable request of any such Borrower or the Administrative Agent, any Lender shall update any form or certification previously delivered pursuant to this Section 2.17(f). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Lender, such Lender shall promptly (and in any event within ten (10) 10 days after such expiration, obsolescence or inaccuracy) notify the Company such Borrower and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so.

Appears in 3 contracts

Samples: Credit and Guaranty Agreement (Douglas Dynamics, Inc), Credit and Guaranty Agreement (Douglas Dynamics, Inc), Credit and Guaranty Agreement (Douglas Dynamics, Inc)

Status of Lenders. (i) Any Lender that is entitled to an exemption from, or reduction of, any applicable withholding Tax with respect to any payments under any Loan Document shall deliver to the Borrowers and the Administrative Agent, at the time or times reasonably requested by the Borrowers or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Company or the Administrative Agent as will permit such payments to be made without, or at a reduced rate of, withholding. In addition, any Lender, if requested by the Borrowers or the Administrative Agent, shall deliver such other documentation prescribed by law or reasonably requested by the Borrowers or the Administrative Agent as will enable the Borrowers or the Administrative Agent to determine whether or not such Lender is subject to any withholding (including 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 Section 2.17(f)(ii)(A) through (E) below or Section 2.17(f)(iii) below) shall not be required if in the Lender’s 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. Upon the reasonable request of any Borrower or the Administrative Agent, any Lender shall update any form or certification previously delivered pursuant to this Section 2.17(f). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Lender, such Lender shall promptly (and in any event within ten (10) days after such expiration, obsolescence or inaccuracy) notify the Company and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so.

Appears in 3 contracts

Samples: Credit Agreement (Heidrick & Struggles International Inc), Credit Agreement (Heidrick & Struggles International Inc), Credit Agreement (Heidrick & Struggles International Inc)

Status of Lenders. (i) Any Lender that is entitled to an exemption from, or reduction of, any applicable withholding Tax with respect to any payments under any Loan Document shall deliver to the Borrowers Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrowers Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Company Borrower or the Administrative Agent as will permit such payments to be made without, or at a reduced rate of, withholding. In addition, any Lender, if requested by the Borrowers Borrower or the Administrative Agent, shall deliver such other documentation prescribed by law Law or reasonably requested by the Borrowers Borrower or the Administrative Agent as will enable the Borrowers Borrower or the Administrative Agent to determine whether or not such Lender is subject to any withholding (including 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 Section 2.17(f)(ii)(Aclauses (A) through (E) of paragraph (f)(ii) and paragraph (f)(iii) below) 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, in the case of a Change in Law, any incremental material unreimbursed cost or expense) or would materially prejudice the legal or commercial position of such Lender. Upon the reasonable request of any the Borrower or the Administrative Agent, any Lender shall update any form or certification previously delivered pursuant to this Section 2.17(f). If any form or certification previously delivered pursuant to this Section 2.17(f) expires or becomes obsolete or inaccurate in any respect with respect to a Lender, such Lender shall promptly (and in any event within ten (10) 10 days after such expiration, obsolescence or inaccuracy) notify the Company Borrower and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so.

Appears in 3 contracts

Samples: Credit Agreement (Bentley Systems Inc), Credit Agreement (Bentley Systems Inc), Credit Agreement (Bentley Systems Inc)

Status of Lenders. (i) Any Lender that is entitled to an exemption from, or reduction of, any applicable withholding Tax with respect to any payments under any Loan Document this Agreement shall promptly (to the extent practicable) deliver to the Borrowers Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrowers Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Company Borrower or the Administrative Agent as will permit such payments to be made without, or at a reduced rate of, withholding. In addition, any Lender, if reasonably requested by the Borrowers Borrower or the Administrative Agent, shall promptly deliver such other documentation prescribed by law or at the time or times reasonably requested by the Borrowers Borrower or the Administrative Agent as will enable the Borrowers Borrower or the Administrative Agent to determine whether or not such Lender is subject to any withholding (including 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 Section 2.17(f)(ii)(A2.14(f)(ii)(A) through (E) and Section 2.14(f)(iii) below) shall not be required if if, in the such Lender’s judgment 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. Upon the reasonable request of any the Borrower or the Administrative Agent, any Lender shall update any form or certification previously delivered pursuant to this Section 2.17(f2.14(f). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Lender, such Lender shall promptly (and in any event within ten (10) 10 days after such expiration, obsolescence or inaccuracy) notify the Company Borrower and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so.

Appears in 3 contracts

Samples: Credit Agreement, Credit Agreement (Commonwealth Edison Co), Credit Agreement

Status of Lenders. (i) Any Lender that is entitled to an exemption from, or reduction of, any applicable withholding Tax with respect to any payments under any Loan Document shall deliver to the Borrowers and the Administrative Agent, at the time or times reasonably requested by the Borrowers or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Company Borrowers or the Administrative Agent as will permit such payments to be made without, or at a reduced rate of, withholding. In addition, any Lender, if requested by the Borrowers or the Administrative Agent, shall deliver such other documentation prescribed by law or reasonably requested by the Borrowers or the Administrative Agent as will enable the Borrowers or the Administrative Agent to determine whether or not such Lender is subject to any withholding (including 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 Section 2.17(f)(ii)(A) through (E) below and Section 2.17(f)(iii) below) shall not be required if in the Lender’s 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. Upon the reasonable request of any Borrower or the Administrative Agent, any Lender shall update any form or certification previously delivered pursuant to this Section 2.17(f). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Lender, such Lender shall promptly (and in any event within ten (10) days after such expiration, obsolescence or inaccuracy) notify the Company and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so.

Appears in 3 contracts

Samples: Credit Agreement (Heidrick & Struggles International Inc), Credit Agreement (Heidrick & Struggles International Inc), Credit Agreement (Heidrick & Struggles International Inc)

Status of Lenders. (i) Any Lender that is entitled to an exemption from, or reduction of, any applicable withholding Tax with respect to any payments under any Loan Document shall deliver to the Borrowers and the Administrative Agent, at the time or times reasonably requested by the Borrowers or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Company Borrowers or the Administrative Agent as will permit such payments to be made without, or at a reduced rate of, withholding. In addition, any Lender, if requested by the Borrowers or the Administrative Agent, shall deliver such other documentation prescribed by law or reasonably requested by the Borrowers or the Administrative Agent as will enable the Borrowers or the Administrative Agent to determine whether or not such Lender is subject to any backup withholding (including 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 Section 2.17(f)(ii)(A2.18(f)(ii) through and (Eiii) below) 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. Upon the reasonable request of any a Borrower or the Administrative Agent, any Lender shall update any form or certification previously delivered pursuant to this Section 2.17(f2.18(f). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Lender, such Lender shall promptly (and in any event within ten (10) 10 days after such expiration, obsolescence or inaccuracy) notify the Company Borrowers and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so.

Appears in 3 contracts

Samples: Credit Agreement (El Paso Electric Co /Tx/), Credit Agreement (El Paso Electric Co /Tx/), Credit Agreement (El Paso Electric Co /Tx/)

Status of Lenders. (i) Any Lender that is entitled to an exemption fromfrom or reduction of withholding tax under the law of the jurisdiction in which a Borrower is a resident for tax purposes (including in the case of the United States, a disregarded entity (as defined in Treasury Regulation Section 301.7701-3 of the Code) owned by a resident of the United States or other Person that is engaged in a trade or business in the United States or a qualified REIT subsidiary (as defined in Section 856(i) of the Code)) or is otherwise subject to tax, or reduction ofany treaty to which any such jurisdiction is a party or which otherwise benefits such Lender, any applicable withholding Tax with respect to any payments hereunder or under any other Loan Document shall deliver to the Borrowers and the Prologis (with a copy to Global Administrative Agent), at the time or times prescribed by applicable Law or reasonably requested by the Borrowers Prologis or the Global Administrative Agent, such properly completed and executed documentation reasonably requested prescribed by the Company or the Administrative Agent applicable Law as will permit such payments to be made without, without withholding or at a reduced rate of, of withholding. In addition, any Lender, if requested by the Borrowers Prologis or the Global Administrative Agent, shall deliver such other documentation prescribed by law applicable Law or reasonably requested by the Borrowers Prologis or the Global Administrative Agent as will enable the Borrowers Prologis or the Global Administrative Agent to determine whether or not such Lender is subject to any backup withholding (including 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 the specific documentation set forth in Section 2.17(f)(ii)(A) through (E) below) shall not be required if in the a 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. Upon Without limiting the reasonable generality of the foregoing, if a Borrower is a resident for tax purposes in the United States, engaged in the conduct of a trade or business in the United States, a disregarded entity (as defined in Treasury Regulation Section 301.7701-3 of the Code) owned by a resident of the United States, a qualified REIT subsidiary (as defined in Section 856(i) of the Code) or otherwise subject to tax in the United States, any U.S. Lender shall deliver to the Prologis and Global Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such U.S. Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of Prologis or Global Administrative Agent), duly completed copies of Internal Revenue Service Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax, and any Borrower Non-U.S. Lender shall deliver to Prologis and Global Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Non-U.S. Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of Prologis or Global Administrative Agent, any but only if such Non-U.S. Lender shall update any form or certification previously delivered pursuant to this Section 2.17(f). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Lender, such Lender shall promptly (and in any event within ten (10) days after such expiration, obsolescence or inaccuracy) notify the Company and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible entitled to do so.), whichever of the following is applicable:

Appears in 3 contracts

Samples: Global Senior Credit Agreement (Prologis, L.P.), Global Senior Credit Agreement (Prologis, L.P.), Global Senior Credit Agreement (Prologis, L.P.)

Status of Lenders. (i) Any Lender that is entitled to an exemption from, or reduction of, any applicable withholding Tax with respect to any payments under any Loan Document this Agreement shall deliver to the Borrowers Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrowers Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Company Borrower or the Administrative Agent as will permit such payments to be made without, or at a reduced rate of, withholding. In addition, any Lender, if requested by the Borrowers Borrower or the Administrative Agent, shall deliver such other documentation prescribed by law or reasonably requested by the Borrowers Borrower or the Administrative Agent as will enable the Borrowers Borrower or the Administrative Agent to determine whether or not such Lender is subject to any withholding (including 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 Section 2.17(f)(ii)(Aclauses (A) through (E) of clause (f)(ii) and (iii) below) shall not be required if in the Lender’s 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. Upon the reasonable request of any the Borrower or the Administrative Agent, any Lender shall update any form or certification previously delivered pursuant to this Section 2.17(f2.16(f). If any form or certification previously delivered pursuant to this Section 2.16(f) expires or becomes obsolete or inaccurate in any respect with respect to a Lender, such Lender shall promptly (and in any event within ten (10) 10 days after such expiration, obsolescence or inaccuracy) notify the Company Borrower and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so.

Appears in 3 contracts

Samples: Term Loan Credit Agreement (PHI Group, Inc./De), Term Loan Credit Agreement, Term Loan Credit Agreement (Phi Inc)

Status of Lenders. (i) Any Lender that is entitled to an exemption from, or reduction of, any applicable withholding Tax with respect to any payments under any Loan Credit Document shall deliver to the Borrowers Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrowers Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Company Borrower or the Administrative Agent as will permit such payments to be made without, or at a reduced rate of, withholding. In addition, any Lender, if requested by the Borrowers Borrower or the Administrative Agent, shall deliver such other documentation prescribed by law or reasonably requested by the Borrowers Borrower or the Administrative Agent as will enable the Borrowers Borrower or the Administrative Agent to determine whether or not such Lender is subject to any withholding (including 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 Section 2.17(f)(ii)(A3.13(f)(ii)(a) through (Ee) below) shall not be required if in the Lender’s judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense (or, in the case of a Change in Law, any incremental material unreimbursed cost or expense) or would materially prejudice the legal or commercial position of such Lender. Upon the reasonable request of any the Borrower or the Administrative Agent, any Lender shall update any form or certification previously delivered pursuant to this Section 2.17(f3.13(f). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Lender, such Lender shall promptly (and in any event within ten (10) 10 days after such expiration, obsolescence or inaccuracy) notify the Company Borrower and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so.

Appears in 3 contracts

Samples: Term Loan Credit Agreement (PNM Resources Inc), Credit Agreement (Texas New Mexico Power Co), Term Loan Credit Agreement (PNM Resources Inc)

Status of Lenders. (i) Any Lender that is entitled to an exemption from, or reduction of, any applicable withholding Tax with respect to any payments under any Loan Document shall deliver to the Borrowers Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrowers Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Company Borrower or the Administrative Agent as will permit such payments to be made without, or at a reduced rate of, withholding. In addition, any Lender, if requested by the Borrowers Borrower or the Administrative Agent, shall deliver such other documentation prescribed by law or reasonably requested by the Borrowers Borrower or the Administrative Agent as will enable the Borrowers Borrower or the Administrative Agent to determine whether or not such Lender is subject to any withholding (including 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 Section 2.17(f)(ii)(A2.17(f)(ii) (A) through (E) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed out-of-pocket cost or expense (or, in the case of a Change in Law, any incremental material unreimbursed out-of-pocket cost or expense) or would materially prejudice the legal or commercial position of such Lender. Upon the reasonable request of any the Borrower or the Administrative Agent, any Lender shall update any form or certification previously delivered pursuant to this Section 2.17(f). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Lender, such Lender shall promptly (and in any event within ten (10) days after such expiration, obsolescence or inaccuracy) notify the Company Borrower and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so.

Appears in 3 contracts

Samples: Credit Agreement (Layne Christensen Co), Credit Agreement (Layne Christensen Co), Credit Agreement (Layne Christensen Co)

Status of Lenders. (iA) Any Lender that is entitled to an exemption from, or reduction of, any applicable withholding Tax with respect to any payments under any Loan Document shall deliver to the Borrowers Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrowers Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Company Borrower or the Administrative Agent as will permit such payments to be made without, or at a reduced rate of, withholding. In addition, any Lender, if requested by the Borrowers Borrower or the Administrative Agent, shall deliver such other documentation prescribed by law or reasonably requested by the Borrowers Borrower or the Administrative Agent as will enable the Borrowers Borrower or the Administrative Agent to determine whether or not such Lender is subject to any withholding (including 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 Section 2.17(f)(ii)(A3.4(vi)(B)(1) through (E5) below) shall not be required if in the Lender’s 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. Upon the reasonable request of any such Borrower or the Administrative Agent, any Lender shall update any form or certification previously delivered pursuant to this Section 2.17(f3.4(vi). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Lender, such Lender shall promptly (and in any event within ten (10) 10 days after such expiration, obsolescence or inaccuracy) notify the Company such Borrower and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so.

Appears in 3 contracts

Samples: Credit Agreement (Viad Corp), Credit Agreement (Viad Corp), Credit Agreement (Viad Corp)

Status of Lenders. (i) Any Lender that is entitled to an exemption from, or reduction of, any applicable withholding Tax with respect to any payments under any Loan Document shall deliver to the Borrowers Borrower Representative and the Administrative Agent, at the time or times reasonably requested by the Borrowers Borrower Representative or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Company Borrower Representative or the Administrative Agent as will permit such payments to be made without, or at a reduced rate of, withholding. In addition, any Lender, if requested by the Borrowers Borrower Representative or the Administrative Agent, shall deliver such other documentation prescribed by law or reasonably requested by the Borrowers Borrower Representative or the Administrative Agent as will enable the Borrowers Borrower Representative or the Administrative Agent to determine whether or not such Lender is subject to any withholding (including 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 Section 2.17(f)(ii)(A2.18(f)(ii)(A) through (E) below) shall not be required if in the Lender’s 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. Upon the reasonable request of any the Borrower Representative or the Administrative Agent, any Lender shall update any form or certification previously delivered pursuant to this Section 2.17(f2.18(f). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Lender, such Lender shall promptly (and in any event within ten (10) days after such expiration, obsolescence or inaccuracy) notify the Company Borrower Representative and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so.

Appears in 3 contracts

Samples: Credit Agreement (Lifetime Brands, Inc), Credit Agreement (Lifetime Brands, Inc), Credit Agreement (Lifetime Brands, Inc)

Status of Lenders. (i) Any Lender that is entitled to an exemption from, or reduction of, any applicable withholding Tax with respect to any payments under any Loan Document shall deliver to the Borrowers Company and the Administrative Agent, at the time or times reasonably requested by the Borrowers Company or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Company or the Administrative Agent as will permit such payments to be made without, or at a reduced rate of, withholding. In addition, any Lender, if reasonably requested by the Borrowers Company or the Administrative Agent, shall deliver such other documentation prescribed by law or reasonably requested by the Borrowers Company or the Administrative Agent as will enable the Borrowers Company or the Administrative Agent to determine whether or not such Lender is subject to any withholding (including 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 Section 2.17(f)(ii)(A2.16(f)(ii)(A) through (E) below) shall not be required if in the Lender’s 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 LenderLender with respect to any tax matter. Upon the reasonable request of any Borrower the Company or the Administrative Agent, any Lender shall update any form or certification previously delivered pursuant to this Section 2.17(f2.16(f) (to the extent it is legally eligible to do so). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Lender, such Lender shall promptly (and in any event within ten (10) 10 days after such expiration, obsolescence or inaccuracy) notify the Company and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so.

Appears in 2 contracts

Samples: Term Loan Agreement (Mead Johnson Nutrition Co), Year Revolving Credit Facility Agreement (Mead Johnson Nutrition Co)

Status of Lenders. (i) Any Lender that is entitled to an exemption from, or reduction of, any applicable withholding Tax with respect to any payments under any Loan Document shall deliver to the Borrowers Company and the Administrative AgentAgent on or prior to the date on which such Lender becomes a Lender under this Agreement, and at the time or times reasonably requested by the Borrowers Company or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Company or the Administrative Agent as will permit such payments to be made without, or at a reduced rate of, withholding. In addition, any Lender, if reasonably requested by the Borrowers Company or the Administrative Agent, shall deliver such other documentation prescribed by law or reasonably requested by the Borrowers Company or the Administrative Agent as will enable the Borrowers Company or the Administrative Agent to determine whether or not such Lender is subject to any withholding (including US Federal backup withholding) or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentencesthis Section, the completion, execution and submission of such documentation (other than such documentation set forth in Section 2.17(f)(ii)(A2.18(f)(ii)(A) through (EF) belowor 2.18(f)(iii)) shall not be required if in the applicable 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. Upon the reasonable request of any Borrower the Company or the Administrative Agent, any Lender shall update any form or certification documentation previously delivered pursuant to this Section 2.17(f2.18(f). If any form or certification documentation previously delivered pursuant to this Section 2.18(f) expires or becomes obsolete or inaccurate in any respect with respect to a Lender, such Lender shall promptly (and in any event within ten (10) 10 days after such expiration, obsolescence or inaccuracy) notify the Company and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification documentation if it is legally eligible to do so.

Appears in 2 contracts

Samples: Term Credit Agreement (Broadridge Financial Solutions, Inc.), Term Credit Agreement (Broadridge Financial Solutions, Inc.)

Status of Lenders. (i) Any Lender that is entitled to an exemption from, or reduction of, any applicable withholding Tax with respect to any payments under any Loan Document shall deliver to the Borrowers Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrowers Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Company Borrower or the Administrative Agent as will permit such payments to be made without, or at a reduced rate of, withholding. In addition, any Lender, if requested by the Borrowers Borrower or the Administrative Agent, shall deliver such other documentation prescribed by law or reasonably requested by the Borrowers Borrower or the Administrative Agent as will enable the Borrowers Borrower or the Administrative Agent to determine whether or not such Lender is subject to any withholding (including 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 Section 2.17(f)(ii)(A) through (E) below) shall not be required if in the Lender’s 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. Upon the reasonable request of any the Borrower or the Administrative Agent, any Lender shall update any form or certification previously delivered pursuant to this Section 2.17(f). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Lender, such Lender shall promptly (and in any event within ten (10) 10 days after such expiration, obsolescence or inaccuracy) notify the Company Borrower and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so.

Appears in 2 contracts

Samples: Credit Agreement (Potbelly Corp), Credit Agreement (Potbelly Corp)

Status of Lenders. (i) Any At any time reasonably requested by the Borrower or at any time a Lender becomes aware that it is entitled to an exemption from, from or reduction of, any applicable of withholding Tax with respect to any payments made under any Loan Document such Lender shall promptly deliver to the Borrowers Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrowers or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Company or the Administrative Agent as will permit such payments to be made without, without withholding or at a reduced rate of, of withholding. In addition, any Lender, if reasonably requested by the Borrowers Borrower or the Administrative Agent, shall deliver such other documentation prescribed by law Applicable Law or reasonably requested by the Borrowers Borrower or the Administrative Agent as will enable the Borrowers Borrower or the Administrative Agent to determine whether or not such Lender is subject to any backup withholding (including 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 Section 2.17(f)(ii)(Athe immediately following clauses (ii)(A), (ii)(B) through and (E) belowii)(D)) 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. Upon the reasonable request of any the Borrower or the Administrative Agent, any Lender shall update any form or certification previously delivered pursuant to this Section 2.17(fsubsection (g). If any form or certification previously delivered pursuant to this Section subsection expires or becomes obsolete or inaccurate in any respect with respect to a Lender, such Lender shall promptly (and in any event within ten (10) 30 days after such expiration, obsolescence or inaccuracy) notify the Company Borrower and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so.

Appears in 2 contracts

Samples: Credit Agreement (Rouse Properties, Inc.), Credit Agreement (Rouse Properties, Inc.)

Status of Lenders. (i) Any Lender Recipient that is entitled to an exemption from, or reduction of, any applicable withholding Tax with respect to any payments under any Loan Financing Document shall deliver to the Borrowers Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrowers Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by law or reasonably requested by the Company Borrower or the Administrative Agent as will permit such payments to be made without, or at a reduced rate of, withholding. In addition, any LenderRecipient, if requested by the Borrowers Borrower or the Administrative Agent, shall deliver such other documentation prescribed by law or reasonably requested by the Borrowers Borrower or the Administrative Agent as will enable the Borrowers Borrower or the Administrative Agent to determine whether or not such Lender Recipient is subject to any withholding (including 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 Section 2.17(f)(ii)(A2.18(f)(ii)(A) through (ESection 2.18(f)(ii)(E) below) shall not be required if in the LenderRecipient’s judgment such completion, execution or submission would subject such Lender Recipient to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such LenderRecipient. Upon the reasonable request of any the Borrower or the Administrative Agent, any Lender Recipient shall update any form or certification previously delivered pursuant to this Section 2.17(f2.18(f). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a LenderRecipient, such Lender Recipient shall promptly (and in any event within ten (10) days after such expiration, obsolescence or inaccuracy) notify the Company Borrower and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so.

Appears in 2 contracts

Samples: Credit Agreement (Cleco Power LLC), Credit Agreement (Cleco Power LLC)

Status of Lenders. (i) Any Lender that is entitled to an exemption from, or reduction of, any applicable withholding Tax with respect to any payments under any Loan Document shall deliver to the Borrowers Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrowers Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Company Borrower or the Administrative Agent as will permit such payments to be made without, or at a reduced rate of, withholding. In addition, any Lender, if requested by the Borrowers Borrower or the Administrative Agent, shall deliver such other documentation prescribed by law or reasonably requested by the Borrowers Borrower or the Administrative Agent as will enable the Borrowers Borrower or the Administrative Agent to determine whether or not such Lender is subject to any withholding (including 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 Section 2.17(f)(ii)(A) through (E) below) 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. Upon the reasonable request of any the Borrower or the Administrative Agent, any Lender shall update any form or certification previously delivered pursuant to this Section 2.17(f). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Lender, such Lender shall promptly (and in any event within ten (10) days after such expiration, obsolescence or inaccuracy) notify the Company Borrower and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and either update the form or certification if it is legally eligible to do so or notify the Borrower that it is legally ineligible to do so.

Appears in 2 contracts

Samples: Credit Agreement (Universal Corp /Va/), Loan Agreement (Universal Corp /Va/)

Status of Lenders. (i) Any Lender that is entitled to an exemption from, or reduction of, any applicable withholding Tax with respect to any payments under any Loan Document shall deliver to the Borrowers Borrower and the Administrative Agent, at the time or times prescribed by applicable law or reasonably requested by the Borrowers Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable law or reasonably requested by the Company Borrower or the Administrative Agent as will permit such payments to be made without, or at a reduced rate of, withholding. In addition, any Lender, if requested by the Borrowers Borrower or the Administrative Agent, shall deliver such other documentation prescribed by law or reasonably requested by the Borrowers Borrower or the Administrative Agent as will enable the Borrowers Borrower or the Administrative Agent to determine whether or not such Lender is subject to any withholding (including backup withholding) or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentencessentences and except as otherwise required by applicable law, the completion, execution and submission of such documentation (other than such documentation set forth in Section 2.17(f)(ii)(A) through (E) below) shall not be required if in the Lender’s 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. Upon the reasonable request of any such Borrower or the Administrative Agent, any Lender shall update any form or certification previously delivered pursuant to this Section 2.17(f). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Lender, such Lender shall promptly (and in any event within ten (10) 10 days after such expiration, obsolescence or inaccuracy) notify the Company such Borrower and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so.

Appears in 2 contracts

Samples: Credit Agreement (Penn Virginia Corp), Credit Agreement (Penn Virginia Corp)

Status of Lenders. (i) Any Lender that is entitled to an exemption from, or reduction of, any applicable withholding Tax with respect to any payments under any Loan Document this Agreement shall deliver to the Borrowers Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrowers Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Company Borrower or the Administrative Agent as will permit such payments to be made without, or at a reduced rate of, withholding. In addition, any Lender, if requested by the Borrowers Borrower or the Administrative Agent, shall deliver such other documentation prescribed by law or reasonably requested by the Borrowers Borrower or the Administrative Agent as will enable the Borrowers Borrower or the Administrative Agent to determine whether or not such Lender is subject to any withholding (including 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 Section 2.17(f)(ii)(Aclauses (A) through (E) of paragraph (f)(ii) below) shall not be required if in the Lender’s 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. Upon the reasonable request of any the Borrower or the Administrative Agent, any Lender shall update any form or certification previously delivered pursuant to this Section 2.17(f2.16(f). If any form or certification previously delivered pursuant to this Section 2.16(f) expires or becomes obsolete or inaccurate in any respect with respect to a Lender, such Lender shall promptly (and in any event within ten (10) 10 days after such expiration, obsolescence or inaccuracy) notify the Company Borrower and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so. Notwithstanding any other provision of this paragraph, a Lender shall not be required to deliver any form pursuant to this paragraph that it is not legally able to deliver.

Appears in 2 contracts

Samples: Credit Agreement (Netscout Systems Inc), Agreement (Netscout Systems Inc)

Status of Lenders. (i) Any Lender that is entitled to an exemption from, or reduction of, any applicable withholding Tax with respect to any payments under any Loan Document shall deliver to the Borrowers and the Administrative Agent, at the time or times reasonably requested by the Borrowers or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Company Borrowers or the Administrative Agent as will permit such payments to be made without, or at a reduced rate of, withholding. In addition, any Lender, if requested by the Borrowers or the Administrative Agent, shall deliver such other documentation prescribed by law or reasonably requested by the Borrowers or the Administrative Agent as will enable the Borrowers or the Administrative Agent to determine whether or not such Lender is subject to any withholding (including 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 Section 2.17(f)(ii)(A) through (E) and Section 2.17(f)(iii) below) shall not be required if in the Lender’s 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. Upon the reasonable request of any Borrower or the Administrative Agent, any Lender shall update any form or certification previously delivered pursuant to this Section 2.17(f). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Lender, such Lender shall promptly (and in any event within ten (10) days after such expiration, obsolescence or inaccuracy) notify the Company Borrowers and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so.

Appears in 2 contracts

Samples: Credit Agreement (Signet Jewelers LTD), Credit Agreement (Signet Jewelers LTD)

Status of Lenders. (i) Any At any time reasonably requested by the Borrower or at any time a Lender or the Administrative Agent becomes aware that it is entitled to an exemption from, from or reduction of, any applicable of withholding Tax with respect to any payments made under any Loan Document Document, such Lender or the Administrative Agent shall promptly deliver to the Borrowers Borrower and the Administrative Agent (or, in the case of the Administrative Agent, at to the time or times reasonably requested by the Borrowers or the Administrative Agent, Borrower) such properly completed and executed documentation reasonably requested by the Company Borrower or the Administrative Agent as will permit such payments to be made without, without withholding or at a reduced rate of, of withholding. In addition, any LenderLender or Administrative Agent, if reasonably requested by the Borrowers Borrower or the Administrative Agent, shall deliver such other documentation prescribed by law Applicable Law or reasonably requested by the Borrowers Borrower or the Administrative Agent as will enable the Borrowers Borrower or the Administrative Agent to determine whether or not such Lender or Administrative Agent is subject to any backup withholding (including 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 Section 2.17(f)(ii)(Athe immediately following clauses (ii)(A), (ii)(B) through and (E) belowii)(D)) shall not be required if in the Lender’s reasonable judgment (or, in the case of documentation to be delivered by the Administrative Agent, in the Administrative Agent’s reasonable judgment) such completion, execution or submission would subject such Lender (or Administrative Agent, as applicable) to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such LenderLender or Administrative Agent. Upon the reasonable request of any the Borrower or the Administrative Agent, any Lender or Administrative Agent shall update any form or certification previously delivered pursuant to this Section 2.17(fsubsection (f). If any form or certification previously delivered pursuant to this Section subsection expires or becomes obsolete or inaccurate in any respect with respect to a LenderLender or Administrative Agent, such Lender or Administrative Agent shall promptly (and in any event within ten (10) 30 days after such expiration, obsolescence or inaccuracy) notify the Company Borrower and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so.

Appears in 2 contracts

Samples: Subordinated Credit Agreement (Rouse Properties, Inc.), Subordinated Credit Agreement (Rouse Properties, Inc.)

Status of Lenders. (ia) Any Lender that is entitled to an exemption from, or reduction of, any applicable withholding Tax with respect to any payments under any Loan Document this Agreement shall deliver to the Borrowers Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrowers Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Company Borrower or the Administrative Agent as will permit such payments to be made without, or at a reduced rate of, withholding. In addition, any Lender, if requested by the Borrowers Borrower or the Administrative Agent, shall deliver such other documentation prescribed by law or reasonably requested by the Borrowers Borrower or the Administrative Agent as will enable the Borrowers Borrower or the Administrative Agent to determine whether or not such Lender is subject to any withholding (including 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 Section 2.17(f)(ii)(Aclauses (A) through (E) of paragraph (f)(ii) or in paragraph (f)(iii) below) shall not be required if in the Lender’s 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. Upon the reasonable request of any the Borrower or the Administrative Agent, any Lender shall update any form form, documentation or certification previously delivered pursuant to this Section 2.17(f). If any form form, documentation or certification previously delivered pursuant to this Section 2.17(f) expires or becomes obsolete or inaccurate in any respect with respect to a Lender, such Lender shall promptly (and in any event within ten (10) 10 days after such expiration, obsolescence or inaccuracy) notify the Company Borrower and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form form, documentation or certification if to the extent it is legally eligible to do so.

Appears in 2 contracts

Samples: Credit Agreement (Costar Group, Inc.), Credit Agreement (Costar Group, Inc.)

Status of Lenders. (i) Any Lender Recipient that is entitled to an exemption from, or reduction of, any applicable withholding Tax with respect to any payments under any Loan Document shall deliver to the Borrowers and the Administrative Agent, at the time or times reasonably requested by the Borrowers or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Company or the Administrative Agent as will permit such payments to be made without, or at a reduced rate of, withholding. In addition, any LenderRecipient, if requested by the Borrowers or the Administrative Agent, shall deliver such other documentation prescribed by law or reasonably requested by the Borrowers or the Administrative Agent as will enable the Borrowers or the Administrative Agent to determine whether or not such Lender Recipient is subject to any withholding (including 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 Section 2.17(f)(ii)(A) through (E) below, which, for the avoidance of doubt, includes any successor form) shall not be required if in the LenderRecipient’s judgment such completion, execution or submission would subject such Lender Recipient to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such LenderRecipient. Upon the reasonable request of any Borrower or the Administrative Agent, any Lender Recipient shall update any form or certification previously delivered pursuant to this Section 2.17(f). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a LenderRecipient, such Lender Recipient shall promptly (and in any event within ten (10) days after such expiration, obsolescence or inaccuracy) notify the Company and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so.

Appears in 2 contracts

Samples: Credit Agreement (Vistaprint N.V.), Credit Agreement (Vistaprint N.V.)

Status of Lenders. (i) Any Lender that is entitled to an exemption from, or reduction of, any applicable withholding Tax with respect to any payments under any Loan Document shall deliver to the Borrowers Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrowers Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Company Borrower or the Administrative Agent as will permit such payments to be made without, or at a reduced rate of, withholding. In addition, any Lender, if requested by the Borrowers Borrower or the Administrative Agent, shall deliver such other documentation prescribed by law Law or reasonably requested by the Borrowers Borrower or the Administrative Agent as will enable the Borrowers Borrower or the Administrative Agent to determine whether or not such Lender is subject to any withholding (including 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 Section 2.17(f)(ii)(A) through (E) below) shall not be required if in the Lender’s 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. Upon the reasonable request of any such Borrower or the Administrative Agent, any Lender shall update any form or certification previously delivered pursuant to this Section 2.17(f) (to the extent it is legally eligible to do so). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Lender, such Lender shall promptly (and in any event within ten (10) 10 days after such expiration, obsolescence or inaccuracy) notify the Company such Borrower and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so.

Appears in 2 contracts

Samples: Assignment and Assumption (Teradata Corp /De/), Assignment and Assumption (Teradata Corp /De/)

Status of Lenders. (i) Any Lender that is entitled to an exemption from, or reduction of, any applicable withholding Tax with respect to any payments under any Loan Document this Agreement shall deliver to the Borrowers Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrowers Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Company Borrower or the Administrative Agent as will permit such payments to be made without, or at a reduced rate of, withholding. In addition, any Lender, if requested by the Borrowers Borrower or the Administrative Agent, shall deliver such other documentation prescribed by law or reasonably requested by the Borrowers Borrower or the Administrative Agent as will enable the Borrowers Borrower or the Administrative Agent to determine whether or not such Lender is subject to any withholding (including 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 Section 2.17(f)(ii)(Aclauses (A) through (E) of paragraph (f)(ii) and paragraph (f)(iii) below) shall not be required if in the Lender’s 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. Upon the reasonable request of any the Borrower or the Administrative Agent, any Lender shall update any form or certification previously delivered pursuant to this Section 2.17(f2.16(f). If any form or certification previously delivered pursuant to this Section 2.16(f) expires or becomes obsolete or inaccurate in any respect with respect to a Lender, such Lender shall promptly (and in any event within ten (10) 10 days after such expiration, obsolescence or inaccuracy) notify the Company Borrower and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so.

Appears in 2 contracts

Samples: Credit Agreement (Pandora Media, Inc.), Credit Agreement (Pandora Media, Inc.)

Status of Lenders. (i) Any Lender that is entitled to an exemption from, or reduction of, any applicable withholding Tax with respect to any payments under any Loan Document shall deliver to the Borrowers Company and the Administrative Agent, at the time or times reasonably requested by the Borrowers Company or the Administrative Agent, such properly completed and executed documentation prescribed by applicable law or as reasonably requested by the Company or the Administrative Agent as will permit such payments to be made without, or at a reduced rate of, withholding. In addition, any Lender, if requested by the Borrowers Company or the Administrative Agent, shall deliver such other documentation prescribed by law or reasonably requested by the Borrowers Company or the Administrative Agent as will enable the Borrowers Company or the Administrative Agent to determine whether or not such Lender is subject to any withholding (including 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 Section 2.17(f)(ii)(A3.4(f)(ii)(A) through (E) below) shall not be required if in the Lender’s 's 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. Upon the reasonable request of any such Borrower or the Administrative Agent, any Lender shall update any form or certification previously delivered pursuant to this Section 2.17(f3.4(f). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Lender, such Lender shall promptly (and in any event within ten (10) 10 days after such expiration, obsolescence or inaccuracyinaccuracy and prior to the next payment date under any of the Loan Documents) notify the Company such Borrower and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so.

Appears in 2 contracts

Samples: Credit Agreement (Diebold Inc), Credit Agreement (Diebold Inc)

Status of Lenders. (i) Any Lender that is entitled to an exemption from, or reduction of, any applicable withholding Tax with respect to any payments under any Loan Credit Document shall deliver to the Borrowers Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrowers Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Company Borrower or the Administrative Agent as will permit such payments to be made without, or at a reduced rate of, withholding. In addition, any Lender, if requested by the Borrowers Borrower or the Administrative Agent, shall deliver such other documentation prescribed by law or reasonably requested by the Borrowers Borrower or the Administrative Agent as will enable the Borrowers Borrower or the Administrative Agent to determine whether or not such Lender is subject to any withholding (including 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 Section 2.17(f)(ii)(A) through (E) and (iii) below) shall not be required if in the Lender’s 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. Upon the reasonable request of any the Borrower or the Administrative Agent, any Lender shall update any form or certification previously delivered pursuant to this Section 2.17(f)) or notify the Borrower and the Administrative Agent of its legal inability to do so. If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Lender, such Lender shall promptly (and in any event within ten (10) 10 days after such expiration, obsolescence or inaccuracy) notify the Company Borrower and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so.

Appears in 2 contracts

Samples: Credit Agreement (Fortune Brands Home & Security, Inc.), Credit Agreement (Fortune Brands Home & Security, Inc.)

Status of Lenders. (i) Any Lender that is entitled to an exemption from, or reduction of, any applicable withholding Tax with respect to any payments under any Loan Document this Agreement shall deliver to the Borrowers Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrowers Borrower or the Administrative AgentAgent and at the time or times prescribed by applicable law, such properly completed and executed documentation reasonably requested by the Company Borrower or the Administrative Agent as will permit such payments to be made without, or at a reduced rate of, withholding. In addition, any Lender, if requested by the Borrowers Borrower or the Administrative Agent, shall deliver such other documentation prescribed by law or reasonably requested by the Borrowers Borrower or the Administrative Agent as will enable the Borrowers Borrower or the Administrative Agent to determine whether or not such Lender is subject to any withholding (including 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 Section 2.17(f)(ii)(ASections 2.16(f)(ii)(A) through (E) and 2.16(f)(iii) below) 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. Upon the reasonable request of any such Borrower or the Administrative Agent, any Lender shall update any form or certification previously delivered pursuant to this Section 2.17(f2.16(f). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Lender, such Lender shall promptly (and in any event within ten (10) 10 days after such expiration, obsolescence or inaccuracy) notify the Company such Borrower and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and shall update the form or certification if it is legally eligible to do so or, if not legally eligible to do so, shall notify the Borrower and the Administrative Agent of such legal inability.

Appears in 2 contracts

Samples: Credit Agreement (Macy's, Inc.), Credit Agreement (Macy's, Inc.)

Status of Lenders. (i) Any Lender that is entitled to an exemption from, or reduction of, any applicable withholding Tax with respect to any payments under this Agreement or any other Loan Document shall deliver to the Borrowers Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrowers Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Company Borrower or the Administrative Agent as will permit such payments to be made without, or at a reduced rate of, withholding. In addition, any Lender, if requested by the Borrowers Borrower or the Administrative Agent, shall deliver such other documentation prescribed by law or reasonably requested by the Borrowers Borrower or the Administrative Agent as will enable the Borrowers Borrower or the Administrative Agent to determine whether or not such Lender is subject to any withholding (including 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 Section 2.17(f)(ii)(A) through (E) below) shall not be required if in the Lender’s 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. Upon the reasonable request of any the Borrower or the Administrative Agent, any Lender shall update any form or certification previously delivered pursuant to this Section 2.17(f2.15(f). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Lender, such Lender shall promptly (and in any event within ten (10) days after such expiration, obsolescence or inaccuracy) notify the Company Borrower and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentations (other than such documentation set forth in the next sentence of this Section 2.15(f)) shall not be required if in the Lender’s judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense (or, in the case of a Change in Law, any incremental material unreimbursed cost or expense) or would materially prejudice the legal or commercial position of such Lender. In addition, if a payment made to a Lender under this Agreement or any other Loan Document would be subject to withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the code, as applicable), such Lender shall deliver to the Withholding Agent, at the time or times prescribed by law and at such time or times reasonably requested by the Withholding 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 Withholding Agent as may be necessary for the Withholding Agent to comply with its obligations under FATCA, to determine that such Lender has or has not complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 2.15(f), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

Appears in 2 contracts

Samples: Senior Secured Credit Agreement (Fly Leasing LTD), Senior Secured Credit Agreement (Fly Leasing LTD)

Status of Lenders. (i) Any Lender that is entitled to an exemption from, or reduction of, any applicable withholding Tax with respect to any payments under any Loan Document shall deliver to the Borrowers Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrowers Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Company Borrower or the Administrative Agent as will permit such payments to be made without, or at a reduced rate of, withholding. In addition, any Lender, if reasonably requested by the Borrowers Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrowers Borrower or the Administrative Agent as will enable the Borrowers Borrower or the Administrative Agent to determine whether or not such Lender is subject to any withholding (including 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 Section 2.17(f)(ii)(A) through (E) and (iii) below) 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. Upon the reasonable request of any the Borrower or the Administrative Agent, any Lender shall update any form or certification previously delivered pursuant to this Section 2.17(f)) or notify the Borrower and the Administrative Agent of its legal inability to do so. If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Lender, such Lender shall promptly (and in any event within ten (10) 10 days after such expiration, obsolescence or inaccuracy) notify the Company Borrower and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so.

Appears in 2 contracts

Samples: Credit Agreement (MasterBrand, Inc.), Credit Agreement (MasterBrand, Inc.)

Status of Lenders. (i) Any Lender that is entitled to an exemption from, or reduction of, any applicable withholding Tax with respect to any payments under any Loan Document shall deliver to the Borrowers Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrowers Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Company Borrower or the Administrative Agent as will permit such payments to be made without, or at a reduced rate of, withholding. In addition, any Lender, if requested by the Borrowers Borrower or the Administrative Agent, shall deliver such other documentation prescribed by law or reasonably requested by the Borrowers Borrower or the Administrative Agent as will enable the Borrowers Borrower or the Administrative Agent to determine whether or not such Lender is subject to any withholding (including 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 Section 2.17(f)(ii)(A2.15(f)(ii)(A) through (E) below and Section 2.15(f)(iii) below) shall not be required if in the Lender’s 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. Upon the reasonable request of any such Borrower or the Administrative Agent, any Lender shall update any form or certification previously delivered pursuant to this Section 2.17(f2.15(f). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Lender, such Lender shall promptly (and in any event within ten (10) 10 days after such expiration, obsolescence or inaccuracy) notify the Company such Borrower and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so.

Appears in 2 contracts

Samples: 364 Day Revolving Credit Agreement (NuStar GP Holdings, LLC), Day Revolving Credit Agreement (NuStar GP Holdings, LLC)

Status of Lenders. (i) Any Lender that is entitled to an exemption from, or reduction of, any applicable withholding Tax with respect to any payments under any Loan Document shall deliver to the Borrowers Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrowers Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Company Borrower or the Administrative Agent as will permit such payments to be made without, or at a reduced rate of, withholding. In addition, any Lender, if requested by the Borrowers Borrower or the Administrative Agent, shall deliver such other documentation prescribed by law or reasonably requested by the Borrowers Borrower or the Administrative Agent as will enable the Borrowers Borrower or the Administrative Agent to determine whether or not such Lender is subject to any withholding (including 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 Section 2.17(f)(ii)(A) through (E) below) 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. Upon the reasonable request of any the Borrower or the Administrative Agent, any Lender shall update any form or certification previously delivered pursuant to this Section 2.17(f). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Lender, such Lender shall promptly (and in any event within ten (10) days after such expiration, obsolescence or inaccuracy) notify the Company Borrower and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so.

Appears in 2 contracts

Samples: Credit Agreement (Valassis Communications Inc), Credit Agreement (Universal Corp /Va/)

Status of Lenders. (i) Any Lender that is entitled to an exemption from, or reduction of, any applicable withholding Tax with respect to any payments under any this Agreement and the other Loan Document Documents shall deliver to the Borrowers Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrowers Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Company Borrower or the Administrative Agent as will permit such payments to be made without, or at a reduced rate of, withholding. In addition, any Lender, if requested by the Borrowers Borrower or the Administrative Agent, shall deliver such other documentation prescribed by law or reasonably requested by the Borrowers Borrower or the Administrative Agent as will enable the Borrowers Borrower or the Administrative Agent to determine whether or not such Lender is subject to any withholding (including 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 Section 2.17(f)(ii)(A2.12(d)(ii)(A) through (E) below) shall not be required if in the Lender’s 's 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. Upon the reasonable request of any the Borrower or the Administrative Agent, any Lender shall update any form or certification previously delivered pursuant to this Section 2.17(f2.12(d). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Lender, such Lender shall promptly (and in any event within ten (10) 10 days after such expiration, obsolescence or inaccuracy) notify the Company Borrower and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so.

Appears in 2 contracts

Samples: Credit Agreement (Kimco Realty Corp), Credit Agreement (Kimco Realty Corp)

Status of Lenders. (i) Any Lender that is entitled to an exemption from, from or reduction of, any applicable of withholding Tax with respect to any payments made under any Loan Fundamental Document shall deliver to the Borrowers Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrowers Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Company Borrower or the Administrative Agent as will permit such payments to be made without, without withholding or at a reduced rate of, of withholding. In addition, any Lender, if reasonably requested by the Borrowers Borrower or the Administrative Agent, shall deliver such other documentation prescribed by law Applicable Law or reasonably requested by the Borrowers Borrower or the Administrative Agent as will enable the Borrowers Borrower or the Administrative Agent to determine whether or not such Lender is subject to any backup withholding (including 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 Section 2.17(f)(ii)(A2.13(g) through (Eii)(A), (ii)(B) and (ii)(D) below) 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. Upon the reasonable request of any Borrower or If the Administrative Agent, any Agent is not a Lender shall update any form and it is entitled to an exemption from or certification previously delivered pursuant to this Section 2.17(f). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect reduction of withholding Tax with respect to a Lenderpayments made under any Fundamental Document, it shall deliver to the Borrower, at the time or times reasonably requested by the Borrower, such Lender shall promptly (properly completed and in any event within ten (10) days after executed documentation reasonably requested by the Borrower as will permit such expirationpayments to be made without withholding or at a reduced rate of withholding. In addition, obsolescence or inaccuracy) notify the Company and the Administrative Agent in writing of (if not a Lender) shall deliver such expiration, obsolescence other documentation reasonably requested by the Borrower as will enable the Borrower to determine whether or inaccuracy and update not the form Administrative Agent is subject to backup withholding or certification if it is legally eligible to do soinformation reporting requirements.

Appears in 2 contracts

Samples: Guaranty and Pledge Agreement (Eros International PLC), Credit, Security, Guaranty and Pledge Agreement (Eros International PLC)

Status of Lenders. (i) Any Lender that is entitled to an exemption from, or reduction of, any applicable withholding Tax with respect to any payments under any Loan Credit Document shall deliver to the Borrowers Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrowers Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Company Borrower or the Administrative Agent as will permit such payments to be made without, or at a reduced rate of, withholding. In addition, any Lender, if requested by the Borrowers Borrower or the Administrative Agent, shall deliver such other documentation prescribed by law or reasonably requested by the Borrowers Borrower or the Administrative Agent as will enable the Borrowers Borrower or the Administrative Agent to determine whether or not such Lender is subject to any withholding (including 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 Section 2.17(f)(ii)(A) through (E) and (iii) below) shall not be required if in the Lender’s 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. Upon the reasonable request of any the Borrower or the Administrative Agent, any Lender shall update any form or certification previously delivered pursuant to this Section 2.17(f). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Lender, such Lender shall promptly (and in any event within ten (10) 10 days after such expiration, obsolescence or inaccuracy) notify the Company Borrower and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so.

Appears in 2 contracts

Samples: Credit Agreement (Fortune Brands Home & Security LLC), Credit Agreement (Fortune Brands Home & Security, Inc.)

Status of Lenders. (i) Any Lender that is entitled to an exemption from, or reduction of, any applicable withholding Tax with respect to any payments under any Loan Document shall deliver to the Borrowers Term Facility Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrowers Term Facility Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Company Term Facility Borrower or the Administrative Agent as will permit such payments to be made without, or at a reduced rate of, withholding. In addition, any Lender, if requested by the Borrowers Term Facility Borrower or the Administrative Agent, shall deliver such other documentation prescribed by law or reasonably requested by the Borrowers Term Facility Borrower or the Administrative Agent as will enable the Borrowers Term Facility Borrower or the Administrative Agent to determine whether or not such Lender is subject to any withholding (including backup withholding) or information reporting requirements, or in order to enable the Term Facility Borrower to comply with the provisions of Sections 891A, 891E, 891F and 891G of the (Irish) Taxes Consolidation Act, 1997. 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 Section 2.17(f)(ii)(A2.14(f)(ii)(A) through (EC) below) shall not be required if in the Lender’s 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. Upon the reasonable request of any the Term Facility Borrower or the Administrative Agent, any Lender shall update any form or certification previously delivered pursuant to this Section 2.17(f2.14(f). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Lender, such Lender shall promptly (and in any event within ten (10) 10 days after such expiration, obsolescence or inaccuracy) notify the Company Term Facility Borrower and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so.

Appears in 2 contracts

Samples: Term Loan Credit Agreement (PERRIGO Co PLC), Term Loan Credit Agreement (PERRIGO Co PLC)

Status of Lenders. (i) Any Lender that is entitled to an exemption from, or reduction of, any applicable withholding Tax with respect to any payments under any Loan Document shall deliver to the Borrowers Revolving Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrowers Revolving Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Company Revolving Borrower or the Administrative Agent as will permit such payments to be made without, or at a reduced rate of, withholding. In addition, any Lender, if requested by the Borrowers Revolving Borrower or the Administrative Agent, shall deliver such other documentation prescribed by law or reasonably requested by the Borrowers Revolving Borrower or the Administrative Agent as will enable the Borrowers Revolving Borrower or the Administrative Agent to determine whether or not such Lender is subject to any withholding (including backup withholding) or information reporting requirements, or in order to enable the Revolving Borrower to comply with the provisions of Sections 891A, 891E, 891F and 891G of the (Irish) Taxes Consolidation Act, 1977. 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 Section 2.17(f)(ii)(A2.16(f)(ii)(A) through (EC) below) shall not be required if in the Lender’s 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. Upon the reasonable request of any the Revolving Borrower or the Administrative Agent, any Lender shall update any form or certification previously delivered pursuant to this Section 2.17(f2.16(f). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Lender, such Lender shall promptly (and in any event within ten (10) 10 days after such expiration, obsolescence or inaccuracy) notify the Company Revolving Borrower and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so.

Appears in 2 contracts

Samples: Revolving Credit Agreement (PERRIGO Co PLC), Revolving Credit Agreement (PERRIGO Co PLC)

Status of Lenders. (i) Any Lender that is entitled to an exemption from, or reduction of, any applicable withholding Tax with respect to any payments under any Loan Document shall deliver to the Borrowers and the Administrative Agent, at the time or times prescribed by law or reasonably requested by the Borrowers or the Administrative Agent, such properly completed and executed documentation prescribed by law or reasonably requested by the Company or the Administrative Agent as will permit such payments to be made without, or at a reduced rate of, withholding. In addition, any Lender, if requested by the Borrowers or the Administrative Agent, shall deliver such other documentation prescribed by law or reasonably requested by the Borrowers or the Administrative Agent as will enable the Borrowers or the Administrative Agent to determine whether or not such Lender is subject to any withholding (including 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 Section 2.17(f)(ii)(A2.17(f)(ii) through and (Eiii) below) 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. Upon the reasonable request of any Borrower or the Administrative Agent, any Lender shall update any form or certification previously delivered pursuant to this Section 2.17(f). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Lender, such Lender shall promptly (and in any event within ten (10) days after such expiration, obsolescence or inaccuracy) notify the Company and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so.

Appears in 2 contracts

Samples: Credit Agreement (Newmarket Corp), Credit Agreement (Newmarket Corp)

Status of Lenders. (i) Any Lender that is entitled to an exemption from, from or reduction of, any applicable withholding Tax with respect to any payments under any Loan Document this Agreement shall deliver to the Borrowers Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrowers Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Company Borrower or the Administrative Agent as will permit such payments to be made without, or at a reduced rate of, withholding. In addition, any Lender, if requested by the Borrowers Borrower or the Administrative Agent, shall deliver such other documentation prescribed by law or reasonably requested by the Borrowers Borrower or the Administrative Agent as will enable the Borrowers Borrower or the Administrative Agent to determine whether or not such Lender is subject to any withholding (including 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 Section 2.17(f)(ii)(A2.11(f)(ii)(A) through (E) below) shall not be required if in the Lender’s 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. Upon the reasonable request of any the Borrower or the Administrative Agent, any Lender shall update any form or certification previously delivered pursuant to this Section 2.17(f2.11(f). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Lender, such Lender shall promptly (and in any event within ten (10) 10 days after such expiration, obsolescence or inaccuracy) notify the Company Borrower and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so.

Appears in 2 contracts

Samples: Borrowing Base Revolving Line of Credit Agreement (Cole Real Estate Income Strategy (Daily Nav), Inc.), Borrowing Base Revolving Line of Credit Agreement (Cole Credit Property Trust Iv, Inc.)

Status of Lenders. (i) Any Lender that is entitled to an exemption from, or reduction of, any applicable withholding Tax with respect to any payments under any Loan Document shall deliver to the Borrowers relevant Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrowers any Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Company such Borrower or the Administrative Agent as will permit such payments to be made without, or at a reduced rate of, withholding. In addition, any Lender, if requested by the Borrowers a Borrower or the Administrative Agent, shall deliver such other documentation prescribed by law or reasonably requested by the Borrowers such Borrower or the Administrative Agent as will enable the Borrowers such Borrower or the Administrative Agent to determine whether or not such Lender is subject to any withholding (including 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 Section 2.17(f)(ii)(ASections 2.15(f)(ii)(A) through (E) and Section 2.15(f)(iii) below) shall not be required if in the Lender’s 's judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense (or, in the case of a Change in Law, any incremental material unreimbursed cost or expense) or would materially prejudice the legal or commercial position of such Lender. Upon the reasonable request of any such Borrower or the Administrative Agent, any Lender shall update any form or certification previously delivered pursuant to this Section 2.17(f2.15(f). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Lender, such Lender shall promptly (and in any event within ten (10) 10 days after such expiration, obsolescence or inaccuracy) notify the Company such Borrower and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so.

Appears in 2 contracts

Samples: Credit Agreement (DealerTrack Holdings, Inc.), Guarantee and Collateral Agreement (Dealertrack Technologies, Inc)

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Status of Lenders. (i) Any Foreign Lender that is entitled to an exemption fromfrom or reduction of withholding tax under the law of the jurisdiction in which US Borrowers are resident for tax purposes, or reduction ofany treaty to which such jurisdiction is a party, any applicable withholding Tax with respect to any payments hereunder or under any other Loan Document shall shall, to the extent it may lawfully do so, deliver to the US Borrowers and (with a copy to the Administrative AgentAgents), at the time or times prescribed by applicable Requirements of Law or as reasonably requested by the US Borrowers or the Administrative AgentAgents, such properly completed and executed documentation reasonably requested prescribed by the Company or the Administrative Agent applicable Requirements of Law as will permit such payments to be made without, without withholding or at a reduced rate of, of withholding. In addition, any Lender, if requested by the US Borrowers or the either Administrative Agent, shall deliver such other documentation prescribed by law applicable Requirements of Law or reasonably requested by the US Borrowers or the Administrative Agent Agents as will enable the US Borrowers or the Administrative Agent Agents to determine whether or not such Lender is subject to any backup withholding (including backup withholding) or information reporting requirements. Notwithstanding anything to the contrary in the preceding above two sentences, in the case of non-U.S. withholding taxes the completion, execution and submission of such documentation (other than such documentation set forth in Section 2.17(f)(ii)(A) through (E) below) non-U.S. forms shall not be required if in the Lender’s judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice be otherwise disadvantageous to such Lender in any material respect. Each initial Canadian Lender of the legal Canadian Borrower represents and warrants to the Canadian Borrower that on the Closing Date (a) (i) it is not a “non-resident” within the meaning of the ITA; or commercial position (ii) it is an “authorized foreign bank” within the meaning of such Lenderthe Bank Act (Canada) for purposes of the ITA, and is entering into this Agreement in the ordinary course of its trade and business that is its “Canadian banking business” for purposes of the ITA, and each amount paid or credited by or to it in respect of the transactions contemplated hereunder is, and will be brought into account and recorded and reported in computing its income for Canadian tax purposes as having been made or received as the case may be, in respect of its “Canadian banking business” as so defined; and (b) has no present intention to withdraw from this Agreement. Upon the reasonable written request of any the Canadian Administrative Agent or the Canadian Borrower acting reasonably, each such Canadian Lender shall use its best efforts to deliver to the Canadian Administrative Agent and Canadian Borrower such certificates, documents or other evidence as may be required from time to time, properly completed and duly executed by such Canadian Lender, to confirm the continuing accuracy of the foregoing representation or alternatively, shall deliver a notice to the Canadian Borrower indicating the facts and circumstances (other than facts and circumstances brought about unilaterally by such Canadian Lender) which have resulted in the above representation and warranty no longer continuing to be true and accurate. If such Canadian Lender fails to deliver such requested certificates, documents, other evidence on the one hand, or such notice on the other or, for greater certainty, the facts and circumstances relating to the change of the status of the Canadian Lender have been brought about unilaterally by such Canadian Lender, then the Canadian Borrower or the Canadian Administrative Agent, as the case may be, shall withhold from any interest payment to such Canadian Lender an amount equivalent to the applicable Canadian withholding tax imposed by applicable Canadian laws (including any applicable tax treaty) and the Canadian Borrower shall not be required to pay any additional or other amounts to such Canadian Lender under Section 2.15(a). From time to time, each such Canadian Lender shall update (i) promptly submit to the Canadian Administrative Agent and the Canadian Borrower such certificates, documents, other evidence or notice as aforesaid, (ii) promptly notify the Canadian Administrative Agent and the Canadian Borrower of any form or certification previously delivered pursuant change in circumstances which would result in the above representation and warranty no longer continuing to this Section 2.17(f). If any form or certification previously delivered pursuant be true and accurate, and (iii) take such steps as shall not be materially disadvantageous to this Section expires or becomes obsolete or inaccurate it, in any respect with respect to a the reasonable judgment of such Canadian Lender, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable laws that the Canadian Borrower make any deduction or withholding for Taxes from amounts payable to such Canadian Lender. Notwithstanding the foregoing, but subject to Section 11.04(b)(v), the Borrowers acknowledge that the rights and obligations of a Canadian Lender hereunder may be assigned to an Eligible Assignee that does not qualify as an Eligible Canadian Lender and further agree that any Borrower approval required in respect of such an assignment shall promptly (and in not be withheld on such basis. Without limiting the generality of any event within ten (10) days after such expirationof the foregoing, obsolescence or inaccuracy) notify any Foreign Lender shall, to the Company extent it may lawfully do so, deliver to US Borrowers and the Administrative Agent Agents (in writing such number of copies as shall be requested by the recipient) on or prior to the date on which such expirationForeign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of Administrative Borrower or either Administrative Agent, obsolescence or inaccuracy and update the form or certification but only if it such Foreign Lender is legally eligible entitled to do so.), whichever of the following is applicable:

Appears in 2 contracts

Samples: Credit Agreement (Linens N Things Inc), Option Credit Agreement (Linens N Things Inc)

Status of Lenders. (i) Any Subject to Section 2.17(e) above, any Lender that is entitled to an exemption from, from or reduction of, any applicable of withholding Tax with respect to any payments made under any Loan Document shall deliver to the Borrowers Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrowers Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Company Borrower or the Administrative Agent as will permit such payments to be made without, without withholding or at a reduced rate of, of withholding. In addition, any Lender, if reasonably requested by the Borrowers Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrowers Borrower or the Administrative Agent as will enable the Borrowers Borrower or the Administrative Agent to determine whether or not such Lender is subject to any backup withholding (including 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 Section 2.17(f)(ii)(A) through and (E) ii)(B), below) 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. Upon the reasonable request of any Borrower or the Administrative Agent, any Each Lender shall update agrees that if any form or certification it previously delivered pursuant to this Section 2.17(f). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Lenderrespect, it shall update such Lender shall form or certification or promptly (and in any event within ten (10) days after such expiration, obsolescence or inaccuracy) notify the Company borrower and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible its legal ineligibility to do so.

Appears in 2 contracts

Samples: Credit Agreement (Mimecast LTD), Credit Agreement (Mimecast LTD)

Status of Lenders. (i) Any Lender that is entitled to an exemption from, or reduction of, any applicable withholding Tax with respect to any payments under any Loan Credit Document shall deliver to the Borrowers Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrowers Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Company Borrower or the Administrative Agent as will permit such payments to be made without, or at a reduced rate of, withholding (including backup withholding). In addition, any Lender, if requested by the Borrowers Borrower or the Administrative Agent, shall deliver such other documentation prescribed by law or reasonably requested by the Borrowers Borrower or the Administrative Agent as will enable the Borrowers Borrower or the Administrative Agent to determine whether or not such Lender is subject to any withholding (including 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 Section 2.17(f)(ii)(A2.20(f)(ii)(A) through (E) below) shall not be required if in the Lender’s judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense (or, in the case of a Change in Law, any incremental material unreimbursed cost or expense) or would materially prejudice the legal or commercial position of such Lender. Upon the reasonable request of any such Borrower or the Administrative Agent, any Lender shall update any form or certification previously delivered pursuant to this Section 2.17(f)2.20. If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Lender, such Lender shall promptly (and in any event within ten (10) 10 days after such expiration, obsolescence or inaccuracy) notify the Company Borrower and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so.

Appears in 2 contracts

Samples: Credit and Guaranty Agreement (Digitalglobe, Inc.), Credit and Guaranty Agreement (Digitalglobe, Inc.)

Status of Lenders. (i) Any Lender that is entitled to an exemption from, from or reduction of, any applicable of withholding Tax with respect to any payments made under any Loan Document shall deliver to the Borrowers and the Administrative Agent, at the time or times reasonably requested by the Borrowers or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Company Borrowers or the Administrative Agent as will permit such payments to be made without, without withholding or at a reduced rate of, of withholding. In addition, any Lender, if reasonably requested by the Borrowers or the Administrative Agent, shall deliver such other documentation prescribed by law applicable Law or reasonably requested by the Borrowers or the Administrative Agent as will enable the Borrowers or the Administrative Agent to determine whether or not such Lender is subject to any backup withholding (including 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 Section 2.17(f)(ii)(A5.9.7.1(ii)(A), 5.9.7.1(ii)(B) through (Eand 5.9.7.1(iv)(D) below) 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. Upon If any Foreign Lender fails to comply with the reasonable request of provisions in this Section 5.9, then the Borrowers shall not have any Borrower obligation to increase the sum payable to such Lender pursuant to Section 5.9 [Taxes] or the Administrative Agent, any to indemnify such Lender shall update any form or certification previously delivered pursuant to this Section 2.17(f). If 5.9 for Taxes (included related penalties, interest and expenses) imposed by the United States or any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Lender, such Lender shall promptly (and in any event within ten (10) days after such expiration, obsolescence or inaccuracy) notify the Company and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do sopolitical subdivision thereof.

Appears in 2 contracts

Samples: Credit Agreement (RPM International Inc/De/), Credit Agreement (RPM International Inc/De/)

Status of Lenders. (i) Any Lender that is entitled to an exemption from, or reduction of, any applicable withholding Tax with respect to any payments under any Loan Document shall deliver to the Borrowers and the Administrative Agent, at the time or times reasonably requested by the Borrowers or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Company or any Borrower or the Administrative Agent as will permit such payments to be made without, or at a reduced rate of, withholding. In addition, any Lender, if requested by the Borrowers Company, any Borrower or the Administrative Agent, shall deliver such other documentation prescribed by law or reasonably requested by the Borrowers Company, any Borrower or the Administrative Agent as will enable the Borrowers or the Administrative Agent to determine whether or not such Lender is subject to any withholding (including 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 Section 2.17(f)(ii)(A) through (E) below) shall not be required if in the Lender’s 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. Upon the reasonable request of any Borrower or the Administrative Agent, any Lender shall update any form or certification previously delivered pursuant to this Section 2.17(f). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Lender, such Lender shall promptly (and in any event within ten (10) days after such expiration, obsolescence or inaccuracy) notify the Company and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so.

Appears in 2 contracts

Samples: Credit Agreement (Belden Inc.), Credit Agreement (Belden Inc.)

Status of Lenders. (i) Any Lender Recipient that is entitled to an exemption from, or reduction of, any applicable withholding Tax with respect to any payments under any Loan Document shall deliver to the Borrowers Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrowers Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Company Borrower or the Administrative Agent as will permit such payments to be made without, or at a reduced rate of, withholding. In addition, any LenderRecipient, if requested by the Borrowers Borrower or the Administrative Agent, shall deliver such other documentation prescribed by law or reasonably requested by the Borrowers Borrower or the Administrative Agent as will enable the Borrowers Borrower or the Administrative Agent to determine whether or not such Lender Recipient is subject to any withholding (including 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 Section 2.17(f)(ii)(ASections 2.16(f)(ii)(A) through (Ef)(ii)(E) below) shall not be required if in the LenderRecipient’s judgment such completion, execution or submission would subject such Lender Recipient to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such LenderRecipient. Upon the reasonable request of any the Borrower or the Administrative Agent, any Lender the applicable Recipient shall update any form or certification previously delivered pursuant to this Section 2.17(f). If any form or certification previously delivered pursuant to this Section 2.17(f) expires or becomes obsolete or inaccurate in any respect with respect to a LenderRecipient, such Lender Recipient shall promptly (and in any event within ten (10) 10 days after such expiration, obsolescence or inaccuracy) notify the Company Borrower and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so.

Appears in 2 contracts

Samples: Term Loan Credit Agreement (Tupperware Brands Corp), Term Loan Credit Agreement (Tupperware Brands Corp)

Status of Lenders. (i) Any Each Lender that is entitled to an exemption from, or reduction of, any applicable withholding Tax with respect to any payments under any Loan Document shall deliver to the Borrowers Borrower and to the Administrative Agent, at the time or times whenever reasonably requested by the Borrowers Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable laws and such other reasonably requested by the Company or the Administrative Agent information as will permit such payments to be made without, or at a reduced rate of, withholding. In addition, any Lender, if requested by the Borrowers Borrower or the Administrative Agent, shall deliver such other documentation prescribed by law or reasonably requested by as the Borrowers or the Administrative Agent as will enable the Borrowers or the Administrative Agent case may be, (A) to determine whether or not payments made hereunder or under any other Loan Document are subject to Taxes, (B) to determine, if applicable, the required rate of withholding or deduction and (C) to establish such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of any payments to be made to such Lender pursuant to any Loan Document or otherwise to establish such Lender’s status for withholding tax purposes in an applicable jurisdiction. If any form, certification or other documentation provided by a Lender pursuant to this Section 3.01(e) (including any of the specific documentation described below) expires or becomes obsolete or inaccurate in any respect, such Lender shall notify the Borrower and the Administrative Agent in writing and shall update or otherwise correct the affected documentation or notify the Borrower and the Administrative Agent in writing that such Lender is subject not legally eligible to any withholding (including backup withholding) or information reporting requirementsdo so. Notwithstanding anything to the contrary in the preceding two sentencesparagraph, the completion, execution and submission of such documentation (other than such documentation set forth in Section 2.17(f)(ii)(A) through (E) below) shall will 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. Upon If a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the reasonable request applicable reporting requirements of any FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent, any Lender shall update any form 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 or certification previously delivered pursuant to this Section 2.17(f). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Lender, such Lender shall promptly (and in any event within ten (10) days after such expiration, obsolescence or inaccuracy) notify the Company Administrative Agent as may be necessary for the Borrower 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. Solely for purposes of this paragraph, “FATCA” shall include any amendments made to FATCA after the date of this Agreement. Notwithstanding anything to the contrary in writing of such expirationthis Section 3.01(e), obsolescence or inaccuracy and update the form or certification if no Lender shall be required to deliver any documentation that it is not legally eligible to do soprovide.

Appears in 2 contracts

Samples: Credit Agreement (Montpelier Re Holdings LTD), Credit Agreement (Blue Capital Reinsurance Holdings Ltd.)

Status of Lenders. (i) Any Lender that is entitled to an exemption from, or reduction of, any applicable withholding Tax with respect to any payments under this Agreement or any other Loan Document shall deliver to the Borrowers Borrower Representative and the Administrative Agent, at the time or times reasonably requested by the Borrowers Borrower Representative or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Company Borrower Representative or the Administrative Agent as will permit such payments to be made without, or at a reduced rate of, withholding. In addition, any Lender, if requested by the Borrowers Borrower Representative or the Administrative Agent, shall deliver such other documentation prescribed by law or reasonably requested by the Borrowers Borrower Representative or the Administrative Agent as will enable the Borrowers Borrower Representative or the Administrative Agent to determine whether or not such Lender is subject to any withholding (including 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 Section 2.17(f)(ii)(A) through (E) below) shall not be required if in the Lender’s 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. Upon the reasonable request of any the Borrower Representative or the Administrative Agent, any Lender shall update any form or certification previously delivered pursuant to this Section 2.17(f). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Lender, such Lender shall promptly (and in any event within ten (10) 10 days after such expiration, obsolescence or inaccuracy) notify the Company Borrower Representative and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so.

Appears in 2 contracts

Samples: Credit Agreement (Vitran Corp Inc), Employment Agreement (Wesco International Inc)

Status of Lenders. (i) Any Lender that is entitled to an exemption from, or reduction of, any applicable withholding Tax with respect to any payments under any Loan Document shall deliver to the Borrowers applicable Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrowers applicable Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Company applicable Borrower or the Administrative Agent as will permit such payments to be made without, or at a reduced rate of, withholding. In addition, any Lender, if requested by the Borrowers applicable Borrower or the Administrative Agent, shall deliver such other documentation prescribed by law or reasonably requested by the Borrowers such Borrower or the Administrative Agent as will enable the Borrowers such Borrower or the Administrative Agent to determine whether or not such Lender is subject to any withholding (including 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 Section 2.17(f)(ii)(A2.16(f)(ii)(A) through (E) below) 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. Upon the reasonable request of any such Borrower or the Administrative Agent, any Lender shall update any form or certification previously delivered pursuant to this Section 2.17(f2.16(f) (to the extent it is legally eligible to do so). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Lender, such Lender shall promptly (and in any event within ten (10) 10 days after such expiration, obsolescence or inaccuracy) notify the Company such Borrower and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so.

Appears in 2 contracts

Samples: Credit Agreement (Universal Forest Products Inc), Credit Agreement (Universal Forest Products Inc)

Status of Lenders. (i) Any Lender that is entitled to an exemption from, or reduction of, any applicable withholding Tax with respect to any payments under any Loan Document shall deliver to the Borrowers Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrowers Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Company Borrower or the Administrative Agent as will permit such payments to be made without, or at a reduced rate of, withholding. In addition, any Lender, if requested by the Borrowers Borrower or the Administrative Agent, shall deliver such other documentation prescribed by law or reasonably requested by the Borrowers Borrower or the Administrative Agent as will enable the Borrowers Borrower or the Administrative Agent to determine whether or not such Lender is subject to any withholding (including 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 Section 2.17(f)(ii)(A) through (E) below) shall not be required if in the Lender’s 's 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. Upon the reasonable request of any such Borrower or the Administrative Agent, any Lender shall update any form or certification previously delivered pursuant to this Section 2.17(f). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Lender, such Lender shall promptly (and in any event within ten (10) 10 days after such expiration, obsolescence or inaccuracy) notify the Company such Borrower and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so.

Appears in 2 contracts

Samples: Credit Agreement (Meadowbrook Insurance Group Inc), Credit Agreement (Marcus Corp)

Status of Lenders. (i) Any Lender that is entitled to an exemption from, or reduction of, any applicable withholding Tax with respect to any payments under any Loan Credit Document shall deliver to the Borrowers Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrowers Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Company Borrower or the Administrative Agent as will permit such payments to be made without, or at a reduced rate of, withholding. In addition, any Lender, if requested by the Borrowers any Borrower or the Administrative Agent, shall deliver such other documentation prescribed by law or reasonably requested by the Borrowers any Borrower or the Administrative Agent as will enable the Borrowers any Borrower or the Administrative Agent to determine whether or not such Lender is subject to any withholding (including backup withholding) or information reporting requirements. Notwithstanding Except as provided in Section 2.18(n) below, and 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 Section 2.17(f)(ii)(A2.18(f)(ii)(A) through (EF) below) shall not be required if in the Lender’s 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. Upon the reasonable request of any such Borrower or the Administrative Agent, any Lender shall update any form or certification previously delivered pursuant to this Section 2.17(f2.18(f). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Lender, such Lender shall promptly upon request from the Borrower or the Administrative Agent (and other than in any event within ten (10) days after the case of inaccuracy, in which case, immediately upon such expiration, obsolescence or Lender becoming aware of the inaccuracy) notify the Company such Borrower and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so.

Appears in 2 contracts

Samples: Credit Agreement (Manitowoc Co Inc), Credit Agreement (Manitowoc Co Inc)

Status of Lenders. (i) Any Lender that is entitled to an exemption from, or reduction of, any applicable withholding Tax with respect to any payments under any Loan Document this Agreement shall deliver to the Borrowers Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrowers Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Company Borrower or the Administrative Agent as will permit such payments to be made without, or at a reduced rate of, withholding. In addition, any Lender, if requested by the Borrowers Borrower or the Administrative Agent, shall deliver such other documentation prescribed by law or reasonably requested by the Borrowers Borrower or the Administrative Agent as will enable the Borrowers Borrower or the Administrative Agent to determine whether or not such Lender is subject to any withholding (including 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 Section 2.17(f)(ii)(Aclauses (A) through (E) of paragraph (f)(ii) below) shall not be required if in the Lender’s 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. Upon the reasonable request of any the Borrower or the Administrative Agent, any Lender shall update any form or certification previously delivered pursuant to this Section 2.17(f). If any form or certification previously delivered pursuant to this Section 2.17(f) expires or becomes obsolete or inaccurate in any respect with respect to a Lender, such Lender shall promptly (and in any event within ten (10) 10 days after such expiration, obsolescence or inaccuracy) notify the Company Borrower and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so.

Appears in 2 contracts

Samples: Credit Agreement (Costar Group Inc), Credit Agreement (Costar Group Inc)

Status of Lenders. (i) Any Lender that is entitled to an exemption from, from or reduction of, any applicable of withholding Tax with respect to any payments made under any Loan Document (other than with respect to a U.K. Tax Deduction to which the provisions of Section 2.18(g)(iii) shall apply, as applicable) shall deliver to the Borrowers Company and the Administrative Agent, at the time or times reasonably requested by the Borrowers Company or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Company or the Administrative Agent as will permit such payments to be made without, without withholding or at a reduced rate of, of withholding. In addition, any Lender, (other than with respect to a U.K. Tax Deduction to which the provisions of Section 2.18(g)(iii) shall apply, as applicable) if reasonably requested by the Borrowers Company or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrowers Company or the Administrative Agent as will enable the Borrowers Company or the Administrative Agent to determine whether or not such Lender is subject to any backup withholding (including 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 Section 2.17(f)(ii)(A2.18(g)(ii)(A), (ii)(B), (ii)(D) through and (E) belowii)(E)) 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. Upon the reasonable request of any Borrower or the Administrative Agent, any Each Lender shall update agrees that if any form or certification it previously delivered pursuant to this Section 2.17(f). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Lenderrespect, it shall update such Lender shall form or certification or promptly (and in any event within ten (10) days after such expiration, obsolescence or inaccuracy) notify the Company and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible its legal inability to do so.

Appears in 2 contracts

Samples: Credit Agreement (Abm Industries Inc /De/), Credit Agreement (Abm Industries Inc /De/)

Status of Lenders. (i) a. Any Lender that is entitled to an exemption from, from or reduction of, any applicable of withholding Tax with respect to any payments made under any Loan Document shall deliver to the Borrowers Borrower and the Administrative AgentAgent (or submit to the appropriate tax authority, as applicable), at the time or times reasonably requested by the Borrowers Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Company Borrower or the Administrative Agent as will permit such payments to be made without, without withholding or at a reduced rate of, of withholding. In addition, any Lender, if reasonably requested by the Borrowers Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrowers Borrower or the Administrative Agent as will enable the Borrowers Borrower or the Administrative Agent to determine whether or not such Lender is subject to any backup withholding (including 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 Section 2.17(f)(ii)(ASections 7(b)(i), 7(b)(ii) through (Eand 7(b)(iv) belowof this Addendum 1) 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. Upon Notwithstanding anything to the reasonable request contrary herein, a Lender shall be deemed to have satisfied the requirements of this Section 7 in respect of any deduction or withholding for or on account of tax imposed by the United Kingdom if such Lender has either (x) notified Borrower or Agent of its passport number under the Administrative Agent, any Lender shall update any form or certification previously delivered pursuant to this Section 2.17(f). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Lender, such Lender shall promptly HMRC treaty passport scheme (and for the avoidance of doubt, the provision by a Lender of its HMRC treaty passport scheme number in Schedule 1.1 hereto shall satisfy this requirement); or (y) submitted an application for withholding tax relief under the applicable income tax treaty to the appropriate tax authority, in each case without regard to whether any event within ten (10) days after such expiration, obsolescence or inaccuracy) notify the Company and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do sodocument required from HMRC has been obtained.

Appears in 2 contracts

Samples: Loan and Security Agreement (Replimune Group, Inc.), Loan and Security Agreement (Replimune Group, Inc.)

Status of Lenders. (i) Any Lender that is entitled to an exemption from, or reduction of, any applicable withholding Tax with respect to any payments under any Loan Credit Document shall deliver to the Borrowers Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrowers Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Company Borrower or the Administrative Agent as will permit such payments to be made without, or at a reduced rate of, withholding. In addition, any Lender, if reasonably requested by the Borrowers Borrower or the Administrative Agent, shall deliver such other documentation prescribed by law or reasonably requested by the Borrowers Borrower or the Administrative Agent as will enable the Borrowers Borrower or the Administrative Agent to determine whether or not such Lender is subject to any withholding (including 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 Section 2.17(f)(ii)(A) through (E) and Section 2.17(f)(iii) below) 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. Upon the reasonable request of any such Borrower or the Administrative Agent, any Lender shall update any form or certification previously delivered pursuant to this Section 2.17(f). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Lender, such Lender shall promptly (and in any event within ten (10) 10 days after such expiration, obsolescence or inaccuracy) notify the Company such Borrower and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so.

Appears in 2 contracts

Samples: Credit Agreement (Scansource Inc), Credit Agreement (Scansource, Inc.)

Status of Lenders. (i) Any Lender that is entitled to an exemption from, or reduction of, any applicable withholding Tax with respect to any payments under any Loan Credit Document shall deliver to the Borrowers Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrowers Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Company Borrower or the Administrative Agent as will permit such payments to be made without, or at a reduced rate of, withholding. In addition, any Lender, if reasonably requested by the Borrowers Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrowers Borrower or the Administrative Agent as will enable the Borrowers Borrower or the Administrative Agent to determine whether or not such Lender is subject to any withholding (including 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 Section 2.17(f)(ii)(A) through (E) and (iii) below) 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. Upon the reasonable request of any the Borrower or the Administrative Agent, any Lender shall update any form or certification previously delivered pursuant to this Section 2.17(f)) or notify the Borrower and the Administrative Agent of its legal inability to do so. If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Lender, such Lender shall promptly (and in any event within ten (10) 10 days after such expiration, obsolescence or inaccuracy) notify the Company Borrower and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so.

Appears in 2 contracts

Samples: Credit Agreement (Fortune Brands Home & Security, Inc.), Credit Agreement (Fortune Brands Home & Security, Inc.)

Status of Lenders. (i) Any Lender that is entitled to an exemption from, or reduction of, any applicable withholding Tax with respect to any payments made under any Loan Document shall deliver to the Borrowers Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrowers Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Company Borrower or the Administrative Agent as will permit such payments to be made without, without withholding or at a reduced rate of, of withholding. In addition, any Lender, if reasonably requested by the Borrowers Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrowers Borrower or the Administrative Agent as will enable the Borrowers Borrower or the Administrative Agent to determine whether or not such Lender is subject to any backup withholding (including 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 Section 2.17(f)(ii)(A2.16(f)(ii)(A), Section 2.16(f)(ii)(B) through (E) belowand Section 2.16(f)(ii)(D)) shall not be required if in the Lender’s 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. Upon the reasonable request of any the Borrower or the Administrative Agent, any Lender shall update any form or certification previously delivered pursuant to this Section 2.17(f2.16(f). If any form or certification previously delivered pursuant to this Section 2.16(f) expires or becomes obsolete or inaccurate in any respect with respect to a Lender, such Lender shall update such form or certification or promptly (and in any event within ten (10) days after such expiration, obsolescence or inaccuracy) notify the Company Borrower and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is its legally eligible inability to do so.

Appears in 2 contracts

Samples: Revolving Credit Agreement (MPLX Lp), Revolving Credit Agreement (Marathon Petroleum Corp)

Status of Lenders. (i) Any Lender that is entitled to an exemption from, or reduction of, any applicable withholding Tax with respect to any payments under any Loan Document shall deliver to the Borrowers Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrowers Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Company Borrower or the Administrative Agent as will permit such payments to be made without, or at a reduced rate of, withholding. In addition, any Lender, if requested by the Borrowers Borrower or the Administrative Agent, shall deliver such other documentation prescribed by law or reasonably requested by the Borrowers Borrower or the Administrative Agent as will enable the Borrowers Borrower or the Administrative Agent to determine whether or not such Lender is subject to any withholding (including 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 Section 2.17(f)(ii)(A2.17(f)(ii)(a) through (E) below) shall not be required if in the Lender’s 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. Upon the reasonable request of any the Borrower or the Administrative Agent, any Lender shall update any form or certification previously delivered pursuant to this Section 2.17(f). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Lender, such Lender shall promptly (and in any event within ten (10) days after such expiration, obsolescence or inaccuracy) notify the Company Borrower and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so.

Appears in 2 contracts

Samples: Credit Agreement (Maxim Integrated Products Inc), Credit Agreement (Viropharma Inc)

Status of Lenders. (i) Any Lender that is entitled to an exemption from, or reduction of, any applicable withholding Tax with respect to any payments under any Loan Document shall deliver to the Borrowers Borrower and the Administrative Agent, at the time or times prescribed by law or reasonably requested by the Borrowers Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by law or reasonably requested by the Company Borrower or the Administrative Agent as will permit such payments to be made without, or at a reduced rate of, withholding. In addition, any Lender, if requested by the Borrowers Borrower or the Administrative Agent, shall deliver such other documentation prescribed by law or reasonably requested by the Borrowers Borrower or the Administrative Agent as will enable the Borrowers Borrower or the Administrative Agent to determine whether or not such Lender is subject to any backup withholding (including 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 Section 2.17(f)(ii)(A2.17(f)(ii) through and (Eiii) below) shall not be required if in the Lender’s 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. Upon the reasonable request of any the Borrower or the Administrative Agent, any Lender shall update any form or certification previously delivered pursuant to this Section 2.17(f). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Lender, such Lender shall promptly (and in any event within ten (10) days after such expiration, obsolescence or inaccuracy) notify the Company Borrower and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so.

Appears in 2 contracts

Samples: Credit Agreement (Rogers Corp), Credit Agreement (Symmetry Medical Inc.)

Status of Lenders. (i) Any Lender that is entitled to an exemption from, or reduction of, any applicable withholding Tax with respect to any payments under any Loan Credit Document shall deliver to the Borrowers Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrowers Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Company Borrower or the Administrative Agent as will permit such payments to be made without, or at a reduced rate of, withholding. In addition, any Lender, if requested by the Borrowers any Borrower or the Administrative Agent, shall deliver such other documentation prescribed by law or reasonably requested by the Borrowers any Borrower or the Administrative Agent as will enable the Borrowers any Borrower or the Administrative Agent to determine whether or not such Lender is subject to any withholding (including backup withholding) or information reporting requirements. Notwithstanding Except as provided in Section 2.17(n) below, and 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 Section 2.17(f)(ii)(A) through (EF) below) shall not be required if in the Lender’s 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. Upon the reasonable request of any such Borrower or the Administrative Agent, any Lender shall update any form or certification previously delivered pursuant to this Section 2.17(f). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Lender, such Lender shall promptly upon request from the Borrower or the Administrative Agent (and other than in any event within ten (10) days after the case of inaccuracy, in which case, immediately upon such expiration, obsolescence or Lender becoming aware of the inaccuracy) notify the Company such Borrower and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so.

Appears in 2 contracts

Samples: Security Agreement (Manitowoc Foodservice, Inc.), Security Agreement (Manitowoc Foodservice, Inc.)

Status of Lenders. (i) Any Lender that is KEXIM or any other Person who becomes a lender under this Agreement pursuant to Section 10.04(b) (Assignments) (a “New Lender”), if entitled to an exemption from, from or reduction of, any applicable of withholding Tax with respect to any payments under any Loan Document made hereunder, shall deliver to the Borrowers Borrower and the Administrative KEXIM Facility Agent, at the time or times reasonably requested by the Borrowers Borrower or the Administrative KEXIM Facility Agent, such properly completed and executed documentation reasonably requested by the Company Borrower or the Administrative KEXIM Facility Agent as will permit such payments to be made without, without withholding or at a reduced rate of, of withholding. In addition, any KEXIM or New Lender, if reasonably requested by the Borrowers Borrower or the Administrative KEXIM Facility Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrowers Borrower or the Administrative KEXIM Facility Agent as will enable the Borrowers Borrower or the Administrative KEXIM Facility Agent to determine whether or not such KEXIM or New Lender is subject to any backup withholding (including 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 Section 2.17(f)(ii)(A4.06(e)(ii) through (EB) and (ii)(C) and Section 4.06(f) below) shall not be required if in the KEXIM’s or New Lender’s reasonable judgment such completion, execution or submission would subject such KEXIM or New Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such KEXIM or New Lender. Upon the reasonable request of any Borrower or the Administrative Agent, any Lender shall update any form or certification previously delivered pursuant to this Section 2.17(f). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Lender, such Lender shall promptly (and in any event within ten (10) days after such expiration, obsolescence or inaccuracy) notify the Company and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so.

Appears in 2 contracts

Samples: Kexim Direct Facility Agreement (Cheniere Energy Partners, L.P.), Kexim Direct Facility Agreement (Cheniere Energy Partners, L.P.)

Status of Lenders. (i) Any Lender that is entitled to an exemption from, or reduction of, any applicable of withholding Tax with respect to any payments made under any Loan Document shall deliver to the Borrowers Borrower and the Administrative Agent, Agent at the time or times reasonably requested by the Borrowers Borrower or the Administrative Agent, Agent such properly completed and executed documentation reasonably requested by the Company Borrower or the Administrative Agent as will permit such payments to be made without, without withholding or at a reduced rate of, of withholding. In addition, any Lender, if reasonably requested by the Borrowers Borrower or the Administrative Agent, shall deliver such other documentation prescribed by law applicable Law or as reasonably requested by the Borrowers Borrower or the Administrative Agent as will enable the Borrowers Borrower or the Administrative Agent to determine whether or not such Lender is subject to any backup withholding (including 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 Section 2.17(f)(ii)(A5.03(f)(ii)(A), (B) through or (E) belowD)) 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. Upon (ii) Without limiting the generality of the foregoing: (A) any Lender that is a U.S. Person shall deliver to Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of any Borrower or the Administrative Agent), any Lender shall update any form duly completed, valid, executed copies of IRS Form W-9 (or certification previously delivered pursuant to this Section 2.17(f). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Lender, successor form) certifying that such Lender shall promptly is exempt from U.S. Federal backup withholding Tax; (and in B) any event within ten (10) days after such expirationForeign Lender shall, obsolescence or inaccuracy) notify to the Company extent it is legally entitled to do so, deliver to Borrower and the Administrative Agent (in writing such number of copies as shall be requested by the Recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of Borrower or the Administrative Agent), whichever of the following is applicable: (1) in the case of a Foreign Lender claiming the benefits of an income Tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, duly completed, valid executed copies of IRS Form W-8BEN (or successor form) or IRS Form W-8BEN-E (or successor form) establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the “interest” article of such expiration, obsolescence or inaccuracy Tax treaty and update the form or certification if it is legally eligible (y) with respect to do so.any other

Appears in 2 contracts

Samples: Credit Agreement and Guaranty (IsoPlexis Corp), Credit Agreement and Guaranty (IsoPlexis Corp)

Status of Lenders. (i) Any Lender that is entitled to an exemption from, or reduction of, any applicable withholding Tax with respect to any payments under any Loan Document shall deliver to the Borrowers Borrower and the Administrative Agent, at the time or times prescribed by law or reasonably requested by the Borrowers Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by law or reasonably requested by the Company Borrower or the Administrative Agent as will permit such payments to be made without, or at a reduced rate of, withholding. In addition, any Lender, if requested by the Borrowers Borrower or the Administrative Agent, shall deliver such other documentation prescribed by law or reasonably requested by the Borrowers Borrower or the Administrative Agent as will enable the Borrowers Borrower or the Administrative Agent to determine whether or not such Lender is subject to any backup withholding (including 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 Section 2.17(f)(ii)(A2.17(f)(ii) through and (Eiii) below) shall not be required if in the Lender’s 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. Upon the reasonable request of any the Borrower or the Administrative Agent, any Lender shall update any form or certification previously delivered pursuant to this Section 2.17(f). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Lender, such Lender shall promptly (and in any event within ten (10) days after such expiration, obsolescence or inaccuracy) notify the Company Borrower and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form theform or certification if it is legally eligible to do so.

Appears in 2 contracts

Samples: Credit Agreement (Informatica Corp), Credit Agreement (Symmetry Medical Inc.)

Status of Lenders. (i) Any Lender that is entitled to an exemption from, from or reduction of, any applicable of withholding Tax with respect to any payments made under any Loan Document shall deliver to the Borrowers Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrowers Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Company Borrower or the Administrative Agent as will permit such payments to be made without, without withholding or at a reduced rate of, of withholding. In addition, any Lender, if reasonably requested by the Borrowers Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrowers Borrower or the Administrative Agent as will enable the Borrowers Borrower or the Administrative Agent to determine whether or not such Lender is subject to any backup withholding (including 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 Section 2.17(f)(ii)(A‎Section 2.08(e)(ii)(A), (ii)(B) through and (Eii)(D) below) 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. Upon (ii) Without limiting the generality of the foregoing, (A) any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of any the Borrower or the Administrative Agent), executed originals of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax; (B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable: (i) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed originals of IRS Form W-8BEN or W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (ii) executed originals of IRS Form W-8ECI; (iii) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit H-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN or W-8BEN-E; or (iv) to the extent a Foreign Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit H-2 or Exhibit H-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit H-4 on behalf of each such direct and indirect partner; (C) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and (D) if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall update deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower 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 or the Administrative Agent as may be necessary for the Borrower 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. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. Each Lender agrees that if any form or certification it previously delivered pursuant to this Section 2.17(f). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Lenderrespect, it shall update such Lender shall form or certification or promptly (and in any event within ten (10) days after such expiration, obsolescence or inaccuracy) notify the Company Borrower and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible its legal inability to do so.

Appears in 2 contracts

Samples: Credit Agreement (Retrophin, Inc.), Credit Agreement (Retrophin, Inc.)

Status of Lenders. (i) Any Lender that is entitled to an exemption from, or reduction of, any applicable withholding Tax with respect to any payments under any Loan Document this Agreement shall deliver to the Borrowers each Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrowers such Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Company such Borrower or the Administrative Agent as will permit such payments to be made without, or at a reduced rate of, withholding. In addition, any Lender, if requested by the Borrowers a Borrower or the Administrative Agent, shall deliver such other documentation prescribed by law or reasonably requested by the Borrowers a Borrower or the Administrative Agent as will enable the Borrowers such Borrower or the Administrative Agent to determine whether or not such Lender is subject to any withholding (including 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 Section 2.17(f)(ii)(Aclauses (A) through (E) of paragraph (f)(ii) below) shall not be required if in the Lender’s 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. Upon the reasonable request of any a Borrower or the Administrative Agent, any Lender shall update any form or certification previously delivered pursuant to this Section 2.17(f2.19(f). If any form or certification previously delivered pursuant to this Section 2.19(f) expires or becomes obsolete or inaccurate in any respect with respect to a Lender, such Lender shall promptly (and in any event within ten (10) days after such expiration, obsolescence or inaccuracy) notify the Company applicable Borrower, or the Borrower Agent on its behalf, and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so. Notwithstanding any other provision of this paragraph, a Lender shall not be required to deliver any form pursuant to this paragraph that it is not legally able to deliver.

Appears in 2 contracts

Samples: Credit Agreement (NCR Corp), Credit Agreement (NCR Atleos, LLC)

Status of Lenders. (i) Any Lender that is entitled to an exemption from, from or reduction of, any applicable of withholding Tax with respect to any payments made under any Loan Document shall deliver to the Borrowers and Designated Company (with a copy to the Administrative Agent), at the time or times reasonably requested by the Borrowers Designated Company or the Administrative Agent (and from time to time thereafter, as requested by the Designated Company or Administrative Agent), such properly completed and executed documentation reasonably requested by the Designated Company or the Administrative Agent as will permit such payments to be made without, without withholding or at a reduced rate of, of withholding. In addition, any Lender, if requested by the Borrowers Designated Company or the Administrative Agent, shall deliver such other documentation prescribed by law applicable Requirements of Law or reasonably requested by the Borrowers Designated Company or the Administrative Agent as will enable the Borrowers applicable Loan Parties or the Administrative Agent to determine whether or not such Lender is subject to any backup withholding (including backup withholding) or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation pursuant to this Section 2.15(e) (other than such documentation set forth in Section 2.17(f)(ii)(A2.15(e)(ii)(A) through and (Eii)(B) below) shall not be required if if, in the relevant Lender’s judgment 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. Upon the reasonable request of any Borrower or the Administrative Agent, any Each Lender shall update agrees that if any form or certification it previously delivered pursuant to this Section 2.17(f). If any form or certification previously delivered pursuant to this Section 2.15(e) expires or becomes obsolete or inaccurate in any respect with respect to a Lenderrespect, it shall update such Lender shall form or certification or promptly (and in any event within ten (10) days after such expiration, obsolescence or inaccuracy) notify the Designated Company and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible its legal inability to do so.

Appears in 2 contracts

Samples: Short Term Credit Agreement (Novelis Inc.), Term Credit Agreement (Novelis Inc.)

Status of Lenders. (i) Any Lender that is entitled to an exemption from, or reduction of, any applicable withholding Tax with respect to any payments under any Loan Credit Document shall deliver to the Borrowers Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrowers Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Company Borrower or the Administrative Agent as will permit such payments to be made without, or at a reduced rate of, withholding. In addition, any Lender, if reasonably requested by the Borrowers Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrowers Borrower or the Administrative Agent as will enable the Borrowers Borrower or the Administrative Agent to determine whether or not such Lender is subject to any withholding (including 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 Section 2.17(f)(ii)(A) through (E) and (iii) below) 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. Upon the reasonable request of any the Borrower or the Administrative Agent, any Lender shall update any form or certification previously delivered pursuant to this Section 2.17(f)) or notify the Borrower and the Administrative Agent of its legal inability to do so. If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Lender, such Lender shall promptly (and in any event within ten (10) 10 days after such expiration, obsolescence or inaccuracy) notify the Company Borrower and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so.

Appears in 2 contracts

Samples: First Amendment and Incremental Agreement (Fortune Brands Home & Security, Inc.), Credit Agreement (Fortune Brands Home & Security, Inc.)

Status of Lenders. (i) Any Lender that is entitled to an exemption from, or reduction of, any applicable withholding Tax with respect to any payments under any Loan Credit Document shall deliver to the Borrowers Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrowers Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Company Borrower or the Administrative Agent as will permit such payments to be made without, or at a reduced rate of, withholding. In addition, any Lender, if requested by the Borrowers Borrower or the Administrative Agent, shall deliver such other documentation prescribed by law or reasonably requested by the Borrowers Borrower or the Administrative Agent as will enable the Borrowers Borrower or the Administrative Agent to determine whether or not such Lender is subject to any withholding (including 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 Section 2.17(f)(ii)(A2.19(f)(ii)(A) through (E) below) shall not be required if in the Lender’s 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. Upon the reasonable request of any such Borrower or the Administrative Agent, any Lender shall update any form or certification previously delivered pursuant to this Section 2.17(f2.19(f). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Lender, such Lender shall promptly (and in any event within ten (10) 10 days after such expiration, obsolescence or inaccuracy) notify the Company such Borrower and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so.

Appears in 2 contracts

Samples: Credit and Guaranty Agreement (Douglas Dynamics, Inc), Credit and Guaranty Agreement (Douglas Dynamics, Inc)

Status of Lenders. (i) Any Lender that is entitled to an exemption from, or reduction of, any applicable withholding Tax with respect to any payments under any Loan Credit Document shall deliver to the Borrowers Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrowers Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Company Borrower or the Administrative Agent as will permit such payments to be made without, or at a reduced rate of, withholding. In addition, any Lender, if reasonably requested by the Borrowers Borrower or the Administrative Agent, shall deliver such other documentation prescribed by law or reasonably requested by the Borrowers Borrower or the Administrative Agent as will enable the Borrowers Borrower or the Administrative Agent to determine whether or not such Lender is subject to any withholding (including 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 Section 2.17(f)(ii)(A) through (E) and (iii) below) 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. Upon the reasonable request of any the Borrower or the Administrative Agent, any Lender shall update any form or certification previously delivered pursuant to this Section 2.17(f)) or notify the Borrower and the Administrative Agent of its legal inability to do so. If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Lender, such Lender shall promptly (and in any event within ten (10) 10 days after such expiration, obsolescence or inaccuracy) notify the Company Borrower and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so.

Appears in 2 contracts

Samples: Credit Agreement (Fortune Brands Home & Security, Inc.), Credit Agreement (Fortune Brands Home & Security, Inc.)

Status of Lenders. (i) Any Lender that is entitled to an exemption from, or reduction of, any applicable withholding Tax with respect to any payments under any Loan Document this Agreement shall deliver to the Borrowers Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrowers Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Company Borrower or the Administrative Agent as will permit such payments to be made without, or at a reduced rate of, withholding. In addition, any Lender, if requested by the Borrowers Borrower or the Administrative Agent, shall deliver such other documentation prescribed by law or reasonably requested by the Borrowers Borrower or the Administrative Agent as will enable the Borrowers Borrower or the Administrative Agent to determine whether or not such Lender is subject to any withholding (including 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 Section 2.17(f)(ii)(A2.14(f)(ii)(A) through (E) below) shall not be required if in the Lender’s 's judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense (or, in the case of a Change in Law, any incremental material unreimbursed cost or expense) or would materially prejudice the legal or commercial position of such Lender. Upon the reasonable request of any such Borrower or the Administrative Agent, any Lender shall update any form or certification previously delivered pursuant to this Section 2.17(f2.14(f). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Lender, such Lender shall promptly (and in any event within ten (10) 10 days after such expiration, obsolescence or inaccuracy) notify the Company such Borrower and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so.

Appears in 1 contract

Samples: Credit Agreement (American Equity Investment Life Holding Co)

Status of Lenders. (i) Any Lender that is entitled to an exemption fromfrom or reduction of withholding tax under the law of the jurisdiction in which the Borrower, Holdings or any other Loan Party, as the case may be, is resident for tax purposes, or reduction ofany treaty to which such jurisdiction is a party, any applicable withholding Tax with respect to any payments hereunder or under any other Loan Document shall deliver to the Borrowers Borrower, Holdings, such other Loan Party and the Administrative Agent, at the time or times reasonably requested by the Borrowers Borrower, Holdings, such other Loan Party or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Law, or reasonably requested by the Company Borrower, Holdings, such other Loan Party or the Administrative Agent Agent, as will permit such payments to be made without, without withholding or at a reduced rate of, of withholding. In addition, any Lender, if requested by the Borrowers Borrower, Holdings, any other Loan Party or the Administrative Agent, shall deliver such other documentation prescribed by law applicable Law or reasonably requested by the Borrowers Borrower, Holdings, such other Loan Party or the Administrative Agent as will enable the Borrowers Borrower, Holdings, such other Loan Party or the Administrative Agent to determine whether or not such Lender is subject to any backup withholding (including backup withholding) or information reporting requirements. Notwithstanding anything to the contrary Each Lender shall, whenever a lapse in the preceding two sentences, the completion, execution and submission of such time or change in circumstances renders any documentation (other than such including any specific documentation set forth required below in Section 2.17(f)(ii)(A) through (E) below) shall not be required if in the Lender’s 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. Upon the reasonable request of any Borrower or the Administrative Agent, any Lender shall update any form or certification previously delivered pursuant to this Section 2.17(f3.01(e). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete ) obsolete, expired or inaccurate in any respect with respect respect, deliver promptly to a Lenderthe Borrower, Holdings, such Lender shall promptly (and in any event within ten (10) days after such expiration, obsolescence or inaccuracy) notify the Company other Loan Party and the Administrative Agent in writing updated or other appropriate documentation or promptly notify the Borrower, Holdings, such other Loan Party and the Administrative Agent of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible its legal ineligibility to do so.. 18-22178-rdd Doc 51-1 Filed 02/06/18 Entered 02/06/18 17:00:35 Exhibit Pg 96 of 432 Without limiting the generality of the foregoing, if the Borrower or Holdings, as the case may be, is resident for tax purposes in the United States, any Foreign Lender shall deliver to the Borrower, Holdings and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement whichever of the following is applicable:

Appears in 1 contract

Samples: Credit Agreement

Status of Lenders. (i) Any Lender that is entitled to an exemption from, or reduction of, any applicable withholding Tax with respect to any payments under any Loan Document shall deliver to the Borrowers Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrowers Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Company Borrower or the Administrative Agent as will permit such payments to be made without, or at a reduced rate of, withholding. In addition, any Lender, if reasonably requested by the Borrowers Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrowers Borrower or the Administrative Agent as will enable the Borrowers Borrower or the Administrative Agent to determine whether or not such Lender is subject to any withholding (including 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 Section 2.17(f)(ii)(A2.16(f)(ii)(A) through (E2.16(f)(ii)(F) belowand Section 2.16(f)(iii)) shall not be required if in the Lender’s 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. Upon the reasonable request of any the Borrower or the Administrative Agent, any Lender shall update any form or certification previously delivered pursuant to this Section 2.17(f2.16(f). If any form or certification previously delivered pursuant to this Section 2.16(f) expires or becomes obsolete or inaccurate in any respect with respect to a Lender, such Lender shall promptly (and in any event within ten (10) 10 days after such expiration, obsolescence or inaccuracy) notify the Company Borrower and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so.

Appears in 1 contract

Samples: Revolving Credit Agreement (Marathon Petroleum Corp)

Status of Lenders. (i) Any Lender that is entitled to an exemption from, from or reduction of, any applicable of withholding Tax with respect to any payments made under any Loan Document shall deliver to the Borrowers and the Administrative Agent, at the time or times reasonably requested by the Borrowers or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Company Borrowers or the Administrative Agent as will permit such payments to be made without, without withholding or at a reduced rate of, of withholding. In addition, any Lender, if reasonably requested by the Borrowers or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrowers or the Administrative Agent as will enable the Borrowers or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements and to comply with any withholding (including backup withholding) or such 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 Section 2.17(f)(ii)(A), (ii)(B) through and (Eii)(D) below) 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. Upon (ii) Without limiting the generality of the foregoing, in the event that any Borrower is a U.S. Person: (iii) any Lender that is a U.S. Person shall deliver to such Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of any such Borrower or the Administrative Agent), executed copies of IRS Form W-9 (or any successor form) certifying that such Lender is exempt from U.S. Federal backup withholding tax; (iv) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to such Borrower and the Administrative Agent (in such number of copies as shall update any form be requested by the recipient) on or certification previously delivered pursuant prior to the date on which such Foreign Lender becomes a Lender under this Section 2.17(fAgreement (and from time to time thereafter upon the reasonable request of such Borrower or the Administrative Agent). If any form or certification previously delivered pursuant , whichever of the following is applicable; (A) in the case of a Foreign Lender claiming the benefits of an income tax treaty to this Section expires or becomes obsolete or inaccurate in any respect which the United States is a party (x) with respect to payments of interest under 79 any Loan Document, executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E (or any applicable successor form) establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or IRS Form W-8BEN-E (or any applicable successor form) establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (B) in the case of a LenderForeign Lender claiming that its extension of credit will generate U.S. effectively connected income, executed copies of IRS Form W-8ECI; (C) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit F-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of such Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E (or any applicable successor form); or (D) to the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit F-2 or Exhibit F-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable (including any applicable successor form); provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit F-4 on behalf of each such direct and indirect partner; (v) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to such Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of such Borrower or the Administrative Agent), executed copies of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. Federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit such Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and (vi) if a payment made to a Lender under any Loan Document would be subject to U.S. Federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall promptly (and in any event within ten (10) days after deliver to such expiration, obsolescence or inaccuracy) notify the Company Borrower and the Administrative Agent in writing at the time or times prescribed by law and at such time or times reasonably requested by such Borrower 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 expiration, obsolescence additional documentation reasonably requested by such Borrower or inaccuracy the Administrative Agent as may be necessary for such Borrower and update the form Administrative Agent to comply with their obligations under FATCA and to determine that such Xxxxxx has complied with such Xxxxxx’s obligations under FATCA or certification if it is legally eligible to do so.determine the amount to deduct and withhold from such 80

Appears in 1 contract

Samples: Credit Agreement (Winnebago Industries Inc)

Status of Lenders. (i) Any Lender that is entitled to an exemption from, or reduction of, any applicable withholding Tax with respect to any payments under any Loan Document this Agreement shall deliver to the Borrowers and the Administrative Agent, at the time or times reasonably requested by the Borrowers or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Company Borrowers or the Administrative Agent as will permit such payments to be made without, or at a reduced rate of, withholding. In addition, any Lender, if requested by the Borrowers or the Administrative Agent, shall deliver such other documentation prescribed by law or reasonably requested by the Borrowers or the Administrative Agent as will enable the Borrowers or the Administrative Agent to determine whether or not such Lender is subject to any withholding (including 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 Section 2.17(f)(ii)(A2.16(f)(ii)(A) through (E) below) shall not be required if in the Lender’s 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. Upon the reasonable request of any Borrower the Borrowers or the Administrative Agent, any Lender shall update any form or certification previously delivered pursuant to this Section 2.17(f2.16(f). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Lender, such Lender shall promptly (and in any event within ten (10) 10 days after such expiration, obsolescence or inaccuracy) notify the Company Borrowers and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so.

Appears in 1 contract

Samples: Credit Agreement (Telvent Git S A)

Status of Lenders. (i) Any Lender that is entitled to an exemption from, or reduction of, any applicable withholding Tax with respect to any payments under any Loan Document shall deliver to the Borrowers Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrowers Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by law or reasonably requested by the Company Borrower or the Administrative Agent as will permit such payments to be made without, or at a reduced rate of, withholding. In addition, any Lender, if requested by the Borrowers Borrower or the Administrative Agent, shall deliver such other documentation prescribed by law or reasonably requested by the Borrowers Borrower or the Administrative Agent as will enable the Borrowers Borrower or the Administrative Agent to determine whether or not such Lender is subject to any withholding (including 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 Section 2.17(f)(ii)(A) through (E) below) shall not be required if in the Lender’s 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. Upon the reasonable request of any the Borrower or the Administrative Agent, any Lender shall update any form or certification previously delivered pursuant to this Section 2.17(f). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Lender, such Lender shall promptly (and in any event within ten (10) days after such expiration, obsolescence or inaccuracy) notify the Company Borrower and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so.

Appears in 1 contract

Samples: Credit Agreement (Taleo Corp)

Status of Lenders. (i) Any Lender that is entitled to an exemption from, from or reduction of, any applicable of U.S. federal withholding Tax tax with respect to any payments hereunder or under any other Loan Document shall deliver to the Borrowers and (with a copy to the Administrative Agent), at the time or times prescribed by applicable law or as are reasonably requested by the Borrowers or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Company or the Administrative Agent as will permit such payments to be made without, without withholding or at a reduced rate of, of withholding. In addition, any Lender, if requested by the Borrowers or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrowers or the Administrative Agent Agent, including IRS Form W-9, as will enable the Borrowers or the Administrative Agent to determine whether or not such Lender is subject to any backup withholding (including 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 Section 2.17(f)(ii)(A3.01(e)(A), (B) through or (ED) or the last paragraph of this Section 3.01 below) 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. Upon Without limiting the generality of the foregoing any Lender that is a U.S. Person shall deliver to the Borrowers and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable written request of the Borrowers or the Administrative Agent), executed copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax; any Borrower Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrowers and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Borrowers or the Administrative Agent, any but only if such Foreign Lender shall update any form or certification previously delivered pursuant to this Section 2.17(f). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Lender, such Lender shall promptly (and in any event within ten (10) days after such expiration, obsolescence or inaccuracy) notify the Company and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible entitled to do so.), whichever of the following is applicable:

Appears in 1 contract

Samples: Credit Agreement (Project Angel Parent, LLC)

Status of Lenders. (i) Any Lender that is entitled to an exemption from, or reduction of, any applicable withholding Tax with respect to any payments under any Loan Credit Document shall deliver to the Borrowers Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrowers Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Company Borrower or the Administrative Agent as will permit such payments to be made without, or at a reduced rate of, withholding (including backup withholding). In addition, any Lender, if requested by the Borrowers Borrower or the Administrative Agent, shall deliver such other documentation prescribed by law or reasonably requested by the Borrowers Borrower or the Administrative Agent as will enable the Borrowers Borrower or the Administrative Agent to determine whether or not such Lender is subject to any withholding (including 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 Section 2.17(f)(ii)(A2.20(f)(ii)(A) through (E) below) shall not be required if in the Lender’s judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense (or, in the case of a Change in Law, any incremental material unreimbursed cost or expense) or would materially prejudice the legal or commercial position of such Lender. Upon the reasonable request of any such Borrower or the Administrative Agent, any Lender shall update any form or certification previously delivered pursuant to this Section 2.17(f)2.20. If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Lender, such Lender shall promptly (and in any event within ten (10) 10 days after such expiration, obsolescence or inaccuracy) notify the Company Borrower and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Digitalglobe, Inc.)

Status of Lenders. (i) Any Lender that is entitled to an exemption from, from or reduction of, any applicable of withholding Tax with respect to any payments made under any Loan Document shall deliver to the Borrowers and the Administrative Agent, at the time or times reasonably requested by the Borrowers or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Company Borrowers or the Administrative Agent as will permit such payments to be made without, without withholding or at a reduced rate of, of withholding. In addition, any Lender, if reasonably requested by the Borrowers or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrowers or the Administrative Agent as will enable the Borrowers or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements and to comply with any withholding (including backup withholding) or such 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 Section 2.17(f)(ii)(A) through , (Eii)(B) and (ii)(D) below) 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. Upon (ii) Without limiting the generality of the foregoing, in the event that any Borrower is a U.S. Person: (iii) any Lender that is a U.S. Person shall deliver to such Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of any such Borrower or the Administrative Agent), executed copies of IRS Form W-9 (or any successor form) certifying that such Lender is exempt from U.S. Federal backup withholding tax; (iv) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to such Borrower and the Administrative Agent (in such number of copies as shall update any form be requested by the recipient) on or certification previously delivered pursuant prior to the date on which such Foreign Lender becomes a Lender under this Section 2.17(f72 Agreement (and from time to time thereafter upon the reasonable request of such Borrower or the Administrative Agent). If any form or certification previously delivered pursuant , whichever of the following is applicable; (A) in the case of a Foreign Lender claiming the benefits of an income tax treaty to this Section expires or becomes obsolete or inaccurate in any respect which the United States is a party (x) with respect to payments of interest under any Loan Document, executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E (or any applicable successor form) establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or IRS Form W-8BEN-E (or any applicable successor form) establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (B) in the case of a LenderForeign Lender claiming that its extension of credit will generate U.S. effectively connected income, executed copies of IRS Form W-8ECI; (C) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit F-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of such Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate ”) and (y) executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E (or any applicable successor form); or (D) to the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit F-2 or Exhibit F-3 , IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable (including any applicable successor form); provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit F-4 on behalf of each such direct and indirect partner; (v) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to such Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of such Borrower or the Administrative Agent), executed copies of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. Federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit such Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and (vi) if a payment made to a Lender under any Loan Document would be subject to U.S. Federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall promptly (and in any event within ten (10) days after deliver to such expiration, obsolescence or inaccuracy) notify the Company Borrower and the Administrative Agent in writing of at the time or times prescribed by law and at such expiration, obsolescence time or inaccuracy and update times reasonably requested by such Borrower or the form or certification if it is legally eligible to do so.Administrative Agent such documentation prescribed by 73

Appears in 1 contract

Samples: Credit Agreement (Winnebago Industries Inc)

Status of Lenders. (i) Any Lender that is entitled to an exemption from, or reduction of, any applicable withholding Tax with respect to any payments under any Loan Document this Agreement shall deliver to the Borrowers Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrowers Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Company Borrower or the Administrative Agent as will permit such payments to be made without, or at a reduced rate of, withholding. In addition, any Lender, if requested by the Borrowers Borrower or the Administrative Agent, shall deliver such other documentation prescribed by law or reasonably requested by the Borrowers Borrower or the Administrative Agent as will enable the Borrowers Borrower or the Administrative Agent to determine whether or not such Lender is subject to any withholding (including 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 Section 2.17(f)(ii)(A2.20(f)(ii)(A) through (E) below) shall not be required if in the Lender’s judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense (or, in the case of a Change in Law, any incremental material unreimbursed cost or expense) or would materially prejudice the legal or commercial position of such Lender. Upon the reasonable request of any Borrower or the Administrative Agent, any Lender shall update any form or certification previously delivered pursuant to this Section 2.17(f2.20(f). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Lender, such Lender shall promptly (and in any event within ten (10) 10 days after such expiration, obsolescence or inaccuracy) notify the Company Borrower and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (NewPage CORP)

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