Tax Documentation. (i) Each Lender shall deliver to the Borrower and to the Administrative Agent, at the time it becomes a party to this Agreement, at the time or times prescribed by applicable Laws, when reasonably requested by the Borrower or the Administrative Agent, and promptly upon the obsolescence, invalidity or expiration of any form previously provided by such Lender, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other reasonably requested information as will permit the Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not payments made hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender pursuant to this Agreement, any other Loan Document or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction. Notwithstanding anything to the contrary in the preceding sentence, the completion, execution and submission of such documentation (other than such documentation set forth in paragraphs (ii), (iii), and, in the case of the Initial Lender, (iv) below) shall not be required if in the Lender’s reasonable judgment the completion, execution or submission of such documentation would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. (ii) Without limiting the generality of the foregoing, any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Code shall deliver to the Borrower and the Administrative Agent executed originals of IRS Form W-9 (and any applicable successor form) and such other documentation or information prescribed by applicable Laws or reasonably requested by the Borrower or the Administrative Agent certifying that such Lender is exempt from U.S. federal backup withholding tax. The forms described in this Section 3.01(e)(ii) shall be provided by each Lender to the Borrower and the Administrative Agent at the time such Lender becomes a party to this Agreement, at the time or times prescribed by applicable Laws, when reasonably requested by the Borrower or the Administrative Agent, and promptly upon the obsolescence, invalidity or expiration of any form previously provided by such Lender.
Appears in 2 contracts
Sources: Margin Loan Agreement (Gazit-Globe LTD), Margin Loan Agreement (Gazit-Globe LTD)
Tax Documentation. (i) Each Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to the Borrower and (with a copy to the Administrative Agent, at the time it becomes a party to this Agreement), at the time or times prescribed by applicable Laws, when law or reasonably requested by the Borrower or the Administrative Agent, and promptly upon the obsolescence, invalidity or expiration of any form previously provided by such LenderBorrower, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other reasonably requested information law as will permit such payments to be made without withholding or at a reduced rate. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the case may be, Borrower or the Administrative Agent to determine (A) whether or not payments made hereunder or under any other Loan Document are such Lender is subject to Taxes, (B) if applicable, the required rate of backup withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender pursuant to this Agreement, any other Loan Document or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdictioninformation reporting requirements. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation (other than such documentation set forth in paragraphs (ii), (iii), and, in the case of the Initial Lender, (ivSection 2.16(f)(ii) below) shall not be required if in the Lender’s reasonable judgment the such completion, execution or submission of such documentation would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.
(ii) Without limiting the generality of the foregoing, :
(A) any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Code U.S. Person shall deliver to the Borrower and the Administrative Agent executed originals of IRS Form W-9 (and any applicable successor form) and such other documentation or information prescribed by applicable Laws or additional copies as shall be reasonably requested by the recipient) on or prior to the date on which such ▇▇▇▇▇▇ becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent Agent), duly completed and executed copies of Internal Revenue Service Form W-9 or any successor form certifying that such Lender is exempt from U.S. federal backup withholding tax. The forms described in this Section 3.01(e)(ii; and
(B) each Foreign Lender shall be provided by each Lender deliver to the Borrower and the Administrative Agent at (in such number of copies as shall be requested by the time recipient) on or prior to the date on which such Foreign Lender becomes a party Lender under this Agreement (and from time to this Agreement, at time thereafter upon the time or times prescribed by applicable Laws, when reasonably requested by reasonable request of the Borrower or the Administrative Agent, and promptly upon but only if such Foreign Lender is legally entitled to do so), whichever of the obsolescence, invalidity or expiration of any form previously provided by such Lender.following is applicable:
Appears in 2 contracts
Sources: Senior Secured Revolving Credit Agreement (Sixth Street Specialty Lending, Inc.), Senior Secured Revolving Credit Agreement (Sixth Street Lending Partners)
Tax Documentation. (i) Each Lender (and each participant of a Lender) shall deliver to the Borrower and to the Administrative Agent, at the time it becomes a party to this Agreement, at the time or times prescribed by applicable Laws, law or when reasonably requested by the Borrower or the Administrative Agent, and promptly upon the obsolescence, invalidity or expiration of any form previously provided by such Lender, such properly completed and executed documentation prescribed by applicable Laws law or by the taxing authorities of any jurisdiction and such other reasonably requested information as will permit the Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not payments made hereunder under this Agreement or under any other Loan Credit Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, deduction and (C) the entitlement of such Lender (or participant of a Lender’s entitlement ) to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender (or participant of a Lender) by the Borrower pursuant to this Agreement, any other Loan Document Agreement or otherwise to establish the status of such Lender (or participant of a Lender’s status ) for withholding tax Tax purposes in the applicable jurisdiction. Notwithstanding anything to the contrary in the preceding sentence, the completion, execution and submission of such documentation (other than such documentation set forth in paragraphs (ii), (iii), and, in the case of the Initial Lender, (iv) below) shall not be required if in the Lender’s reasonable judgment the completion, execution or submission of such documentation would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.
(ii) Without limiting the generality of the foregoing:
(i) Any Lender (or participant of a Lender) that is not a Foreign Lender shall deliver to the Borrower and the Agent executed originals of IRS Form W-9 or such other documentation or information prescribed by applicable law or reasonably requested by the Borrower or the Agent as will enable the Borrower or the Agent, any as the case may be, to determine whether or not such Lender (or participant of a Lender) is subject to backup withholding or information reporting requirements.
(ii) Each Foreign Lender that is entitled under the Code or any applicable treaty to an exemption from, or reduction in, U.S. withholding Tax with respect to payments under this Agreement or under any other Credit Document shall deliver to the Borrower and the 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 “United States person” within Lender under this Agreement (and from time to time thereafter upon the meaning request of the Borrower or the Agent, but only if such Foreign Lender is legally entitled to do so), properly completed and executed IRS Forms W-8BEN, W-8ECI, or W-8IMY (including all required attachments) certifying as to the Foreign Lender’s entitlement to an exemption from, or reduction in, U.S. withholding Tax with respect to payments under this Agreement or under any other Credit Document.
(iii) Any Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 7701(a)(30871(h) or Section 881(c) of the Code shall deliver to the Borrower and the Administrative Agent not only properly completed and executed originals IRS Forms W-8BEN pursuant to Section 4.4(f)(ii), but shall at the same time also deliver to the Borrower and the Agent a certificate to the effect that such Foreign Lender (and, in the event that the Foreign Lender is an entity classified for U.S. federal income tax purposes as a Disregarded Entity or as a partnership, each member of IRS Form W-9 such entity) is neither (A) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the Borrower within the meaning of section 881(c)(3)(B) of the Code, nor (C) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code.
(iv) If a payment made to a Lender under any Credit 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 deliver to the Borrower and any applicable successor form) and such other documentation the Agent at the time or information times prescribed by applicable Laws law and at such time or times reasonably requested by the Borrower or the Administrative Agent certifying that such Lender is exempt from U.S. federal backup withholding tax. The forms described in this Section 3.01(e)(ii) shall be provided by each Lender to the Borrower and the Administrative Agent at the time such Lender becomes a party to this Agreement, at the time or times documentation prescribed by applicable Laws, when 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 AgentAgent as may be necessary for the Borrower and the 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 (iv), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.
(v) Each Lender (and each participant of a Lender) shall promptly (A) notify the Borrower and the Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and promptly upon (B) take such steps as shall not be disadvantageous to it, in the obsolescencereasonable judgment of such Lender (or participant of a Lender), invalidity or expiration and as may be reasonably necessary (including the re-designation of its lending office) to avoid any requirement of applicable law of any form previously provided by jurisdiction that the Borrower or the Agent make any withholding or deduction for Taxes from amounts payable to such Lender (or participant of a Lender).
Appears in 2 contracts
Sources: Credit Agreement (Integrys Energy Group, Inc.), Credit Agreement (Integrys Energy Group, Inc.)
Tax Documentation. (i) Each If the Administrative Agent or any Lender is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Credit Document, the Administrative Agent or such Lender shall deliver deliver, to the extent it is legally entitled to do so, to the Borrower Representative and to the Administrative Agent, at the time it becomes a party to this Agreement, at the time or times prescribed by applicable Laws, when reasonably requested in writing by the Borrower Representative or the Administrative Agent, and promptly upon the obsolescence, invalidity or expiration of any form previously provided by such Lender, such properly completed and executed documentation prescribed that is required by applicable Laws law or the administrative practice of any Governmental Authority and that is reasonably requested in writing by the taxing authorities of any jurisdiction and such other reasonably requested information Borrower Representative or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, the Administrative Agent or any Lender, if reasonably requested in writing by the Borrower Representative or the Administrative Agent, as the case may beshall, to the extent it is legally entitled to do so, deliver such other documentation prescribed by applicable law and reasonably requested in writing by the Borrower Representative or the Administrative Agent as will enable the Borrower Representative or the Administrative Agent to determine (A) whether or not payments made hereunder or under any other Loan Document are such Lender is subject to Taxes, (B) if applicable, the required rate of backup withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender pursuant to this Agreement, any other Loan Document or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction. Notwithstanding anything to the contrary in the preceding sentence, the completion, execution and submission of such documentation (other than such documentation set forth in paragraphs (ii), (iii), and, in the case of the Initial Lender, (iv) below) shall not be required if in the Lender’s reasonable judgment the completion, execution or submission of such documentation would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lenderinformation reporting requirements.
(ii) Without limiting the generality of the foregoing,
(A) the Administrative Agent shall, to the extent legally entitled to do so, deliver to the Borrower Representative on or prior to the date on which it becomes the Administrative Agent under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower Representative), executed originals of the applicable IRS Form W-8/W-9;
(B) any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Code U.S. Person shall deliver to the Borrower Representative 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 Representative or the Administrative Agent), executed originals of IRS Form W-9 (and any applicable successor form) and such other documentation or information prescribed by applicable Laws or reasonably requested by the Borrower or the Administrative Agent certifying that such Lender is exempt from U.S. federal backup withholding tax. The forms described in this Section 3.01(e)(ii;
(C) shall be provided by each any Lender that is not a U.S. Person shall, to the extent it is legally entitled to do so, deliver to the Borrower Representative and the Administrative Agent at (in such number of copies as shall be requested by the time recipient) on or prior to the date on which such Lender becomes a party Lender under this Agreement (and from time to this Agreement, at time thereafter upon the time or times prescribed by applicable Laws, when reasonably requested by reasonable request of the Borrower Representative or the Administrative Agent), whichever of the following is applicable:
(1) in the case of a 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 Credit Document, executed originals of IRS Form W-8BEN or W-8BEN-E (as appropriate) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and promptly (y) with respect to any other applicable payments under any Credit Document, IRS Form 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;
(2) executed originals of IRS Form W-8ECI;
(3) in the case of a Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Internal Revenue Code, (x) a certificate substantially in the form of Exhibit F-1 to the effect that such Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, a “10 percent shareholder” of any Borrower within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Internal Revenue Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN or W-8BEN-E (as appropriate); or
(4) to the extent a 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 (as appropriate), 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; provided that if the Lender is a partnership and one or more direct or indirect partners of such Lender are claiming the portfolio interest exemption, such 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; and
(D) the Administrative Agent and any Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower Representative and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which the Administrative Agent or such Lender becomes the Administrative Agent or a Lender under this Agreement (and from time to time thereafter upon the obsolescencereasonable request of the Borrower Representative or the Administrative Agent), invalidity or expiration executed originals of any other form previously provided 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 Lendersupplementary documentation as may be prescribed by applicable law to permit the Borrower Representative, withholding agent or Administrative Agent to determine the withholding or deduction required to be made.
Appears in 2 contracts
Sources: Credit and Guaranty Agreement and Pledge and Security Agreement (Lannett Co Inc), Credit and Guaranty Agreement (Lannett Co Inc)
Tax Documentation. (i) Each Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to the Borrower and (with a copy to the Administrative Agent, at the time it becomes a party to this Agreement), at the time or times prescribed by applicable Laws, when law or reasonably requested by the Borrower or the Administrative Agent, and promptly upon the obsolescence, invalidity or expiration of any form previously provided by such LenderBorrower, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other reasonably requested information law as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the case may be, Borrower or the Administrative Agent to determine (A) whether or not payments made hereunder or under any other Loan Document are such Lender is subject to Taxes, (B) if applicable, the required rate of backup withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender pursuant to this Agreement, any other Loan Document or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdictioninformation reporting requirements. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation (other than such documentation set forth in paragraphs (ii), (iii), and, in the case of the Initial Lender, (ivSection 2.16(f)(ii) below) shall not be required if in the Lender’s reasonable judgment the such completion, execution or submission of such documentation would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.
(ii) Without limiting the generality of the foregoing, :
(A) any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Code Person shall deliver to the Borrower and the Administrative Agent executed originals of IRS Form W-9 (and any applicable successor form) and such other documentation or information prescribed by applicable Laws or additional copies as shall be reasonably requested by the recipient) 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 Agent), duly completed and executed copies of Internal Revenue Service Form W-9 or any successor form certifying that such Lender is exempt from U.S. federal backup withholding tax. The forms described in this Section 3.01(e)(ii) shall be provided by each Lender to the Borrower and the Administrative Agent at the time such Lender becomes a party to this Agreement, at the time or times prescribed by applicable Laws, when reasonably requested by the Borrower or the Administrative Agent, and promptly upon the obsolescence, invalidity or expiration of any form previously provided by such Lender.; and
Appears in 2 contracts
Sources: Senior Secured Revolving Credit Agreement (Crescent Capital BDC, Inc.), Senior Secured Revolving Credit Agreement (Owl Rock Core Income Corp.)
Tax Documentation. (i) Each Lender (and each participant of a Lender) shall deliver to the Borrower and to the Administrative Agent, at the time it becomes a party to this Agreement, at the time or times prescribed by applicable Laws, law or when reasonably requested by the Borrower or the Administrative Agent, and promptly upon the obsolescence, invalidity or expiration of any form previously provided by such Lender, such properly completed and executed documentation prescribed by applicable Laws law or by the taxing authorities of any jurisdiction and such other reasonably requested information as will permit the Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not payments made hereunder under this Agreement or under any other Loan Credit Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, deduction and (C) the entitlement of such Lender (or participant of a Lender’s entitlement ) to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender (or participant of a Lender) by the Borrower pursuant to this Agreement, any other Loan Document Agreement or otherwise to establish the status of such Lender (or participant of a Lender’s status ) for withholding tax Tax purposes in the applicable jurisdiction. Notwithstanding anything to the contrary in the preceding sentence, the completion, execution and submission of such documentation (other than such documentation set forth in paragraphs (ii), (iii), and, in the case of the Initial Lender, (iv) below) shall not be required if in the Lender’s reasonable judgment the completion, execution or submission of such documentation would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.
(ii) Without limiting the generality of the foregoing:
(i) Any Lender (or participant of a Lender) that is not a Foreign Lender shall deliver to the Borrower and the Agent executed originals of IRS Form W-9 or such other documentation or information prescribed by applicable law or reasonably requested by the Borrower or the Agent as will enable the Borrower or the Agent, any as the case may be, to determine whether or not such Lender (or participant of a Lender) is subject to backup withholding or information reporting requirements.
(ii) Each Foreign Lender that is entitled under the Code or any applicable treaty to an exemption from, or reduction in, U.S. withholding Tax with respect to payments under this Agreement or under any other Credit Document shall deliver to the Borrower and the 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 “United States person” within Lender under this Agreement (and from time to time thereafter upon the meaning request of the Borrower or the Agent, but only if such Foreign Lender is legally entitled to do so), properly completed and executed IRS Forms W-8BEN, W-8ECI, or W-8IMY (including all required attachments) certifying as to the Foreign Lender’s entitlement to an exemption from, or reduction in, U.S. withholding Tax with respect to payments under this Agreement or under any other Credit Document.
(iii) Any Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 7701(a)(30871(h) or Section 881(c) of the Code shall deliver to the Borrower and the Administrative Agent not only properly completed and executed originals of IRS Form W-9 (and any applicable successor form) and such other documentation or information prescribed by applicable Laws or reasonably requested by Forms W-8BEN pursuant to Section 4.4(f)(ii), but shall at the Borrower or the Administrative Agent certifying that such Lender is exempt from U.S. federal backup withholding tax. The forms described in this Section 3.01(e)(ii) shall be provided by each Lender same time also deliver to the Borrower and the Administrative Agent at a certificate to the time effect that such Foreign Lender (and, in the event that the Foreign Lender is an entity classified for U.S. federal income tax purposes as a Disregarded Entity or as a partnership, each member of such entity) is neither (A) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the Borrower within the meaning of section 881(c)(3)(B) of the Code, nor (C) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code.
(iv) Each Lender (and each participant of a Lender) shall promptly (A) notify the Borrower and the Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (B) take such steps as shall not be disadvantageous to it, in the reasonable judgment of such Lender becomes (or participant of a party Lender), and as may be reasonably necessary (including the re-designation of its lending office) to this Agreement, at the time or times prescribed by avoid any requirement of applicable Laws, when reasonably requested by law of any jurisdiction that the Borrower or the Administrative Agent, and promptly upon the obsolescence, invalidity Agent make any withholding or expiration deduction for Taxes from amounts payable to such Lender (or participant of any form previously provided by such a Lender).
Appears in 2 contracts
Sources: Credit Agreement (Integrys Energy Group, Inc.), Credit Agreement (Integrys Energy Group, Inc.)
Tax Documentation. (i) Each Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to the Borrower and (with a copy to the Administrative Agent, at the time it becomes a party to this Agreement), at the time or times prescribed by applicable Laws, when law or reasonably requested by the Borrower or the Administrative Agent, and promptly upon the obsolescence, invalidity or expiration of any form previously provided by such LenderBorrower, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other reasonably requested information law as will permit such payments to be made without withholding or at a reduced rate. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the case may be, Borrower or the Administrative Agent to determine (A) whether or not payments made hereunder or under any other Loan Document are such 57 Revolving Credit Agreement Lender is subject to Taxes, (B) if applicable, the required rate of backup withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender pursuant to this Agreement, any other Loan Document or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdictioninformation reporting requirements. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation (other than such documentation set forth in paragraphs (ii), (iii), and, in the case of the Initial Lender, (ivSection 2.16(f)(ii) below) shall not be required if in the Lender’s reasonable judgment the such completion, execution or submission of such documentation would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.
(ii) Without limiting the generality of the foregoing, :
(A) any Lender that is a “United States person” within the meaning of (as defined under Section 7701(a)(30) of the Code Code) shall deliver to the Borrower and the Administrative Agent executed originals of IRS Form W-9 (and any applicable successor form) and such other documentation or information prescribed by applicable Laws or additional copies as shall be reasonably requested by the recipient) on or prior to the date on which such Lender become a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent Agent), duly completed and executed copies of Internal Revenue Service Form W-9 or any successor form certifying that such Lender is exempt from U.S. federal backup withholding tax. The forms described in this Section 3.01(e)(ii; and
(B) each Foreign Lender shall be provided by each Lender deliver to the Borrower and the Administrative Agent at (in such number of copies as shall be requested by the time recipient) on or prior to the date on which such Foreign Lender becomes a party Lender under this Agreement (and from time to this Agreement, at time thereafter upon the time or times prescribed by applicable Laws, when reasonably requested by reasonable request of the Borrower or the Administrative Agent, and promptly upon but only if such Foreign Lender is legally entitled to do so), whichever of the obsolescence, invalidity or expiration of any form previously provided by such Lender.following is applicable:
Appears in 2 contracts
Sources: Senior Secured Revolving Credit Agreement, Senior Secured Revolving Credit Agreement (Carlyle GMS Finance, Inc.)
Tax Documentation. (i) Each Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to the Borrower and (with a copy to the Administrative Agent, at the time it becomes a party to this Agreement), at the time or times prescribed by applicable Laws, when law or as reasonably requested by the Borrower or the Administrative Agent, and promptly upon the obsolescence, invalidity or expiration of any form previously provided by such LenderBorrower, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other reasonably requested information law as will permit such payments to be made without withholding or at a reduced rate. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the case may be, Borrower or the Administrative Agent to determine (A) whether or not payments made hereunder or under any other Loan Document are such Lender is subject to Taxes, (B) if applicable, the required rate of backup withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender pursuant to this Agreement, any other Loan Document or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdictioninformation reporting requirements. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation (other than such documentation set forth in paragraphs Section 2.16(f)(ii)(A) and (ii), (iii), and, in the case of the Initial Lender, (ivB) below) shall not be required if in the Lender’s reasonable judgment the such completion, execution or submission of such documentation would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.
(ii) Without limiting the generality of the foregoing, :
(A) any Lender that is a “United States person” within the meaning of (as defined under Section 7701(a)(30) of the Code Code) shall deliver to the Borrower and the Administrative Agent executed originals of IRS Form W-9 (and any applicable successor form) and such other documentation or information prescribed by applicable Laws or additional copies as shall be reasonably requested by the recipient) on or prior to the date on which such Lender become a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent Agent), duly completed and executed copies of Internal Revenue Service Form W-9 or any successor form certifying that such Lender is exempt from U.S. federal backup withholding tax. The forms described in this Section 3.01(e)(ii; and
(B) each Foreign Lender shall be provided by each Lender deliver to the Borrower and the Administrative Agent at (in such number of copies as shall be requested by the time recipient) on or prior to the date on which such Foreign Lender becomes a party Lender under this Agreement (and from time to this Agreement, at time thereafter upon the time or times prescribed by applicable Laws, when reasonably requested by reasonable request of the Borrower or the Administrative Agent, and promptly upon but only if such Foreign Lender is legally entitled to do so), whichever of the obsolescence, invalidity or expiration of any form previously provided by such Lender.following is applicable:
Appears in 2 contracts
Sources: Senior Secured Revolving Credit Agreement (Stellus Capital Investment Corp), Senior Secured Revolving Credit Agreement (Stellus Capital Investment Corp)
Tax Documentation. (i) Each Any Lender that is entitled to an exemption from or reduction of withholding tax with respect to payments under this Agreement or any other Loan Document shall deliver to the Borrower and (with a copy to the Administrative Agent, at the time it becomes a party to this Agreement), at the time or times prescribed by applicable Laws, when reasonably requested by the Borrower or the Administrative Agent, and promptly upon the obsolescence, invalidity or expiration of any form previously provided by such Lender, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other reasonably requested information as will permit by the Borrower or the Administrative Agent, Agent as the case may be, to determine (A) whether or not payments made hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) will permit such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made without withholding or at a reduced rate. 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 or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to such Lender pursuant to this Agreement, any other Loan Document or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdictiondo so. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation (other than such documentation set forth in paragraphs (ii), (iii), and, in the case of the Initial Lender, (iv) immediately succeeding sentence below) shall not be required if in the Lender’s reasonable judgment the such completion, execution or submission of such documentation would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.
(ii) . Without limiting the generality of the foregoing, 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 that is a “United States person” within were to fail to comply with the meaning applicable reporting requirements of FATCA (including those contained in Section 7701(a)(301471(b) or 1472(b) of the Code Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent executed originals of IRS Form W-9 (and any applicable successor form) and such other documentation or information prescribed by applicable Laws or reasonably requested by the Borrower or the Administrative Agent certifying that such Lender is exempt from U.S. federal backup withholding tax. The forms described in this Section 3.01(e)(ii) shall be provided by each Lender to the Borrower and the Administrative Agent at the time such Lender becomes a party to this Agreement, at the time or times prescribed by applicable Laws, when law and at such time or times reasonably requested by the Borrower or the Administrative Agent, Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and promptly upon such additional documentation reasonably requested by the obsolescence, invalidity Borrower or expiration of any form previously provided by 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 Section 5.03(e), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.
Appears in 2 contracts
Sources: Credit Agreement (Gran Tierra Energy Inc.), Credit Agreement (Gran Tierra Energy Inc.)
Tax Documentation. (i) Each Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments under this Agreement shall deliver to the Borrower and (with a copy to the Administrative Agent, at the time it becomes a party to this Agreement), at the time or times prescribed by applicable Laws, when reasonably requested by the Borrower or the Administrative Agent, and promptly upon the obsolescence, invalidity or expiration of any form previously provided by such Lender, such properly completed and executed documentation prescribed by applicable Laws or reasonably requested by the taxing authorities of any jurisdiction and such other reasonably requested information Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the case may be, Borrower or the Administrative Agent to determine (A) whether or not payments made hereunder or under any other Loan Document are such Lender is subject to Taxes, (B) if applicable, the required rate of backup withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender pursuant to this Agreement, any other Loan Document or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdictioninformation reporting requirements. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation (other than such documentation set forth in paragraphs (iiSection 2.16(f)(ii)(A), (iii), and, in the case of the Initial Lender, ii)(B) and (ivii)(D) below) shall not be required if in the Lender’s reasonable judgment the such completion, execution or submission of such documentation would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.
(ii) Without limiting the generality of the foregoing, :
(A) any Lender that is a “United States person” within the meaning of (as defined under Section 7701(a)(30) of the Code Code) shall deliver to the Borrower and the Administrative Agent executed originals of IRS Form W-9 on or prior to the date on which such Lender becomes a Lender under this Agreement (and any applicable successor form) and such other documentation or information prescribed by applicable Laws or reasonably requested by from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent Agent), duly completed and executed copies of Internal Revenue Service Form W-9 or any successor form certifying that such Lender is exempt from U.S. federal backup withholding tax. The forms described in this Section 3.01(e)(ii;
(B) each Foreign Lender shall be provided by each Lender deliver to the Borrower and the Administrative Agent at (in such number of copies as shall be requested by the time recipient) on or prior to the date on which such Foreign Lender becomes a party Lender under this Agreement (and from time to this Agreement, at time thereafter upon the time or times prescribed by applicable Laws, when reasonably requested by reasonable request of the Borrower or the Administrative Agent, and promptly upon but only if such Foreign Lender is legally entitled to do so), whichever of the obsolescence, invalidity or expiration of any form previously provided by such Lender.following is applicable:
Appears in 2 contracts
Sources: Senior Secured Revolving Credit Agreement (Goldman Sachs Middle Market Lending Corp.), Senior Secured Revolving Credit Agreement (Goldman Sachs Middle Market Lending Corp.)
Tax Documentation. (i) Each Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to the Borrower and (with a copy to the Administrative Agent, at the time it becomes a party to this Agreement), at the time or times prescribed by applicable Laws, when law or reasonably requested by the Borrower or the Administrative Agent, and promptly upon the obsolescence, invalidity or expiration of any form previously provided by such LenderBorrower, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other reasonably requested information law as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the case may be, Borrower or the Administrative Agent to determine (A) whether or not payments made hereunder or under any other Loan Document are such Lender is subject to Taxes, (B) if applicable, the required rate of backup withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender pursuant to this Agreement, any other Loan Document or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdictioninformation reporting requirements. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation (other than such documentation set forth in paragraphs (ii), (iii), and, in the case of the Initial Lender, (ivSection 2.16(f)(ii) below) shall not be required if in the Lender’s reasonable judgment the such completion, execution or submission of such documentation would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.
(ii) Without limiting the generality of the foregoing, :
(A) any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Code Person shall deliver to the Borrower and the Administrative Agent executed originals of IRS Form W-9 (and any applicable successor form) and such other documentation or information prescribed by applicable Laws or additional copies as shall be reasonably requested by the recipient) 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 Agent), duly completed and executed copies of Internal Revenue Service Form W-9 or any successor form certifying that such Lender is exempt from U.S. federal backup withholding tax. The forms described in this Section 3.01(e)(ii; and
(B) each Foreign Lender shall be provided by each Lender deliver to the Borrower and the Administrative Agent at (in such number of copies as shall be requested by the time recipient) on or prior to the date on which such Foreign Lender becomes a party Lender under this Agreement (and from time to this Agreement, at time thereafter upon the time or times prescribed by applicable Laws, when reasonably requested by reasonable request of the Borrower or the Administrative Agent, and promptly upon but only if such Foreign Lender is legally entitled to do so), whichever of the obsolescence, invalidity or expiration of any form previously provided by such Lender.following is applicable:
Appears in 2 contracts
Sources: Senior Secured Revolving Credit Agreement (Owl Rock Core Income Corp.), Senior Secured Revolving Credit Agreement (Owl Rock Core Income Corp.)
Tax Documentation. (ia) Each Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Finance Document shall deliver to the Borrower Obligor and to the Administrative Agent, at the time it becomes a party to this Agreement, at the time or times prescribed by applicable Laws, when reasonably requested by the Borrower Obligor or the Administrative Agent, and promptly upon the obsolescence, invalidity or expiration of any form previously provided by such Lender, such properly completed and executed documentation prescribed by applicable Laws or reasonably requested by the taxing authorities of any jurisdiction and such other reasonably requested information Obligor or the Agent as will permit the Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not payments made hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Obligor or the Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Obligor or the Agent as will enable the Obligor or the Agent to determine whether or not such Lender pursuant is subject to this Agreement, any other Loan Document backup withholding or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdictioninformation reporting requirements. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation (other than such documentation set forth in paragraphs clause 15.5 (iiTax Documentation) (b)(i) and (b)(ii), (iii), and, in the case of the Initial Lender, (iv) below) shall not be required if in the Lender’s reasonable judgment the such completion, execution or submission of such documentation would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.
(iib) Without limiting the generality of the foregoing, in the event that the Obligor is a U.S. Obligor,
(i) any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Code U.S. Person shall deliver to the Borrower Obligor 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 Obligor or the Agent), executed originals of IRS Form W-9 (and any applicable successor form) and such other documentation or information prescribed by applicable Laws or reasonably requested by the Borrower or the Administrative Agent certifying that such Lender is exempt from U.S. federal backup withholding tax. The forms described ;
(ii) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Obligor and the Agent (in this Section 3.01(e)(ii) such number of copies as shall be provided requested by each Lender the recipient) on or prior to the Borrower and the Administrative Agent at the time date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Obligor or the Agent), whichever of the following is applicable:
(A) 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 Finance 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 Finance 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;
(B) executed originals 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 part 1 of schedule 9 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
(D) 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 part 2 of schedule 9 or part 3 of schedule 9, 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 part 4 of schedule 9 on behalf of each such direct and indirect partner; and
(iii) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Obligor and the 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 AgreementAgreement (and from time to time thereafter upon the reasonable request of the Obligor or the Agent), at the time or times executed originals of any other form prescribed by applicable Lawslaw as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, when reasonably requested duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower Obligor or the Administrative Agent, Agent to determine the withholding or deduction required to be made; and promptly upon the obsolescence, invalidity or expiration of each Lender agrees that if it is aware that any form or certification it previously provided by delivered becomes inaccurate (due to a change in facts), it shall update such Lenderform or certification or promptly notify the Obligor and the Agent in writing of its legal inability to do so.
Appears in 1 contract
Sources: Revolving Credit Facility Agreement (Enstar Group LTD)
Tax Documentation. (i) Each Any Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement and the related Loan Documents, shall deliver to the Borrower and (with a copy to the Administrative Agent, at the time it becomes a party to this Agreement), at the time or times prescribed by applicable Laws, when law or reasonably requested by the Borrower or the Administrative Agent, and promptly upon the obsolescence, invalidity or expiration of any form previously provided by such LenderBorrower, such properly completed and executed documentation prescribed by applicable Laws law or reasonably requested by the taxing authorities of any jurisdiction and such other reasonably requested information Borrower as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the case may be, Borrower or the Administrative Agent to determine (A) whether or not payments made hereunder or under any other Loan Document are such Lender is subject to Taxes, (B) if applicable, the required rate of backup withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender pursuant to this Agreement, any other Loan Document or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdictioninformation reporting requirements. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation (other than such documentation set forth in paragraphs (iiSections 2.16(f)(ii), (iii), and, in the case of the Initial Lender, (iv2.16(f)(iii) and 2.16(g) below) shall not be required if in the Lender’s reasonable judgment the such completion, execution or submission of such documentation would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.
(ii) Without limiting the generality of the foregoing, :
(A) any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Code Person shall deliver to the Borrower and the Administrative Agent executed originals of IRS Form W-9 (and any applicable successor form) and such other documentation or information prescribed by applicable Laws or additional copies as shall be reasonably requested by the recipient) 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 Agent), duly completed and executed copies of Internal Revenue Service Form W-9 or any successor form certifying that such Lender is exempt from U.S. federal backup withholding tax. The forms described in this Section 3.01(e)(ii; and
(B) each Foreign Lender shall be provided by each Lender deliver to the Borrower and the Administrative Agent at (in such number of copies as shall be requested by the time recipient) on or prior to the date on which such Foreign Lender becomes a party Lender under this Agreement (and from time to this Agreement, at time thereafter upon the time or times prescribed by applicable Laws, when reasonably requested by reasonable request of the Borrower or the Administrative Agent, and promptly upon but only if such Foreign Lender is legally entitled to do so), whichever of the obsolescence, invalidity or expiration of any form previously provided by such Lender.following is applicable:
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Bain Capital Specialty Finance, Inc.)
Tax Documentation. (i) Each Any Lender that is entitled to an exemption from or reduction of withholding Tax, with respect to payments under any Loan Document shall deliver to the Borrower and to the Administrative Agent, at the time it becomes a party to this Agreement, at the time or times prescribed by applicable Laws, when law or reasonably requested by the Borrower or the Administrative Agent, and promptly upon the obsolescence, invalidity or expiration of any form previously provided by such Lender, such properly completed and executed documentation prescribed by applicable Laws or reasonably requested by the taxing authorities of any jurisdiction and such other reasonably requested information Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the case may be, Borrower or the Administrative Agent to determine (A) whether or not payments made hereunder or under any other Loan Document are such Lender is subject to Taxes, (B) if applicable, the required rate of backup withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender pursuant to this Agreement, any other Loan Document or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdictioninformation reporting requirements. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation (other than such documentation set forth in paragraphs Section 2.16(f)(ii)(A) and (ii), (iii), and, in the case of the Initial Lender, (ivB) below) shall not be required if in the Lender’s reasonable judgment the such completion, execution or submission of such documentation would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.
(ii) Without limiting the generality of the foregoing, :
(A) any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Code U.S. Person shall deliver to the Borrower and the Administrative Agent executed originals of IRS Form W-9 (and any applicable successor form) and such other documentation or information prescribed by applicable Laws or additional copies as shall be reasonably requested by the recipient) on or prior to the date on which such ▇▇▇▇▇▇ becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent Agent), duly completed and executed copies of Internal Revenue Service Form W-9 or any successor form certifying that such Lender is exempt from U.S. federal backup withholding tax. The forms described in this Section 3.01(e)(iiTax; and
(B) each Foreign Lender shall be provided by each Lender deliver to the Borrower and the Administrative Agent at (in such number of copies as shall be requested by the time recipient) on or prior to the date on which such Foreign Lender becomes a party Lender under this Agreement (and from time to this Agreement, at time thereafter upon the time or times prescribed by applicable Laws, when reasonably requested by reasonable request of the Borrower or the Administrative Agent, and promptly upon but only if such Foreign Lender is legally entitled to do so), whichever of the obsolescence, invalidity or expiration of any form previously provided by such Lender.following is applicable:
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Pennantpark Investment Corp)
Tax Documentation. The following provisions shall apply:
(i) Each Lender shall will deliver to the Borrower and to the Administrative Agent, at the time it becomes within fifteen (15) days after receipt of a party to this Agreement, at the time or times prescribed by applicable Laws, when reasonably requested by reasonable request in writing from the Borrower or the Administrative Agent, and promptly upon the obsolescence, invalidity or expiration of any form previously provided by such Lender, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction specified in such request and such other reasonably requested information as will permit the Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not payments made hereunder or under any other Loan Document to such Lender are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender by the Borrower or any other Lender pursuant to this Agreement, any other Loan Document Agreement or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction. Notwithstanding anything to the contrary in the preceding sentence, the completion, execution and submission of such documentation (other than such documentation set forth in paragraphs (ii), (iii), and, in the case of the Initial Lender, (iv) below) shall not be required if in the Lender’s reasonable judgment the completion, execution or submission of such documentation would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.
(ii) Without limiting the generality of the foregoing, if the Borrower is resident for tax purposes in the United States, then within fifteen (15) days after receipt of a reasonable request in writing from the Borrower or Administrative Agent:
(A) any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Code shall will deliver to the Borrower and the Administrative Agent executed originals of IRS Internal Revenue Service Form W-9 (and any applicable successor form) and or such other documentation or information prescribed by applicable Laws or reasonably requested by the Borrower or the Administrative Agent certifying that as will enable the Borrower or Administrative Agent, as the case may be, to determine whether or not such Lender is exempt from U.S. federal subject to backup withholding tax. The forms or information reporting requirements; and
(B) each Foreign Lender that is entitled under the Code or any applicable treaty to an exemption from or reduction of withholding tax with respect to payments hereunder or under any other Loan Document will deliver to the Borrower and Administrative Agent (in such number of copies as specified below or as will be requested by the recipient), within fifteen (15) days after such Foreign Lender becomes a Lender under this Agreement or after receipt of a reasonable request from Operating Borrower or Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable:
(1) two executed originals of Internal Revenue Service Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States is a party,
(2) two executed originals of Internal Revenue Service Form W-8ECI,
(3) two executed originals of Internal Revenue Service Form W-8IMY and all required supporting documentation, or
(4) 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 to the effect that such Foreign Lender is not (1) a “bank” within the meaning of section 881(c)(3)(A) of the Code, (2) a “10 percent stockholder” of any Borrower within the meaning of section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” related to the Borrower, as described in this Section 3.01(e)(iisection 881(c)(3)(C) shall be of the Code and (y) executed originals of Internal Revenue Service Form W-8BEN.
(iii) Each Lender will promptly notify the Borrower and Administrative Agent of any change in circumstances which would modify or render invalid any documentation or information previously provided by each such Lender to the Borrower and the or Administrative Agent at the time such Lender becomes a party to this Agreement, at the time or times prescribed by applicable Laws, when reasonably requested by the Borrower or the Administrative Agent, and promptly upon the obsolescence, invalidity or expiration of any form previously provided by such Lenderunder Section 2.10(e)(ii).
Appears in 1 contract
Sources: Borrowing Base Revolving Line of Credit Agreement (Industrial Income Trust Inc.)
Tax Documentation. (i) Each Any Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to the Borrower and (with a copy to the Administrative Agent, at the time it becomes a party to this Agreement), at the time or times prescribed by applicable Laws, when law or reasonably requested by the Borrower or the Administrative Agent, and promptly upon the obsolescence, invalidity or expiration of any form previously provided by such LenderBorrower, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other reasonably requested information law as will permit such payments to be made without withholding or at a reduced rate. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the case may be, Borrower or the Administrative Agent to determine (A) whether or not payments made hereunder or under any other Loan Document are such Lender is subject to Taxes, (B) if applicable, the required rate of backup withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender pursuant to this Agreement, any other Loan Document or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdictioninformation reporting requirements. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation (other than such documentation set forth in paragraphs (ii), (iii), and, in the case of the Initial Lender, (ivSection 2.16(f)(ii) below) shall not be required if in the Lender’s reasonable judgment the such completion, execution or submission of such documentation would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.
(ii) Without limiting the generality of the foregoing, :
(A) any Lender that is a “United States person” within the meaning of (as defined under Section 7701(a)(30) of the Code Code) shall deliver to the Borrower and the Administrative Agent executed originals of IRS Form W-9 (and any applicable successor form) and such other documentation or information prescribed by applicable Laws or additional copies as shall be reasonably requested by the recipient) on or prior to the date on which such Lender become a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent Agent), duly completed and executed copies of Internal Revenue Service Form W-9 or any successor form certifying that such Lender is exempt from U.S. federal backup withholding tax. The forms described in this Section 3.01(e)(ii; and
(B) each Foreign Lender shall be provided by each Lender deliver to the Borrower and the Administrative Agent at (in such number of copies as shall be requested by the time recipient) on or prior to the date on which such Foreign Lender becomes a party Lender under this Agreement (and from time to this Agreement, at time thereafter upon the time or times prescribed by applicable Laws, when reasonably requested by reasonable request of the Borrower or the Administrative Agent, and promptly upon but only if such Foreign Lender is legally entitled to do so), whichever of the obsolescence, invalidity or expiration of any form previously provided by such Lender.following is applicable:
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (New Mountain Finance Corp)
Tax Documentation. (i) Each If any Agent or any Lender is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document, such Agent or such Lender shall deliver to the Borrower Representative and to the Administrative Agent, at the time it becomes a party to this Agreement, at the time or times prescribed by applicable Laws, when reasonably requested by the Borrower Representative or the Administrative Agent, and promptly upon the obsolescence, invalidity or expiration of any form previously provided by such Lender, such properly completed and executed documentation prescribed by applicable Laws or reasonably requested by the taxing authorities of any jurisdiction and such other reasonably requested information Borrower Representative or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Agent or any Lender, if reasonably requested by the Borrower Representative or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower Representative or the Administrative Agent as will enable any Borrower or the case may be, Administrative Agent to determine (A) whether or not payments made hereunder such Agent or under any other Loan Document are such Lender is subject to Taxes, (B) if applicable, the required rate of backup withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender pursuant to this Agreement, any other Loan Document or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdictioninformation reporting requirements. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation (other than such documentation set forth in paragraphs (iiSections 2.18(g)(ii)(A), (iiiB), and, in the case of the Initial Lender, (ivD) belowand (E)) shall not be required if in the Agent’s or Lender’s reasonable judgment the such completion, execution or submission of such documentation would subject such Agent or such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Agent or such Lender.
(ii) Without limiting the generality of the foregoing, :
(A) any Lender or Agent that is a “United States person” within the meaning of Section 7701(a)(30) of the Code U.S. Person shall deliver to the Borrower Representative and the Administrative Agent on or prior to the date on which such Lender or such Agent becomes a Lender or Agent under this Agreement (and from time to time thereafter upon the reasonable request of any Borrower or the Administrative Agent), executed originals of IRS Form W-9 (and any applicable successor form) and such other documentation or information prescribed by applicable Laws or reasonably requested by the Borrower or the Administrative Agent certifying that such Lender or Agent is a U.S. Person and is exempt from U.S. federal backup withholding tax. The forms described in this Section 3.01(e)(iiTax;
(B) shall be provided by each any Foreign Lender and Agent that is not a U.S. Person shall, to the extent it is legally entitled to do so, deliver to the Borrower Representative 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 or such Agent, as applicable, becomes a Lender or Agent under this Agreement (and from time to time thereafter upon the reasonable request of any Borrower or the Administrative Agent), whichever of the following is applicable:
i. in the case of a Foreign Lender or Agent 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 IRS Form W-8BEN-E, as appropriate, 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, as appropriate, 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 2.18A 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 any 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 IRS Form W-8BEN-E, as appropriate; or
iv. to the extent a Foreign Lender or Agent is not the Beneficial Owner, (x) executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or IRS Form W-8BEN-E as appropriate, a U.S. Tax Compliance Certificate substantially in the form of Exhibit 2.18B or Exhibit 2.18C, 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 2.18D on behalf of each such direct and indirect partner;
(C) any Foreign Lender or Agent that is not a U.S. Person shall, to the extent it is legally entitled to do so, deliver to the Borrower Representative 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 or Agent becomes a Lender or Agent under this Agreement (and from time to time thereafter upon the reasonable request of any 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 any Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and
(D) if a payment made to an Agent or Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Agent or 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 Agent or such Lender shall deliver to the Borrower Representative and the Administrative Agent at the time such Lender becomes a party to this Agreement, at the time or times prescribed by law and at such time or times reasonably requested by any Borrower or the Administrative Agent such documentation prescribed by applicable Lawslaw (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by any Borrower or the Administrative Agent as may be necessary for such Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Agent or such Lender has complied with such Agent’s or such ▇▇▇▇▇▇’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), when “FATCA” shall include any amendments made to FATCA after the date of this Agreement. For the avoidance of doubt, the Borrowers and the Administrative Agent shall be permitted to withhold any Taxes imposed by FATCA.
(E) Notwithstanding the foregoing, the Administrative Agent shall deliver to the Borrower on or prior to the date on which it becomes an Administrative Agent under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower):
i. in the case of an Administrative Agent that is not a U.S. Person:
1. executed originals of IRS Form W-8ECI with respect to any amounts payable to the Administrative Agent for its own account; and
2. executed originals of IRS Form W-8IMY with respect to any amounts payable to the Administrative Agent for the account of others, certifying that it is a “U.S. branch” and that the payments it receives for the account of others are not effectively connected with the conduct of its trade or business within the United States and that it is using such form as evidence of its agreement with the Borrower to be treated as a U.S. person with respect to such payments (and the Borrower and the Administrative Agent agree to so treat the Administrative Agent as a U.S. person with respect to such payments as contemplated by Section 1.1441-1(b)(2)(iv) of the United States Treasury Regulations); and
3. such other forms or certifications as may be sufficient under applicable law to establish whether the Administrative Agent is entitled to receive any payment by any Borrower under this Agreement (whether for its own account or for the account of others) without deduction or withholding, or at a reduced rate of withholding, of any U.S. federal income Taxes; unless in any such case (other than with respect to U.S. backup withholding tax) there has been a Change in Law which renders all such forms inapplicable or which would prevent the Administrative Agent from duly completing and delivering any such form with respect to it and the Administrative Agent so advises the Borrower Representative.
ii. in the case of an Administrative Agent that is a U.S. Person, executed originals of IRS Form W-9 certifying that such Administrative Agent is a U.S. Person and is exempt from U.S. federal backup withholding Tax. Each Agent and 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 such updated form to the Borrower Representative and the Administrative Agent and, if necessary, obtain any extensions of time reasonably requested by the Borrower Representative or the Administrative Agent, Agent for filing and promptly upon the obsolescence, invalidity completing any forms or expiration of any form previously provided by such Lendercertificates described in this Section 2.18(g).
Appears in 1 contract
Tax Documentation. (i) Each Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments under this Agreement shall deliver to the Borrower and (with a copy to the Administrative Agent, at the time it becomes a party to this Agreement), at the time or times prescribed by applicable Laws, when reasonably requested by the Borrower or the Administrative Agent, and promptly upon the obsolescence, invalidity or expiration of any form previously provided by such Lender, such properly completed and executed documentation prescribed by applicable Laws or reasonably requested by the taxing authorities of any jurisdiction and such other reasonably requested information Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the case may be, Borrower or the Administrative Agent to determine (A) whether or not payments made hereunder or under any other Loan Document are such Lender is subject to Taxes, (B) if applicable, the required rate of backup withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender pursuant to this Agreement, any other Loan Document or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdictioninformation 767537780 86 reporting requirements. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation (other than such documentation set forth in paragraphs (iiSection 2.16(f)(ii)(A), (iii), and, in the case of the Initial Lender, ii)(B) and (ivii)(D) below) shall not be required if in the Lender’s reasonable judgment the such completion, execution or submission of such documentation would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.
(ii) Without limiting the generality of the foregoing, :
(A) any Lender that is a “United States person” within the meaning of (as defined under Section 7701(a)(30) of the Code Code) shall deliver to the Borrower and the Administrative Agent executed originals of IRS Form W-9 on or prior to the date on which such Lender becomes a Lender under this Agreement (and any applicable successor form) and such other documentation or information prescribed by applicable Laws or reasonably requested by from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent Agent), duly completed and executed copies of Internal Revenue Service Form W-9 or any successor form certifying that such Lender is exempt from U.S. federal backup withholding tax. The forms described in this Section 3.01(e)(ii;
(B) shall be provided by each Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent at (in such number of copies as shall be requested by the time recipient) on or prior to the date on which such Foreign Lender becomes a party Lender under this Agreement (and from time to this Agreement, at time thereafter upon the time or times prescribed by applicable Laws, when reasonably requested by reasonable request of the Borrower or the Administrative Agent), and promptly upon whichever of the obsolescence, invalidity or expiration of any form previously provided by such Lender.following is applicable:
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (North Haven Private Income Fund a LLC)
Tax Documentation. (i) Each Any Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement and the related Loan Documents, shall deliver to the Borrower and (with a copy to the Administrative Agent, at the time it becomes a party to this Agreement), at the time or times prescribed by applicable Laws, when law or reasonably requested by the Borrower or the Administrative Agent, and promptly upon the obsolescence, invalidity or expiration of any form previously provided by such LenderBorrower, such properly completed and executed documentation prescribed by applicable Laws law or reasonably requested by the taxing authorities of any jurisdiction and such other reasonably requested information Borrower as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the case may be, Borrower or the Administrative Agent to determine (A) whether or not payments made hereunder or under any other Loan Document are such Lender is subject to Taxes, (B) if applicable, the required rate of backup withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender pursuant to this Agreement, any other Loan Document or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdictioninformation reporting requirements. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation (other than such documentation set forth in paragraphs (iiSections 2.16(f)(i), (iii), and, in the case of the Initial Lender, (iv2.16(f)(ii) and 2.16(g) below) shall not be required if in the Lender’s reasonable judgment the such completion, execution or submission of such documentation would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.
(iii) Without limiting the generality of the foregoing, :
(A) any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Code Person shall deliver to the Borrower and the Administrative Agent executed originals of IRS Form W-9 (and any applicable successor form) and such other documentation or information prescribed by applicable Laws or additional copies as shall be reasonably requested by the recipient) 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 Agent), duly completed and executed copies of Internal Revenue Service Form W-9 or any successor form certifying that such Lender ▇▇▇▇▇▇ is exempt from U.S. federal backup withholding tax. The forms described in this Section 3.01(e)(ii; and
(B) shall be provided by each Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent at (in such number of copies as shall be requested by the time recipient) on or prior to the date on which such Foreign Lender becomes a party Lender under this Agreement (and from time to this Agreement, at time thereafter upon the time or times prescribed by applicable Laws, when reasonably requested by reasonable request of the Borrower or the Administrative Agent, and promptly upon but only if such Foreign Lender is legally entitled to do so), whichever of the obsolescence, invalidity or expiration of any form previously provided by such Lender.following is applicable:
Appears in 1 contract
Tax Documentation. (i) Each Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this 67 Revolving Credit Agreement Agreement shall deliver to the Borrower and (with a copy to the Administrative Agent, at the time it becomes a party to this Agreement), at the time or times prescribed by applicable Laws, when law or reasonably requested by the Borrower or the Administrative Agent, and promptly upon the obsolescence, invalidity or expiration of any form previously provided by such LenderBorrower, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other reasonably requested information law as will permit such payments to be made without withholding or at a reduced rate. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the case may be, Borrower or the Administrative Agent to determine (A) whether or not payments made hereunder or under any other Loan Document are such Lender is subject to Taxes, (B) if applicable, the required rate of backup withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender pursuant to this Agreement, any other Loan Document or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdictioninformation reporting requirements. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation (other than such documentation set forth in paragraphs (ii), (iii), and, in the case of the Initial Lender, (ivSection 2.16(f)(ii) below) shall not be required if in the Lender’s reasonable judgment the such completion, execution or submission of such documentation would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.
(ii) Without limiting the generality of the foregoing, :
(A) any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Code Person shall deliver to the Borrower and the Administrative Agent executed originals of IRS Form W-9 (and any applicable successor form) and such other documentation or information prescribed by applicable Laws or additional copies as shall be reasonably requested by the recipient) 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 Agent), duly completed and executed copies of Internal Revenue Service Form W-9 or any successor form certifying that such Lender is exempt from U.S. federal backup withholding tax. The forms described in this Section 3.01(e)(ii; and
(B) each Foreign Lender shall be provided by each Lender deliver to the Borrower and the Administrative Agent at (in such number of copies as shall be requested by the time recipient) on or prior to the date on which such Foreign Lender becomes a party Lender under this Agreement (and from time to this Agreement, at time thereafter upon the time or times prescribed by applicable Laws, when reasonably requested by reasonable request of the Borrower or the Administrative Agent, and promptly upon but only if such Foreign Lender is legally entitled to do so), whichever of the obsolescence, invalidity or expiration of any form previously provided by such Lender.following is applicable:
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Owl Rock Technology Finance Corp.)
Tax Documentation. (i) Each If any Agent or any Lender is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document, such Agent or such Lender shall deliver to the Borrower Representative and to the Administrative Agent, at the time it becomes a party to this Agreement, at the time or times prescribed by applicable Laws, when reasonably requested by the Borrower Representative or the Administrative Agent, and promptly upon the obsolescence, invalidity or expiration of any form previously provided by such Lender, such properly completed and executed documentation prescribed by applicable Laws or reasonably requested by the taxing authorities of any jurisdiction and such other reasonably requested information Borrower Representative or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Agent or any Lender, if reasonably requested by the Borrower Representative or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower Representative or the Administrative Agent as will enable any Borrower or the case may be, Administrative Agent to determine (A) whether or not payments made hereunder such Agent or under any other Loan Document are such Lender is subject to Taxes, (B) if applicable, the required rate of backup withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender pursuant to this Agreement, any other Loan Document or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdictioninformation reporting requirements. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation (other than such documentation set forth in paragraphs (iiSections 2.18(g)(ii)(A), (iiiB), and, in the case of the Initial Lender, (ivD) belowand (E)) shall not be required if in the Agent’s or Lender’s reasonable judgment the such completion, execution or submission of such documentation would subject such Agent or such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Agent or such Lender.
(ii) Without limiting the generality of the foregoing, :
(A) any Lender or Agent that is a “United States person” within the meaning of Section 7701(a)(30) of the Code U.S. Person shall deliver to the Borrower Representative and the Administrative Agent on or prior to the date on which such Lender or such Agent becomes a Lender or Agent under this Agreement (and from time to time thereafter upon the reasonable request of any Borrower or the Administrative Agent), executed originals of IRS Form W-9 (and any applicable successor form) and such other documentation or information prescribed by applicable Laws or reasonably requested by the Borrower or the Administrative Agent certifying that such Lender or Agent is a U.S. Person and is exempt from U.S. federal backup withholding tax. The forms described in this Section 3.01(e)(iiTax;
(B) shall be provided by each any Foreign Lender and Agent that is not a U.S. Person shall, to the extent it is legally entitled to do so, deliver to the Borrower Representative 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 or such Agent, as applicable, becomes a Lender or Agent under this Agreement (and from time to time thereafter upon the reasonable request of any Borrower or the Administrative Agent), whichever of the following is applicable:
i. in the case of a Foreign Lender or Agent 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 IRS Form W-8BEN-E, as appropriate, 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, as appropriate, 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 2.18A 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 any 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 IRS Form W-8BEN-E, as appropriate; or
iv. to the extent a Foreign Lender or Agent is not the Beneficial Owner, (x) executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or IRS Form W-8BEN-E as appropriate, a U.S. Tax Compliance Certificate substantially in the form of Exhibit 2.18B or Exhibit 2.18C, 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 2.18D on behalf of each such direct and indirect partner;
(C) any Foreign Lender or Agent that is not a U.S. Person shall, to the extent it is legally entitled to do so, deliver to the Borrower Representative 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 or Agent becomes a Lender or Agent under this Agreement (and from time to time thereafter upon the reasonable request of any 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 any Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and
(D) if a payment made to an Agent or Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Agent or 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 Agent or such Lender shall deliver to the Borrower Representative and the Administrative Agent at the time such Lender becomes a party to this Agreement, at the time or times prescribed by law and at such time or times reasonably requested by any Borrower or the Administrative Agent such documentation prescribed by applicable Lawslaw (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by any Borrower or the Administrative Agent as may be necessary for such Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Agent or such Lender has complied with such Agent’s or such L▇▇▇▇▇’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), when “FATCA” shall include any amendments made to FATCA after the date of this Agreement. For the avoidance of doubt, the Borrowers and the Administrative Agent shall be permitted to withhold any Taxes imposed by FATCA.
(E) Notwithstanding the foregoing, the Administrative Agent shall deliver to the Borrower on or prior to the date on which it becomes an Administrative Agent under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower):
i. in the case of an Administrative Agent that is not a U.S. Person:
1. executed originals of IRS Form W-8ECI with respect to any amounts payable to the Administrative Agent for its own account; and
2. executed originals of IRS Form W-8IMY with respect to any amounts payable to the Administrative Agent for the account of others, certifying that it is a “U.S. branch” and that the payments it receives for the account of others are not effectively connected with the conduct of its trade or business within the United States and that it is using such form as evidence of its agreement with the Borrower to be treated as a U.S. person with respect to such payments (and the Borrower and the Administrative Agent agree to so treat the Administrative Agent as a U.S. person with respect to such payments as contemplated by Section 1.1441-1(b)(2)(iv) of the United States Treasury Regulations); and
3. such other forms or certifications as may be sufficient under applicable law to establish whether the Administrative Agent is entitled to receive any payment by any Borrower under this Agreement (whether for its own account or for the account of others) without deduction or withholding, or at a reduced rate of withholding, of any U.S. federal income Taxes; unless in any such case (other than with respect to U.S. backup withholding tax) there has been a Change in Law which renders all such forms inapplicable or which would prevent the Administrative Agent from duly completing and delivering any such form with respect to it and the Administrative Agent so advises the Borrower Representative.
ii. in the case of an Administrative Agent that is a U.S. Person, executed originals of IRS Form W-9 certifying that such Administrative Agent is a U.S. Person and is exempt from U.S. federal backup withholding Tax. Each Agent and 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 such updated form to the Borrower Representative and the Administrative Agent and, if necessary, obtain any extensions of time reasonably requested by the Borrower Representative or the Administrative Agent, Agent for filing and promptly upon the obsolescence, invalidity completing any forms or expiration of any form previously provided by such Lendercertificates described in this Section 2.18(g).
Appears in 1 contract
Sources: Term Loan Agreement (CD&R Investment Associates XII, Ltd.)
Tax Documentation. (i) Each Any Lender that is entitled to an exemption from or reduction of withholding tax with respect to payments under this Agreement or any other Loan Document shall deliver to the Borrower and (with a copy to the Administrative Agent, at the time it becomes a party to this Agreement), at the time or times prescribed by applicable Laws, when reasonably requested by the Borrower or the Administrative Agent, and promptly upon the obsolescence, invalidity or expiration of any form previously provided by such Lenderlaw, such properly completed and executed documentation prescribed by applicable Laws law or reasonably requested by the taxing authorities of any jurisdiction and such other reasonably requested information Borrower as will permit the Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not payments made hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made without withholding or at a reduced rate. 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 or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to such Lender pursuant to this Agreement, any other Loan Document or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdictiondo so. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation (other than such documentation set forth in paragraphs (ii), (iii), and, in the case of the Initial Lender, (iv) immediately succeeding sentence below) shall not be required if in the Lender’s reasonable judgment the such completion, execution or submission of such documentation would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.
(ii) . Without limiting the generality of the foregoing, 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 that is a “United States person” within were to fail to comply with the meaning applicable reporting requirements of FATCA (including those contained in Section 7701(a)(301471(b) or 1472(b) of the Code Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent executed originals of IRS Form W-9 (and any applicable successor form) and such other documentation or information prescribed by applicable Laws or reasonably requested by the Borrower or the Administrative Agent certifying that such Lender is exempt from U.S. federal backup withholding tax. The forms described in this Section 3.01(e)(ii) shall be provided by each Lender to the Borrower and the Administrative Agent at the time such Lender becomes a party to this Agreement, at the time or times prescribed by applicable Laws, when law and at such time or times reasonably requested by the Borrower or the Administrative AgentAgent 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 Section 5.03(e), and promptly upon “FATCA” shall include any amendments made to FATCA after the obsolescence, invalidity or expiration date of this Agreement. Each Lender agrees that if any form or certification it previously provided by delivered expires or becomes obsolete or inaccurate in any respect, it shall update such Lenderform or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.
Appears in 1 contract
Tax Documentation. (i) Each Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to the Borrower and (with a copy to the Administrative Agent, at the time it becomes a party to this Agreement), at the time or times prescribed by applicable Laws, when law or reasonably requested by the Borrower or the Administrative Agent, and promptly upon the obsolescence, invalidity or expiration of any form previously provided by such LenderBorrower, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other reasonably requested information law as will permit such payments to be made without withholding or at a reduced rate. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the case may be, Borrower or the Administrative Agent to determine (A) whether or not payments made hereunder or under any other Loan Document are such Lender is subject to Taxes, (B) if applicable, the required rate of backup withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender pursuant to this Agreement, any other Loan Document or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdictioninformation reporting requirements. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation (other than such documentation set forth in paragraphs (ii), (iii), and, in the case of the Initial Lender, (ivSection 2.16(f)(ii) below) shall not be required if in the Lender’s reasonable judgment the such completion, execution or submission of such documentation would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.
(iii) Without limiting the generality of the foregoing, :
(A) any Lender that is a “United States person” within the meaning of (as defined under Section 7701(a)(30) of the Code Code) shall deliver to the Borrower and the Administrative Agent executed originals of IRS Form W-9 (and any applicable successor form) and such other documentation or information prescribed by applicable Laws or additional copies as shall be reasonably requested by the recipient) on or prior to the date on which such Lender become a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent Agent), duly completed and executed copies of Internal Revenue Service Form W-9 or any successor form certifying that such Lender is exempt from U.S. federal backup withholding tax. The forms described in this Section 3.01(e)(ii; and
(B) each Foreign Lender shall be provided by each Lender deliver to the Borrower and the Administrative Agent at (in such number of copies as shall be requested by the time recipient) on or prior to the date on which such Foreign Lender becomes a party Lender under this Agreement (and from time to this Agreement, at time thereafter upon the time or times prescribed by applicable Laws, when reasonably requested by reasonable request of the Borrower or the Administrative Agent, and promptly upon but only if such Foreign Lender is legally entitled to do so), whichever of the obsolescence, invalidity or expiration of any form previously provided by such Lender.following is applicable:
Appears in 1 contract
Sources: Credit Agreement (TCG Bdc, Inc.)
Tax Documentation. (i) Each Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to the Borrower and (with a copy to the Administrative Agent, at the time it becomes a party to this Agreement), at the time or times prescribed by applicable Laws, when law or reasonably requested by the Borrower or the Administrative Agent, and promptly upon the obsolescence, invalidity or expiration of any form previously provided by such LenderBorrower, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other reasonably requested information law as will permit such payments to be made without withholding or at a reduced rate. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the case may be, Borrower or the Administrative Agent to determine (A) whether or not payments made hereunder or under any other Loan Document are such Lender is subject to Taxes, (B) if applicable, the required rate of backup withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender pursuant to this Agreement, any other Loan Document or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdictioninformation reporting requirements. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation (other than such documentation set forth in paragraphs (ii), (iii), and, in the case of the Initial Lender, (ivSection 2.16(f)(ii) below) shall not be required if in the Lender’s reasonable judgment the such completion, execution or submission of such documentation would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.
(ii) Without limiting the generality of the foregoing, :
(A) any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Code U.S. Person shall deliver to the Borrower and the Administrative Agent executed originals of IRS Form W-9 (and any applicable successor form) and such other documentation or information prescribed by applicable Laws or additional copies as shall be reasonably requested by the recipient) 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 Agent), duly completed and executed copies of Internal Revenue Service Form W-9 or any successor form certifying that such Lender is exempt from U.S. federal backup withholding tax. The forms described in this Section 3.01(e)(ii; and
(B) each Foreign Lender shall be provided by each Lender deliver to the Borrower and the Administrative Agent at (in such number of copies as shall be requested by the time recipient) on or prior to the date on which such Foreign Lender becomes a party Lender under this Agreement (and from time to this Agreement, at time thereafter upon the time or times prescribed by applicable Laws, when reasonably requested by reasonable request of the Borrower or the Administrative Agent, and promptly upon but only if such Foreign Lender is legally entitled to do so), whichever of the obsolescence, invalidity or expiration of any form previously provided by such Lender.following is applicable:
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Sixth Street Specialty Lending, Inc.)
Tax Documentation. (i) Each Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to the Borrower and (with a copy to the Administrative Agent, at the time it becomes a party to this Agreement), at the time or times prescribed by applicable Laws, when law or reasonably requested by the Borrower or the Administrative Agent, and promptly upon the obsolescence, invalidity or expiration of any form previously provided by such LenderBorrower, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other reasonably requested information law as will permit such payments to be made without withholding or at a reduced rate. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the case may be, Borrower or the Administrative Agent to determine (A) whether or not payments made hereunder or under any other Loan Document are such Lender is subject to Taxes, (B) if applicable, the required rate of backup withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender pursuant to this Agreement, any other Loan Document or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdictioninformation reporting requirements. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation (other than such documentation set forth in paragraphs (ii), (iii), and, in the case of the Initial Lender, (ivSection 2.16(f)(ii) below) shall not be required if in the Lender’s reasonable judgment the such completion, execution or submission of such documentation would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.
(ii) Without limiting the generality of the foregoing, :
(A) any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Code U.S. Person shall deliver to the Borrower and the Administrative Agent executed originals of IRS Form W-9 (and any applicable successor form) and such other documentation or information prescribed by applicable Laws or additional copies as shall be reasonably requested by the recipient) on or prior to the date on which such L▇▇▇▇▇ becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent Agent), duly completed and executed copies of Internal Revenue Service Form W-9 or any successor form certifying that such Lender is exempt from U.S. federal backup withholding tax. The forms described in this Section 3.01(e)(ii; and
(B) each Foreign Lender shall be provided by each Lender deliver to the Borrower and the Administrative Agent at (in such number of copies as shall be requested by the time recipient) on or prior to the date on which such Foreign Lender becomes a party Lender under this Agreement (and from time to this Agreement, at time thereafter upon the time or times prescribed by applicable Laws, when reasonably requested by reasonable request of the Borrower or the Administrative Agent, and promptly upon but only if such Foreign Lender is legally entitled to do so), whichever of the obsolescence, invalidity or expiration of any form previously provided by such Lender.following is applicable:
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Sixth Street Specialty Lending, Inc.)
Tax Documentation. (i) Each Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to the Borrower and (with a copy to the Administrative Agent, at the time it becomes a party to this Agreement), at the time or times prescribed by applicable Laws, when law or reasonably requested by the Borrower or the Administrative Agent, and promptly upon the obsolescence, invalidity or expiration of any form previously provided by such LenderBorrower, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other reasonably requested information law as will permit such payments to be made without withholding or at a reduced rate. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the case may be, Borrower or the Administrative Agent to determine (A) whether or not payments made hereunder or under any other Loan Document are such Lender is subject to Taxes, (B) if applicable, the required rate of backup withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender pursuant to this Agreement, any other Loan Document or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdictioninformation reporting requirements. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation (other than such documentation set forth in paragraphs (ii), (iii), and, in the case of the Initial Lender, (ivSection 2.16(f)(ii) below) shall not be required if in the Lender’s reasonable judgment the such completion, execution or submission of such documentation would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.
(ii) Without limiting the generality of the foregoing, :
(A) any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Code Person shall deliver to the Borrower and the Administrative Agent executed originals of IRS Form W-9 (and any applicable successor form) and such other documentation or information prescribed by applicable Laws or additional copies as shall be reasonably requested by the recipient) 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 Agent), 52 Revolving Credit Agreement duly completed and executed copies of Internal Revenue Service Form W-9 or any successor form certifying that such Lender is exempt from U.S. federal backup withholding tax. The forms described in this Section 3.01(e)(ii; and
(B) each Foreign Lender shall be provided by each Lender deliver to the Borrower and the Administrative Agent at (in such number of copies as shall be requested by the time recipient) on or prior to the date on which such Foreign Lender becomes a party Lender under this Agreement (and from time to this Agreement, at time thereafter upon the time or times prescribed by applicable Laws, when reasonably requested by reasonable request of the Borrower or the Administrative Agent, and promptly upon but only if such Foreign Lender is legally entitled to do so), whichever of the obsolescence, invalidity or expiration of any form previously provided by such Lender.following is applicable:
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Owl Rock Capital Corp)
Tax Documentation. (i) Each Any Lender that is entitled to an exemption from or reduction of withholding Tax, with respect to payments under any Loan Document shall deliver to the Borrower and to the Administrative Agent, at the time it becomes a party to this Agreement, at the time or times prescribed by applicable Laws, when law or reasonably requested by the Borrower or the Administrative Agent, and promptly upon the obsolescence, invalidity or expiration of any form previously provided by such Lender, such properly completed and executed documentation prescribed by applicable Laws or reasonably requested by the taxing authorities of any jurisdiction and such other reasonably requested information Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the case may be, Borrower or the Administrative Agent to determine (A) whether or not payments made hereunder or under any other Loan Document are such Lender is subject to Taxes, (B) if applicable, the required rate of backup withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender pursuant to this Agreement, any other Loan Document or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdictioninformation reporting requirements. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation (other than such documentation set forth in paragraphs Section 2.16(f)(ii)(A) and (ii), (iii), and, in the case of the Initial Lender, (ivB) below) shall not be required if in the Lender’s reasonable judgment the such completion, execution or submission of such documentation would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.
(ii) Without limiting the generality of the foregoing, :
(A) any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Code U.S. Person shall deliver to the Borrower and the Administrative Agent executed originals of IRS Form W-9 (and any applicable successor form) and such other documentation or information prescribed by applicable Laws or additional copies as shall be reasonably requested by the recipient) 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 Agent), duly completed and executed copies of Internal Revenue Service Form W-9 or any successor form certifying that such Lender is exempt from U.S. federal backup withholding tax. The forms described in this Section 3.01(e)(ii; and
(B) each Foreign Lender shall be provided by each Lender deliver to the Borrower and the Administrative Agent at (in such number of copies as shall be requested by the time recipient) on or prior to the date on which such Foreign Lender becomes a party Lender under this Agreement (and from time to this Agreement, at time thereafter upon the time or times prescribed by applicable Laws, when reasonably requested by reasonable request of the Borrower or the Administrative Agent, and promptly upon but only if such Foreign Lender is legally entitled to do so), whichever of the obsolescence, invalidity or expiration of any form previously provided by such Lender.following is applicable:
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Pennantpark Investment Corp)
Tax Documentation. (i) Each Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to the Borrower and (with a copy to the Administrative Agent, at the time it becomes a party to this Agreement), at the time or times prescribed by applicable Laws, when law or reasonably requested by the Borrower or the Administrative Agent, and promptly upon the obsolescence, invalidity or expiration of any form previously provided by such LenderBorrower, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other reasonably requested information law as will permit such payments to be made without withholding or at a reduced rate. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the case may be, Borrower or the Administrative Agent to determine (A) whether or not payments made hereunder or under any other Loan Document are such Lender is subject to Taxes, (B) if applicable, the required rate of backup withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender pursuant to this Agreement, any other Loan Document or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdictioninformation reporting requirements. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation (other than such documentation set forth in paragraphs (ii), (iii), and, in the case of the Initial Lender, (ivSection 2.16(f)(ii) below) shall not be required if in the Lender’s reasonable judgment the such completion, execution or submission of such documentation would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.
(ii) Without limiting the generality of the foregoing, :
(A) any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Code U.S. Person shall deliver to the Borrower and the Administrative Agent executed originals of IRS Form W-9 (and any applicable successor form) and such other documentation or information prescribed by applicable Laws or additional copies as shall be reasonably requested by the recipient) on or prior to the date on which such ▇▇▇▇▇▇ becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent Agent), duly completed and executed copies of Internal Revenue Service Form W-9 or any successor form certifying that such Lender is exempt from U.S. federal backup withholding tax. The forms described in this Section 3.01(e)(ii) shall be provided by each Lender to the Borrower and the Administrative Agent at the time such Lender becomes a party to this Agreement, at the time or times prescribed by applicable Laws, when reasonably requested by the Borrower or the Administrative Agent, and promptly upon the obsolescence, invalidity or expiration of any form previously provided by such Lender.; and
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Sixth Street Lending Partners)
Tax Documentation. (i) Each Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to the Borrower and (with a copy to the Administrative Agent, at the time it becomes a party to this Agreement), at the time or times prescribed by applicable Laws, when law or reasonably requested by the Borrower or the Administrative Agent, and promptly upon the obsolescence, invalidity or expiration of any form previously provided by such LenderBorrower, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other reasonably requested information law as will permit such payments to be made without withholding or at a reduced rate. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the case may be, Borrower or the Administrative Agent to determine (A) whether or not payments made hereunder or under any other Loan Document are such Lender is subject to Taxes, (B) if applicable, the required rate of backup withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender pursuant to this Agreement, any other Loan Document or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdictioninformation reporting requirements. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation (other than such documentation set forth in paragraphs (ii), (iii), and, in the case of the Initial Lender, (ivSection 2.16(f)(ii) below) shall not be required if in the Lender’s reasonable judgment the such completion, execution or submission of such documentation would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.
(iii) Without limiting the generality of the foregoing, :
(A) any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Code U.S. Person shall deliver to the Borrower and the Administrative Agent executed originals of IRS Form W-9 (and any applicable successor form) and such other documentation or information prescribed by applicable Laws or additional copies as shall be reasonably requested by the recipient) 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 Agent), duly completed and executed copies of Internal Revenue Service Form W-9 or any successor form certifying that such Lender is exempt from U.S. federal backup withholding tax. The forms described in this Section 3.01(e)(ii; and
(B) each Foreign Lender shall be provided by each Lender deliver to the Borrower and the Administrative Agent at (in such number of copies as shall be requested by the time recipient) on or prior to the date on which such Foreign Lender becomes a party Lender under this Agreement (and from time to this Agreement, at time thereafter upon the time or times prescribed by applicable Laws, when reasonably requested by reasonable request of the Borrower or the Administrative Agent, and promptly upon but only if such Foreign Lender is legally entitled to do so), whichever of the obsolescence, invalidity or expiration of any form previously provided by such Lender.following is applicable:
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Sixth Street Specialty Lending, Inc.)
Tax Documentation. (i) Each Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments under this Agreement shall deliver to the Borrower and (with a copy to the Administrative Agent, at the time it becomes a party to this Agreement), at the time or times prescribed by applicable Laws, when reasonably requested by the Borrower or the Administrative Agent, and promptly upon the obsolescence, invalidity or expiration of any form previously provided by such Lender, such properly completed and executed documentation prescribed by applicable Laws or reasonably requested by the taxing authorities of any jurisdiction and such other reasonably requested information Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the case may be, Borrower or the Administrative Agent to determine (A) whether or not payments made hereunder or under any other Loan Document are such Lender is subject to Taxes, (B) if applicable, the required rate of backup withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender pursuant to this Agreement, any other Loan Document or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdictioninformation reporting requirements. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation (other than such documentation set forth in paragraphs (iiSection 2.16(f)(ii)(A), (iii), and, in the case of the Initial Lender, ii)(B) and (ivii)(D) below) shall not be required if in the Lender’s reasonable judgment the such completion, execution or submission of such documentation would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.. 767537780768227557
(iii) Without limiting the generality of the foregoing, :
(A) any Lender that is a “United States person” within the meaning of (as defined under Section 7701(a)(30) of the Code Code) shall deliver to the Borrower and the Administrative Agent executed originals of IRS Form W-9 on or prior to the date on which such Lender becomes a Lender under this Agreement (and any applicable successor form) and such other documentation or information prescribed by applicable Laws or reasonably requested by from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent Agent), duly completed and executed copies of Internal Revenue Service Form W-9 or any successor form certifying that such Lender is exempt from U.S. federal backup withholding tax. The forms described in this Section 3.01(e)(ii;
(B) shall be provided by each Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent at (in such number of copies as shall be requested by the time recipient) on or prior to the date on which such Foreign Lender becomes a party Lender under this Agreement (and from time to this Agreement, at time thereafter upon the time or times prescribed by applicable Laws, when reasonably requested by reasonable request of the Borrower or the Administrative Agent), and promptly upon whichever of the obsolescence, invalidity or expiration of any form previously provided by such Lender.following is applicable:
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (North Haven Private Income Fund a LLC)
Tax Documentation. (i) Each Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to the Borrower and (with a copy to the Administrative Agent, at the time it becomes a party to this Agreement), at the time or times prescribed by applicable Laws, when law or reasonably requested by the Borrower or the Administrative Agent, and promptly upon the obsolescence, invalidity or expiration of any form previously provided by such LenderBorrower, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other reasonably requested information law as will permit such payments to be made without withholding or at a reduced rate. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the case may be, Borrower or the Administrative Agent to determine (A) whether or not payments made hereunder or under any other Loan Document are such Lender is subject to Taxes, (B) if applicable, the required rate of backup withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender pursuant to this Agreement, any other Loan Document or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdictioninformation reporting requirements. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation (other than such documentation set forth in paragraphs (ii), (iii), and, in the case of the Initial Lender, (ivSection 2.16(f)(ii) below) shall not be required if in the Lender’s reasonable judgment the such completion, execution or submission of such documentation would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.
(ii) Without limiting the generality of the foregoing, :
(A) any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Code U.S. Person shall deliver to the Borrower and the Administrative Agent executed originals of IRS Form W-9 (and any applicable successor form) and such other documentation or information prescribed by applicable Laws or additional copies as shall be reasonably requested by the recipient) on or prior to the date on which such Lender become a 731105340 11299570 66 Revolving Credit Agreement Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent Agent), duly completed and executed copies of Internal Revenue Service Form W-9 or any successor form certifying that such Lender is exempt from U.S. federal backup withholding tax. The forms described in this Section 3.01(e)(ii; and
(B) each Foreign Lender shall be provided by each Lender deliver to the Borrower and the Administrative Agent at (in such number of copies as shall be requested by the time recipient) on or prior to the date on which such Foreign Lender becomes a party Lender under this Agreement (and from time to this Agreement, at time thereafter upon the time or times prescribed by applicable Laws, when reasonably requested by reasonable request of the Borrower or the Administrative Agent, and promptly upon but only if such Foreign Lender is legally entitled to do so), whichever of the obsolescence, invalidity or expiration of any form previously provided by such Lender.following is applicable:
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (TPG Specialty Lending, Inc.)
Tax Documentation. (i) Each Any Lender that is entitled to an exemption from or reduction of withholding tax with respect to payments under this Agreement or any other Loan Document shall deliver to the Borrower and (with a copy to the Administrative Agent, at the time it becomes a party to this Agreement), at the time or times prescribed by applicable Laws, when reasonably requested by the Borrower or the Administrative Agent, and promptly upon the obsolescence, invalidity or expiration of any form previously provided by such Lender, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other reasonably requested information as will permit by the Borrower or the Administrative Agent, Agent as the case may be, to determine (A) whether or not payments made hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) will permit such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made without withholding or at a reduced rate. 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 or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to such Lender pursuant to this Agreement, any other Loan Document or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdictiondo so. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation (other than such documentation set forth in paragraphs (ii), (iii), and, in the case of the Initial Lender, (iv) immediately succeeding sentence below) shall not be required if in the Lender’s reasonable judgment the such completion, execution or submission of such documentation would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.
(ii) . Without limiting the generality of the foregoing, 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 that is a “United States person” within were to fail to comply with the meaning applicable reporting requirements of FATCA (including those contained in Section 7701(a)(301471(b) or 1472(b) of the Code Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent executed originals of IRS Form W-9 (and any applicable successor form) and such other documentation or information prescribed by applicable Laws or reasonably requested by the Borrower or the Administrative Agent certifying that such Lender is exempt from U.S. federal backup withholding tax. The forms described in this Section 3.01(e)(ii) shall be provided by each Lender to the Borrower and the Administrative Agent at the time such Lender becomes a party to this Agreement, at the time or times prescribed by applicable Laws, when law and at such time or times reasonably requested by the Borrower or the Administrative Agent, Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and promptly upon such additional documentation reasonably requested by the obsolescence, invalidity Borrower or expiration of any form previously provided by 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 Section 5.03(e), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.
Appears in 1 contract
Tax Documentation. (i) Each Any Lender that is entitled to an exemption from or reduction of withholding Tax, with respect to payments under any Loan Document shall deliver to the Borrower and to the Administrative Agent, at the time it becomes a party to this Agreement, at the time or times prescribed by applicable Laws, when reasonably requested by the Borrower or the Administrative Agent, and promptly upon the obsolescence, invalidity or expiration of any form previously provided by such Lender, such properly completed and executed documentation prescribed by applicable Laws or reasonably requested by the taxing authorities of any jurisdiction and such other reasonably requested information Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the case may be, Borrower or the Administrative Agent to determine (A) whether or not payments made hereunder or under any other Loan Document are such Lender is subject to Taxes, (B) if applicable, the required rate of backup withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender pursuant to this Agreement, any other Loan Document or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdictioninformation reporting requirements. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation (other than such documentation set forth in paragraphs (iiSection 2.16(f)(ii)(A), (iii), and, in the case of the Initial Lender, B) and (ivD) below) shall not be required if in the Lender’s reasonable judgment the such completion, execution or submission of such documentation would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.
(ii) Without limiting the generality of the foregoing, :
(A) any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Code U.S. Person shall deliver to the Borrower and the Administrative Agent executed originals of IRS Form W-9 (and any applicable successor form) and such other documentation or information prescribed by applicable Laws or additional copies as shall be reasonably requested by the recipient) on or prior to the date on which such L▇▇▇▇▇ becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent Agent), duly completed and executed copies of IRS Form W-9 or any successor form certifying that such Lender is exempt from U.S. federal backup withholding tax. The forms described in this Section 3.01(e)(iiTax; and
(B) each Foreign Lender shall be provided by each Lender deliver to the Borrower and the Administrative Agent at (in such number of copies as shall be requested by the time recipient) on or prior to the date on which such Foreign Lender becomes a party Lender under this Agreement (and from time to this Agreement, at time thereafter upon the time or times prescribed by applicable Laws, when reasonably requested by reasonable request of the Borrower or the Administrative Agent, and promptly upon but only if such Foreign Lender is legally entitled to do so), whichever of the obsolescence, invalidity or expiration of any form previously provided by such Lender.following is applicable:
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Chicago Atlantic BDC, Inc.)
Tax Documentation. (ia) Each Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to any payments made under any Credit Facility Document shall deliver to the Borrower and to the Administrative Agent, at the time it becomes a party to this Agreement, at the time or times prescribed by applicable Laws, when reasonably requested by the Borrower or the Administrative Agent, and promptly upon the obsolescence, invalidity or expiration of any form previously provided by such Lender, such properly completed and executed documentation prescribed by applicable Laws or reasonably requested by the taxing authorities of any jurisdiction and such other reasonably requested information Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not payments made hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender pursuant to this Agreement, any other Loan Document or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction. Notwithstanding anything to the contrary in the preceding sentence, the completion, execution and submission of such documentation (other than such documentation set forth in paragraphs (ii), (iii), and, in the case of the Initial Lender, (iv) below) shall not be required if in the Lender’s reasonable judgment the completion, execution or submission of such documentation would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.
(ii) Without limiting the generality of the foregoing, any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Code shall deliver to the Borrower and the Administrative Agent executed originals of IRS Form W-9 (and any applicable successor form) and such other documentation or information prescribed by applicable Laws Law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Without limiting the generality of the foregoing:
(b) 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) two executed copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax. The forms described in this Section 3.01(e)(iiTax.
(c) shall be provided by each Any Lender that is a Non-U.S. Person shall, to the extent it is legally eligible to do so, deliver to the Borrower and the Administrative Agent at on or prior to the time date on which such Lender becomes a party Lender under this Agreement (and from time to this Agreement, at time thereafter upon the time or times prescribed by applicable Laws, when reasonably requested by reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable:
(i) in the case of a Lender claiming the claiming the benefits of an income tax treaty to which the United States of America is a party, two executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E;
(ii) two executed copies of IRS Form W-8ECI;
(iii) in the case of a 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 B-1 to the effect that such Non-U.S. 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 871(h)(3)(B) of the Code, or a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code and no payments under any Credit Facility Document are effectively connected with such Lender’s conduct of a U.S. trade or business (a “U.S. Tax Compliance Certificate”) and (y) two executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E; or
(iv) to the extent that a Lender that is a Non-U.S. Person is not the beneficial owner (for example, where the Lender is a partnership or a participating Lender), two executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit B-2 or Exhibit B-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if such Lender is a partnership and not a participating Lender, and promptly one or more direct or indirect partners of such Lender are claiming the portfolio interest exemption, such Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit B-4 on behalf of such direct and indirect partner(s);
(d) any Lender that is a Non-U.S. Person shall, to the extent it is legally eligible to do so, 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 obsolescencereasonable request of the Borrower or the Administrative Agent), invalidity or expiration two executed originals of any form previously provided other documentation 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 Lendersupplementary 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.
(e) The Administrative Agent shall deliver to the Borrower two executed copies of either (i) IRS Form W-9, or (ii) IRS Form W-8ECI (with respect to any payments to be received on its own behalf) and IRS Form W-8IMY (for all other payments), establishing that the Borrower can make payments to the Administrative Agent without deduction or withholding of any U.S. federal withholding Taxes, including Taxes imposed under FATCA.
(f) Notwithstanding any other provision of this Section 11.6, a Lender or the Administrative Agent shall not be required to deliver any documentation that such Lender or the Administrative Agent is not legally eligible to deliver.
Appears in 1 contract
Tax Documentation. (i) Each Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments under this Agreement shall deliver to the Borrower and (with a copy to the Administrative Agent, at the time it becomes a party to this Agreement), at the time or times prescribed by applicable Laws, when reasonably requested by the Borrower or the Administrative Agent, and promptly upon the obsolescence, invalidity or expiration of any form previously provided by such Lender, such properly completed and executed documentation prescribed by applicable Laws or reasonably requested by the taxing authorities of any jurisdiction and such other reasonably requested information Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the case may be, Borrower or the Administrative Agent to determine (A) whether or not payments made hereunder or under any other Loan Document are such Lender is subject to Taxes, (B) if applicable, the required rate of backup withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender pursuant to this Agreement, any other Loan Document or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdictioninformation reporting requirements. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation (other than such documentation set forth in paragraphs (iiSection 2.16(f)(ii)(A), (iii), and, in the case of the Initial Lender, ii)(B) and (ivii)(D) below) shall not be required if in the Lender’s reasonable judgment the such completion, execution or submission of such documentation would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.
(iii) Without limiting the generality of the foregoing, :
(A) any Lender that is a “United States person” within the meaning of (as defined under Section 7701(a)(30) of the Code Code) shall deliver to the Borrower and the Administrative Agent executed originals of IRS Form W-9 on or prior to the date on which such Lender becomes a Lender under this Agreement (and any applicable successor form) and such other documentation or information prescribed by applicable Laws or reasonably requested by from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent Agent), duly completed BUSINESS.29259741.231546920 and executed copies of Internal Revenue Service Form W-9 or any successor form certifying that such Lender is exempt from U.S. federal backup withholding tax. The forms described in this Section 3.01(e)(ii;
(B) shall be provided by each Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent at (in such number of copies as shall be requested by the time recipient) on or prior to the date on which such Foreign Lender becomes a party Lender under this Agreement (and from time to this Agreement, at time thereafter upon the time or times prescribed by applicable Laws, when reasonably requested by reasonable request of the Borrower or the Administrative Agent), and promptly upon whichever of the obsolescence, invalidity or expiration of any form previously provided by such Lender.following is applicable:
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (North Haven Private Income Fund LLC)
Tax Documentation. (i) Each Any Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement and the related Loan Documents, shall deliver to the Borrower and (with a copy to the Administrative Agent, at the time it becomes a party to this Agreement), at the time or times prescribed by applicable Laws, when law or reasonably requested by the Borrower or the Administrative Agent, and promptly upon the obsolescence, invalidity or expiration of any form previously provided by such LenderBorrower, such properly completed and executed documentation prescribed by applicable Laws law or reasonably requested by the taxing authorities of any jurisdiction and such other reasonably requested information Borrower as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the case may be, Borrower or the Administrative Agent to determine (A) whether or not payments made hereunder or under any other Loan Document are such Lender is subject to Taxes, (B) if applicable, the required rate of backup withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender pursuant to this Agreement, any other Loan Document or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdictioninformation reporting requirements. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation (other than such documentation set forth in paragraphs (iiSections 2.16(f)(i), (iii), and, in the case of the Initial Lender, (iv2.16(f)(ii) and 2.16(g) below) shall not be required if in the Lender’s reasonable judgment the such completion, execution or submission of such documentation would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.
(iii) Without limiting the generality of the foregoing, : (A) any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Code Person shall deliver to the Borrower and the Administrative Agent executed originals of IRS Form W-9 (and any applicable successor form) and such other documentation or information prescribed by applicable Laws or additional copies as shall be reasonably requested by the recipient) 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 Agent), duly completed and executed copies of Internal Revenue Service Form W-9 or any successor form certifying that such Lender is exempt from U.S. federal backup withholding tax. The forms described in this Section 3.01(e)(ii; and (B) shall be provided by each Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent at (in such number of copies as shall be requested by the time recipient) on or prior to the date on which such Foreign Lender becomes a party Lender under this Agreement (and from time to this Agreement, at time thereafter upon the time or times prescribed by applicable Laws, when reasonably requested by reasonable request of the Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable: (w) duly completed and promptly upon executed copies of Internal Revenue Service Form W-8BEN or W-8BEN-E or any successor form claiming eligibility for benefits of an income tax treaty to which the obsolescenceUnited States is a party, invalidity (x) duly completed copies of Internal Revenue Service Form W- 8ECI or expiration any successor form certifying that the income receivable pursuant to this Agreement is effectively connected with the conduct of any form previously provided by such Lender.a trade or business in the United States,
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Nuveen Churchill Direct Lending Corp.)
Tax Documentation. (ia) Each Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Finance Document shall deliver to the Borrower Obligor and to the Administrative Agent, at the time it becomes a party to this Agreement, at the time or times prescribed by applicable Laws, when reasonably requested by the Borrower Obligor or the Administrative Agent, and promptly upon the obsolescence, invalidity or expiration of any form previously provided by such Lender, such properly completed and executed documentation prescribed by applicable Laws or reasonably requested by the taxing authorities of any jurisdiction and such other reasonably requested information Obligor or the Agent as will permit the Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not payments made hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Obligor or the Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Obligor or the Agent as will enable the Obligor or the Agent to determine whether or not such Lender pursuant is subject to this Agreement, any other Loan Document backup withholding or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdictioninformation reporting requirements. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation (other than such documentation set forth in paragraphs clause 14.5 (iiTax Documentation) (b)(i) and (b)(ii), (iii), and, in the case of the Initial Lender, (iv) below) shall not be required if in the Lender’s reasonable judgment the such completion, execution or submission of such documentation would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.
(iib) Without limiting the generality of the foregoing, in the event that the Obligor is a U.S. Obligor,
(i) any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Code U.S. Person shall deliver to the Borrower Obligor 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 Obligor or the Agent), executed originals of IRS Form W-9 (and any applicable successor form) and such other documentation or information prescribed by applicable Laws or reasonably requested by the Borrower or the Administrative Agent certifying that such Lender is exempt from U.S. federal backup withholding tax. The forms described ;
(ii) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Obligor and the Agent (in this Section 3.01(e)(ii) such number of copies as shall be provided requested by each Lender the recipient) on or prior to the Borrower and the Administrative Agent at the time date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Obligor or the Agent), whichever of the following is applicable:
(A) 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 Finance 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 Finance 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;
(B) executed originals 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 part 1 of schedule 11 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
(D) 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 part 2 of schedule 11 or part 3 of schedule 11, 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 part 4 of schedule 11 on behalf of each such direct and indirect partner; and
(iii) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Obligor and the 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 AgreementAgreement (and from time to time thereafter upon the reasonable request of the Obligor or the Agent), at the time or times executed originals of any other form prescribed by applicable Lawslaw as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, when reasonably requested duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower Obligor or the Administrative Agent, Agent to determine the withholding or deduction required to be made; and promptly upon the obsolescence, invalidity or expiration of each Lender agrees that if it is aware that any form or certification it previously provided by delivered becomes inaccurate (due to a change in facts), it shall update such Lenderform or certification or promptly notify the Obligor and the Agent in writing of its legal inability to do so.
Appears in 1 contract
Tax Documentation. (i) Each Any Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement and the related Loan Documents, shall deliver to the Borrower and (with a copy to the Administrative Agent, at the time it becomes a party to this Agreement), at the time or times prescribed by applicable Laws, when law or reasonably requested by the Borrower or the Administrative Agent, and promptly upon the obsolescence, invalidity or expiration of any form previously provided by such LenderBorrower, such properly completed and executed documentation prescribed by applicable Laws law or reasonably requested by the taxing authorities of any jurisdiction and such other reasonably requested information Borrower as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the case may be, Borrower or the Administrative Agent to determine (A) whether or not payments made hereunder or under any other Loan Document are such Lender is subject to Taxes, (B) if applicable, the required rate of backup withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender pursuant to this Agreement, any other Loan Document or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdictioninformation reporting requirements. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation (other than such documentation set forth in paragraphs (iiSections 2.16(f)(ii), (iii), and, in the case of the Initial Lender, (iv2.16(f)(iii) and 2.16(g) below) shall not be required if in the Lender’s reasonable judgment the such completion, execution or submission of such documentation would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.
(ii) Without limiting the generality of the foregoing, :
(A) any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Code Person shall deliver to the Borrower and the Administrative Agent executed originals of IRS Form W-9 (and any applicable successor form) and such other documentation or information prescribed by applicable Laws or additional copies as shall be reasonably requested by the recipient) 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 Agent), duly completed and executed copies of Internal Revenue Service Form W-9 or any successor form certifying that such Lender is exempt from U.S. federal backup withholding tax. The forms described in this Section 3.01(e)(ii; and
(B) shall be provided by each Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent at (in such number of copies as shall be requested by the time recipient) on or prior to the date on which such Foreign Lender becomes a party Lender under this Agreement (and from time to this Agreement, at time thereafter upon the time or times prescribed by applicable Laws, when reasonably requested by reasonable request of the Borrower or the Administrative Agent, and promptly upon but only if such Foreign Lender is legally entitled to do so), whichever of the obsolescence, invalidity or expiration of any form previously provided by such Lender.following is applicable:
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Varagon Capital Corp)
Tax Documentation. (i) Each If the Administrativeany Agent or any Lender is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Credit Document, the Administrativesuch Agent or such Lender shall deliver deliver, to the extent it is legally entitled to do so, to the Borrower and to the Administrative Agent, at the time it becomes a party to this Agreement, at the time or times prescribed by applicable Laws, when reasonably requested in writing by the Borrower or the Administrative Agent, and promptly upon the obsolescence, invalidity or expiration of any form previously provided by such Lender, such properly completed and executed documentation prescribed that is required by applicable Laws law or the administrative practice of any Governmental Authority and that is reasonably requested in writing by the taxing authorities of any jurisdiction and such other reasonably requested information Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, the Administrativeany Agent or any Lender, if reasonably requested in writing by the Borrower or the Administrative Agent, as the case may beshall, to the extent it is legally entitled to do so, deliver such other documentation prescribed by applicable law and reasonably requested in writing by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine (A) whether or not payments made hereunder such Agent or under any other Loan Document are such Lender is subject to Taxes, (B) if applicable, the required rate of backup withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender pursuant to this Agreement, any other Loan Document or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction. Notwithstanding anything to the contrary in the preceding sentence, the completion, execution and submission of such documentation (other than such documentation set forth in paragraphs (ii), (iii), and, in the case of the Initial Lender, (iv) below) shall not be required if in the Lender’s reasonable judgment the completion, execution or submission of such documentation would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lenderinformation reporting requirements.
(ii) Without limiting the generality of the foregoing,
(A) the Administrative Agent shall, to the extent legally entitled to do so, deliver to the Borrower on or prior to the date on which it becomes the Administrative Agent under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower), executed originals of the applicable IRS Form W-8/W-9;
(B) any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Code 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 (and any applicable successor form) and such other documentation or information prescribed by applicable Laws or reasonably requested by the Borrower or the Administrative Agent certifying that such Lender is exempt from U.S. federal backup withholding tax. The forms described in this Section 3.01(e)(ii;
(C) shall be provided by each any Lender that is not a U.S. Person shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent at (in such number of copies as shall be requested by the time recipient) on or prior to the date on which such Lender becomes a party Lender under this Agreement (and from time to this Agreement, at time thereafter upon the time or times prescribed by applicable Laws, when reasonably requested by reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable:
(1) in the case of a 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 (as appropriate) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and promptly (y) with respect to any other applicable payments under any Credit Document, IRS Form 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;
(2) executed originals of IRS Form W-8ECI;
(3) in the case of a Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Internal Revenue Code, (x) a certificate substantially in the form of Exhibit F-1 to the effect that such Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Internal Revenue Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN or W-8BEN-E (as appropriate); or
(4) to the extent a 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 (as appropriate), 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; provided that if the Lender is a partnership and one or more direct or indirect partners of such Lender are claiming the portfolio interest exemption, such 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; and
(D) the Administrative Agent and any 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 the Administrative Agent or such Lender becomes the Administrative Agent or a Lender under this Agreement (and from time to time thereafter upon the obsolescencereasonable request of the Borrower or the Administrative Agent), invalidity or expiration executed originals of any other form previously provided 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 Lendersupplementary documentation as may be prescribed by applicable law to permit the Borrower, withholding agent or Administrative Agent to determine the withholding or deduction required to be made.
Appears in 1 contract
Tax Documentation. (i) Each Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to the Borrower and (with a copy to the Administrative Agent, at the time it becomes a party to this Agreement), at the time or times prescribed by applicable Laws, when law or reasonably requested by the Borrower or the Administrative Agent, and promptly upon the obsolescence, invalidity or expiration of any form previously provided by such LenderBorrower, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other reasonably requested information law as will permit such payments to be made without withholding or at a reduced rate. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the case may be, Borrower or the Administrative Agent to determine (A) whether or not payments made hereunder or under any other Loan Document are such Lender is subject to Taxes, (B) if applicable, the required rate of backup withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender pursuant to this Agreement, any other Loan Document or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdictioninformation reporting requirements. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation (other than such documentation set forth in paragraphs (ii), (iii), and, in the case of the Initial Lender, (ivSection 2.16(f)(ii) below) shall not be required if in the Lender’s reasonable judgment the such completion, execution or submission of such documentation would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.
(ii) Without limiting the generality of the foregoing, :
(A) any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Code Person shall deliver to the Borrower and the Administrative Agent executed originals of IRS Form W-9 (and any applicable successor form) and such other documentation or information prescribed by applicable Laws or additional copies as shall be reasonably requested by the recipient) on or prior to the date on which such Lender become a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent Agent), duly completed and executed copies of Internal Revenue Service Form W-9 or any successor form certifying that such Lender is exempt from U.S. federal backup withholding tax. The forms described in this Section 3.01(e)(ii; and
(B) each Foreign Lender shall be provided by each Lender deliver to the Borrower and the Administrative Agent at (in such number of copies as shall be requested by the time recipient) on or prior to the date on which such Foreign Lender becomes a party Lender under this Agreement (and from time to this Agreement, at time thereafter upon the time or times prescribed by applicable Laws, when reasonably requested by reasonable request of the Borrower or the Administrative Agent, and promptly upon but only if such Foreign Lender is legally entitled to do so), whichever of the obsolescence, invalidity or expiration of any form previously provided by such Lender.following is applicable:
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Owl Rock Capital Corp)
Tax Documentation. (i) Each Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to the Borrower and (with a copy to the Administrative Agent, at the time it becomes a party to this Agreement), at the time or 79 Revolving Credit Agreement times prescribed by applicable Laws, when law or reasonably requested by the Borrower or the Administrative Agent, and promptly upon the obsolescence, invalidity or expiration of any form previously provided by such LenderBorrower, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other reasonably requested information law as will permit such payments to be made without withholding or at a reduced rate. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the case may be, Borrower or the Administrative Agent to determine (A) whether or not payments made hereunder or under any other Loan Document are such Lender is subject to Taxes, (B) if applicable, the required rate of backup withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender pursuant to this Agreement, any other Loan Document or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdictioninformation reporting requirements. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation (other than such documentation set forth in paragraphs (ii), (iii), and, in the case of the Initial Lender, (ivSection 2.16(f)(ii) below) shall not be required if in the Lender’s reasonable judgment the such completion, execution or submission of such documentation would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.
(ii) Without limiting the generality of the foregoing, :
(A) any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Code U.S. Person shall deliver to the Borrower and the Administrative Agent executed originals of IRS Form W-9 (and any applicable successor form) and such other documentation or information prescribed by applicable Laws or additional copies as shall be reasonably requested by the recipient) on or prior to the date on which such ▇▇▇▇▇▇ becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent Agent), duly completed and executed copies of Internal Revenue Service Form W-9 or any successor form certifying that such Lender is exempt from U.S. federal backup withholding tax. The forms described in this Section 3.01(e)(ii; and
(B) each Foreign Lender shall be provided by each Lender deliver to the Borrower and the Administrative Agent at (in such number of copies as shall be requested by the time recipient) on or prior to the date on which such Foreign Lender becomes a party Lender under this Agreement (and from time to this Agreement, at time thereafter upon the time or times prescribed by applicable Laws, when reasonably requested by reasonable request of the Borrower or the Administrative Agent, and promptly upon but only if such Foreign Lender is legally entitled to do so), whichever of the obsolescence, invalidity or expiration of any form previously provided by such Lender.following is applicable:
Appears in 1 contract
Tax Documentation. (i) Each Any Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement and the related Loan Documents, shall deliver to the Borrower and (with a copy to the Administrative Agent, at the time it becomes a party to this Agreement), at the time or times prescribed by applicable Laws, when law or reasonably requested by the Borrower or the Administrative Agent, and promptly upon the obsolescence, invalidity or expiration of any form previously provided by such LenderBorrower, such properly completed and executed documentation prescribed by applicable Laws law or reasonably requested by the taxing authorities of any jurisdiction and such other reasonably requested information Borrower as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the case may be, Borrower or the Administrative Agent to determine (A) whether or not payments made hereunder or under any other Loan Document are such Lender is subject to Taxes, (B) if applicable, the required rate of backup withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender pursuant to this Agreement, any other Loan Document or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdictioninformation reporting requirements. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such 103 documentation (other than such documentation set forth in paragraphs (iiSections 2.16(f)(ii), (iii), and, in the case of the Initial Lender, (iv2.16(f)(iii) and 2.16(g) below) shall not be required if in the Lender’s reasonable judgment the such completion, execution or submission of such documentation would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.
(ii) Without limiting the generality of the foregoing, :
(A) any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Code Person shall deliver to the Borrower and the Administrative Agent executed originals of IRS Form W-9 (and any applicable successor form) and such other documentation or information prescribed by applicable Laws or additional copies as shall be reasonably requested by the recipient) 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 Agent), duly completed and executed copies of Internal Revenue Service Form W-9 or any successor form certifying that such Lender ▇▇▇▇▇▇ is exempt from U.S. federal backup withholding tax. The forms described in this Section 3.01(e)(ii; and
(B) shall be provided by each Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent at (in such number of copies as shall be requested by the time recipient) on or prior to the date on which such Foreign Lender becomes a party Lender under this Agreement (and from time to this Agreement, at time thereafter upon the time or times prescribed by applicable Laws, when reasonably requested by reasonable request of the Borrower or the Administrative Agent, and promptly upon but only if such Foreign Lender is legally entitled to do so), whichever of the obsolescence, invalidity or expiration of any form previously provided by such Lender.following is applicable:
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Barings Private Credit Corp)
Tax Documentation. (i) Each If any Agent or any Lender is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Credit Document, such Agent or such Lender shall deliver deliver, to the extent it is legally entitled to do so, to the Borrower and to the Administrative Agent, at the time it becomes a party to this Agreement, at the time or times prescribed by applicable Laws, when reasonably requested in writing by the Borrower or the Administrative Agent, and promptly upon the obsolescence, invalidity or expiration of any form previously provided by such Lender, such properly completed and executed documentation prescribed that is required by applicable Laws law or the administrative practice of any Governmental Authority and that is reasonably requested in writing by the taxing authorities of any jurisdiction and such other reasonably requested information Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Agent or any Lender, if reasonably requested in writing by the Borrower or the Administrative Agent, as the case may beshall, to the extent it is legally entitled to do so, deliver such other documentation prescribed by applicable law and reasonably requested in writing by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine (A) whether or not payments made hereunder such Agent or under any other Loan Document are such Lender is subject to Taxes, (B) if applicable, the required rate of backup withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender pursuant to this Agreement, any other Loan Document or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction. Notwithstanding anything to the contrary in the preceding sentence, the completion, execution and submission of such documentation (other than such documentation set forth in paragraphs (ii), (iii), and, in the case of the Initial Lender, (iv) below) shall not be required if in the Lender’s reasonable judgment the completion, execution or submission of such documentation would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lenderinformation reporting requirements.
(ii) Without limiting the generality of the foregoing,
(A) the Administrative Agent shall, to the extent legally entitled to do so, deliver to the Borrower on or prior to the date on which it becomes the Administrative Agent under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower), executed originals of the applicable IRS Form W-8/W-9;
(B) any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Code 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 (and any applicable successor form) and such other documentation or information prescribed by applicable Laws or reasonably requested by the Borrower or the Administrative Agent certifying that such Lender is exempt from U.S. federal backup withholding tax. The forms described in this Section 3.01(e)(ii;
(C) shall be provided by each any Lender that is not a U.S. Person shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent at (in such number of copies as shall be requested by the time recipient) on or prior to the date on which such Lender becomes a party Lender under this Agreement (and from time to this Agreement, at time thereafter upon the time or times prescribed by applicable Laws, when reasonably requested by reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable:
(1) in the case of a 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 Credit Document, executed originals of IRS Form W-8BEN or W-8BEN-E (as appropriate) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and promptly (y) with respect to any other applicable payments under any Credit Document, IRS Form 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;
(2) executed originals of IRS Form W-8ECI;
(3) in the case of a Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Internal Revenue Code, (x) a certificate substantially in the form of Exhibit F-1 to the effect that such Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Internal Revenue Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN or W-8BEN-E (as appropriate); or
(4) to the extent a 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 (as appropriate), 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; provided that if the Lender is a partnership and one or more direct or indirect partners of such Lender are claiming the portfolio interest exemption, such 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; and
(D) the Administrative Agent and any 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 the Administrative Agent or such Lender becomes the Administrative Agent or a Lender under this Agreement (and from time to time thereafter upon the obsolescencereasonable request of the Borrower or the Administrative Agent), invalidity or expiration executed originals of any other form previously provided 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 Lendersupplementary documentation as may be prescribed by applicable law to permit the Borrower, withholding agent or Administrative Agent to determine the withholding or deduction required to be made.
Appears in 1 contract
Sources: Second Lien Credit and Guaranty Agreement (Lannett Co Inc)
Tax Documentation. (i) Each Lender shall promptly (A) notify the Broker/Dealer and the Administrative Agent of any change in circumstances which does, or is reasonably likely to, modify or render invalid any claimed exemption from or reduction of Tax (including any exemption from Taxes required to be withheld or deducted from any payments hereunder), and (B) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws that the Broker/Dealer or the Administrative Agent make any withholding or deduction for or on account of Taxes imposed from amounts payable to such Lender hereunder.
(ii) Each Lender shall promptly deliver to the Borrower and to the Administrative Agent, at the time it becomes a party to this Agreement, at the time or times prescribed by applicable Laws, when reasonably requested by the Borrower or the Administrative Agent, and promptly upon the obsolescence, invalidity or expiration of any form previously provided by such Lender, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other reasonably requested information as will permit the Borrower Broker/Dealer or the Administrative Agent, as the case may beBroker/Dealer or the Administrative Agent shall reasonably request, on or prior to determine (A) whether the date hereof, and in a timely fashion thereafter, such documents and forms required by any relevant taxing authorities under the Laws of any jurisdiction, duly executed and completed by such Lender, as are required to be furnished by such Broker/Dealer or not payments made hereunder the Administrative Agent under such Laws in connection with any payment by the Broker/Dealer or under any other Loan Document are subject to the Administrative Agent of Taxes or Other Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in with respect of all payments to be made to such Lender pursuant to this Agreement, any other Loan Document or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction. Notwithstanding anything to the contrary in the preceding sentence, the completion, execution and submission of such documentation (other than such documentation set forth in paragraphs (ii), (iii), and, in the case of the Initial Lender, (iv) below) shall not be required if in the Lender’s reasonable judgment the completion, execution or submission of such documentation would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.
(iiiii) Without limiting the generality of the foregoingIn addition, any each Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Code shall deliver to the Borrower Broker/Dealer and the Administrative Agent (in such number as shall be requested by the recipient) on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the expiration of any previously delivered form or upon the request of the Broker/Dealer or the Administrative Agent) executed originals of IRS Form W-9 (and any applicable successor form) and or such other documentation or information prescribed by applicable Laws or reasonably requested by the Borrower Broker/Dealer or the Administrative Agent certifying as will enable the Broker/Dealer or the Administrative Agent, as the case may be, to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Each Lender that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code and that is entitled under the Code or any applicable treaty to an exemption from or reduction of United States federal withholding tax with respect to payments hereunder shall deliver to the Broker/Dealer and the Administrative Agent (in such number as shall be requested by the recipient) on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the expiration of any previously delivered form or upon the request of the Broker/Dealer or the Administrative Agent, but only if such Lender is legally entitled to do so), whichever of the following is applicable:
(A) executed originals of IRS Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States is a party;
(B) executed originals of IRS Form W-8ECI;
(C) executed originals of IRS Form W-8IMY and all required supporting documentation;
(D) in the case of a Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Code, (x) a certificate to the effect that such Lender is exempt from U.S. federal backup withholding tax. The forms not (I) a “bank” within the meaning of section 881(c)(3)(A) of the Code, (II) a “10-percent shareholder” of WNA within the meaning of section 881(c)(3)(B) of the Code or (III) a “controlled foreign corporation” described in this section 881(c)(3)(C) of the Code and (y) executed originals of IRS Form W-8BEN; or
(E) executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States federal withholding tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Broker/Dealer or the Administrative Agent to determine the withholding or deduction required to be made.
(iv) If a payment made to a Lender hereunder would be subject to United States 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 3.01(e)(ii1471(b) or 1472(b) of the Code, as applicable), such Lender shall be provided by each Lender deliver to the Borrower Broker/Dealer and the Administrative Agent at the time such Lender becomes a party to this Agreement, at the time or times prescribed by applicable Laws, when law and at such time or times reasonably requested by the Borrower Broker/Dealer or the Administrative Agent, and promptly upon the obsolescence, invalidity or expiration of any form previously provided by Agent such Lender.documentation prescribed by
Appears in 1 contract
Sources: Revolving Note and Cash Subordination Agreement (Willis Group Holdings PLC)
Tax Documentation. (i) Each Lender that is a Non-Domestic Bank or Treaty Bank and that is entitled to an exemption from or reduction of withholding tax under Spanish law or the Treaty with respect to payments hereunder shall, within two months of the Closing Date in the case of each such Lender that is a party hereto on the Closing Date, or within two months following the date such Lender becomes a party hereto or becomes a Non-Domestic Bank or Treaty Bank in the case of each such Lender that is not a party hereto or that is not a Non-Domestic Bank or Treaty Bank, as applicable, on the Closing Date, and thereafter, if requested in writing by the Borrower and required by any applicable Spanish law or Treaty, provide the Borrower, with an original certificate (or such other form of documentation or confirmation available in the relevant jurisdiction) issued by the competent authority of the jurisdiction in which Lender is resident for tax purposes attesting to the fact that such Lender is resident for tax purposes in a member state of the European Union or in a Treaty State within the meaning of the Treaty, if any, signed by such jurisdiction with Spain. Any Lender that is entitled to an exemption from or reduction of withholding tax under the law of any jurisdiction (other than Spain) from which a payment under any of the Loan Documents is made, or any treaty to which any such jurisdiction is a party, shall deliver to the Borrower and to the Administrative AgentBorrower, at the time it becomes a party to this Agreement, at the time or times prescribed by applicable Laws, when reasonably if requested in writing by the Borrower and if required by the applicable law of such jurisdiction or the Administrative Agent, and promptly upon the obsolescence, invalidity or expiration of any form previously provided by such Lendertreaty, such properly completed and executed documentation prescribed by such applicable Laws law or by the taxing authorities of any jurisdiction and such other reasonably requested information treaty as will permit the Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not payments made hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made without withholding or at a reduced rate of withholding. Except for any Lender referred to in the proviso of paragraph (e) above, for any period with respect to which a Lender has failed to provide the Borrower with any form required by the second preceding paragraph or has failed to comply with the requirements of the immediately preceding paragraph, such Lender pursuant to this Agreement, any other Loan Document or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction. Notwithstanding anything to the contrary in the preceding sentence, the completion, execution and submission of such documentation (other than such documentation set forth in paragraphs (ii), (iii), and, in the case of the Initial Lender, (iv) below) shall not be required entitled to indemnification under Section 2.10 with respect to Indemnified Taxes or Other Taxes imposed by Spain that are attributable to such failure; provided that, if in the Lender’s reasonable judgment the completion, execution or submission of such documentation would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.
(ii) Without limiting the generality of the foregoing, any a Lender that is a “United States person” within the meaning Non-Domestic Bank or a Treaty Bank would otherwise be exempt from or subject to a reduced rate of Section 7701(a)(30) withholding tax, becomes subject to Taxes because of the Code shall its failure to deliver to a form required hereunder, the Borrower and the Administrative Agent executed originals of IRS Form W-9 (and any applicable successor form) and shall take such other documentation or information prescribed by applicable Laws or reasonably requested by the Borrower or the Administrative Agent certifying that reasonable steps as such Lender is exempt from U.S. federal backup withholding tax. The forms described in this Section 3.01(e)(ii) shall be provided by each reasonably request to assist such Lender to the Borrower and the Administrative Agent at the time recover such Lender becomes a party to this Agreement, at the time or times prescribed by applicable Laws, when reasonably requested by the Borrower or the Administrative Agent, and promptly upon the obsolescence, invalidity or expiration of any form previously provided by such LenderTaxes.
Appears in 1 contract
Tax Documentation. (i) Each Any Lender that is entitled to an exemption from or reduction of withholding Tax, with respect to payments under any Loan Document shall deliver to the Borrower and to the Administrative Agent, at the time it becomes a party to this Agreement, at the time or times prescribed by applicable Laws, when reasonably requested by the Borrower or the Administrative Agent, and promptly upon the obsolescence, invalidity or expiration of any form previously provided by such Lender, such properly completed and executed documentation prescribed by applicable Laws or reasonably requested by the taxing authorities of any jurisdiction and such other reasonably requested information Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the case may be, Borrower or the Administrative Agent to determine (A) whether or not payments made hereunder or under any other Loan Document are such Lender is subject to Taxes, (B) if applicable, the required rate of backup withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender pursuant to this Agreement, any other Loan Document or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdictioninformation reporting requirements. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation (other than such documentation set forth in paragraphs (iiSection 2.16(f)(ii)(A), (iii), and, in the case of the Initial Lender, B) and (ivD) below) shall not be required if in the Lender’s reasonable judgment the such completion, execution or submission of such documentation would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.
(ii) Without limiting the generality of the foregoing, :
(A) any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Code U.S. Person shall deliver to the Borrower and the Administrative Agent executed originals of IRS Form W-9 (and any applicable successor form) and such other documentation or information prescribed by applicable Laws or additional copies as shall be reasonably requested by the recipient) on or prior to the date on which such ▇▇▇▇▇▇ becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent Agent), duly completed and executed copies of IRS Form W-9 or any successor form certifying that such Lender is exempt from U.S. federal backup withholding tax. The forms described in this Section 3.01(e)(iiTax; and
(B) each Foreign Lender shall be provided by each Lender deliver to the Borrower and the Administrative Agent at (in such number of copies as shall be requested by the time recipient) on or prior to the date on which such Foreign Lender becomes a party Lender under this Agreement (and from time to this Agreement, at time thereafter upon the time or times prescribed by applicable Laws, when reasonably requested by reasonable request of the Borrower or the Administrative Agent, and promptly upon but only if such Foreign Lender is legally entitled to do so), whichever of the obsolescence, invalidity or expiration of any form previously provided by such Lender.following is applicable:
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Varagon Capital Corp)
Tax Documentation. (i) Each Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to the Borrower and (with a copy to the Administrative Agent, at the time it becomes a party to this Agreement), at the time or times prescribed by applicable Laws, when law or reasonably requested by the Borrower or the Administrative Agent, and promptly upon the obsolescence, invalidity or expiration of any form previously provided by such LenderBorrower, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other reasonably requested information law as will permit such payments to be made without withholding or at a reduced rate. In addition, any Lender, if requested by the Borrower 47 Revolving Credit Agreement or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent, Agent as will enable the case may be, Borrower or the Administrative Agent to determine (A) whether or not payments made hereunder or under any other Loan Document are such Lender is subject to Taxes, (B) if applicable, the required rate of backup withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender pursuant to this Agreement, any other Loan Document or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdictioninformation reporting requirements. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation (other than such documentation set forth in paragraphs (ii), (iii), and, in the case of the Initial Lender, (ivSection 2.16(f)(ii) below) shall not be required if in the Lender’s reasonable judgment the such completion, execution or submission of such documentation would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.
(ii) Without limiting the generality of the foregoing, :
(A) any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Code Person shall deliver to the Borrower and the Administrative Agent executed originals of IRS Form W-9 (and any applicable successor form) and such other documentation or information prescribed by applicable Laws or additional copies as shall be reasonably requested by the recipient) on or prior to the date on which such Lender become a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent Agent), duly completed and executed copies of Internal Revenue Service Form W-9 or any successor form certifying that such Lender is exempt from U.S. federal backup withholding tax. The forms described in this Section 3.01(e)(ii; and
(B) each Foreign Lender shall be provided by each Lender deliver to the Borrower and the Administrative Agent at (in such number of copies as shall be requested by the time recipient) on or prior to the date on which such Foreign Lender becomes a party Lender under this Agreement (and from time to this Agreement, at time thereafter upon the time or times prescribed by applicable Laws, when reasonably requested by reasonable request of the Borrower or the Administrative Agent, and promptly upon but only if such Foreign Lender is legally entitled to do so), whichever of the obsolescence, invalidity or expiration of any form previously provided by such Lender.following is applicable:
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Owl Rock Capital Corp)
Tax Documentation. (i) Each Any Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Loan Documents shall deliver to the Borrower and (with a copy to the Administrative Agent, at the time it becomes a party to this Agreement), at the time or times prescribed by applicable Laws, when law or reasonably requested by the Borrower or the Administrative Agent, and promptly upon the obsolescence, invalidity or expiration of any form previously provided by such LenderBorrower, such properly completed and executed documentation prescribed by applicable Laws law or reasonably requested by the taxing authorities of any jurisdiction and such other reasonably requested information Borrower as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the case may be, Borrower or the Administrative Agent to determine (A) whether or not payments made hereunder or under any other Loan Document are such Lender is subject to Taxes, (B) if applicable, the required rate of backup withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender pursuant to this Agreement, any other Loan Document or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdictioninformation reporting requirements. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation (other than such documentation set forth in paragraphs (iiSections 2.15(f)(ii), (iii), and, in the case of the Initial Lender, (iv2.15(f)(iii) and 2.15(g) below) shall not be required if in the Lender’s reasonable judgment the such completion, execution or submission of such documentation would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.
(ii) Without limiting the generality of the foregoing, :
(A) any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Code Person shall deliver to the Borrower and the Administrative Agent executed originals of IRS Form W-9 (and any applicable successor form) and such other documentation or information prescribed by applicable Laws or additional copies as shall be reasonably requested by the recipient) 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 Agent), duly completed and executed copies of Internal Revenue Service Form W-9 or any successor form certifying that such Lender is exempt from U.S. federal backup withholding tax. The forms described in this Section 3.01(e)(ii; and
(B) each Foreign Lender shall be provided by each Lender deliver to the Borrower and the Administrative Agent at (in such number of copies as shall be requested by the time recipient) on or prior to the date on which such Foreign Lender becomes a party Lender under this Agreement (and from time to this Agreement, at time thereafter upon the time or times prescribed by applicable Laws, when reasonably requested by reasonable request of the Borrower or the Administrative Agent, and promptly upon but only if such Foreign Lender is legally entitled to do so), whichever of the obsolescence, invalidity or expiration of any form previously provided by such Lender.following is applicable:
Appears in 1 contract
Sources: Revolving Credit Agreement (Hercules Capital, Inc.)
Tax Documentation. (i) Each Any Foreign Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments under this Agreement shall deliver to the Borrower and (with a copy to the Administrative Agent, at the time it becomes a party to this Agreement), at the time or times prescribed by applicable Lawslaw or reasonably requested by the Borrower, when such properly completed and executed documentation reasonably requested by the Borrower as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if requested by the Borrower or the Administrative Agent, and promptly upon the obsolescence, invalidity or expiration of any form previously provided by shall deliver such Lender, such properly completed and executed other documentation prescribed by applicable Laws law or by the taxing authorities of any jurisdiction and such other reasonably requested information as will permit by the Borrower or the Administrative Agent, Agent as will enable the case may be, Borrower or the Administrative Agent to determine (A) whether or not payments made hereunder or under any other Loan Document are such Lender is subject to Taxes, (B) if applicable, the required rate of backup withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender pursuant to this Agreement, any other Loan Document or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdictioninformation reporting requirements. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation (other than such documentation set forth in paragraphs (iiSection 2.16(f)(ii)(A), (iii), and, in the case of the Initial Lender, ii)(B) and (ivii)(D) below) shall not be required if in the Lender’s reasonable judgment the such completion, execution or submission of such documentation would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.
(ii) Without limiting the generality of the foregoing, :
(A) any Lender that is a “United States person” within the meaning of (as defined under Section 7701(a)(30) of the Code Code) shall deliver to the Borrower and the Administrative Agent executed originals of IRS Form W-9 (and any applicable successor form) and such other documentation or information prescribed by applicable Laws or additional copies as shall be reasonably requested by the recipient) 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 Agent), duly completed and executed originals of Internal Revenue Service Form W-9 or any successor form certifying that such Lender is exempt from U.S. federal backup withholding tax. The forms described in this Section 3.01(e)(ii; and
(B) each Foreign Lender shall be provided by each Lender deliver to the Borrower and the Administrative Agent at (in such number of copies as shall be requested by the time recipient) on or prior to the date on which such Foreign Lender becomes a party Lender under this Agreement (and from time to this Agreement, at time thereafter upon the time or times prescribed by applicable Laws, when reasonably requested by reasonable request of the Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable:
(w) duly completed and promptly upon executed originals of Internal Revenue Service Form W-8BEN or W-8BEN-E or any successor form claiming eligibility for benefits of an income tax treaty to which the obsolescenceUnited States is a party,
(x) duly completed and executed originals of Internal Revenue Service Form W-8ECI or any successor form certifying that the income receivable pursuant to this Agreement is effectively connected with the conduct of a trade or business in the United States,
(y) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, invalidity (1) a certificate substantially in the form of Exhibit F-1 to the effect that such Foreign Lender is not (I) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (II) a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or expiration (III) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (2) duly completed and executed originals of Internal Revenue Service Form W-8BEN or W-8BEN-E (or any successor form) certifying that the Foreign Lender is not a United States Person, or
(z) to the extent a Foreign Lender is not the beneficial owner, duly completed and executed originals of Internal Revenue Service Form W-8IMY, accompanied by Internal Revenue Service Form W-8ECI, Internal Revenue Service Form W-8BEN or W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form previously of Exhibit F-2 or Exhibit F-3, Internal Revenue Service Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided by that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Lender.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;
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Goldman Sachs BDC, Inc.)
Tax Documentation. (i) Each Any Lender that is entitled to an exemption from or reduction of withholding Tax, with respect to payments under any Loan Document shall deliver to the Borrower and to the Administrative Agent, at the time it becomes a party to this Agreement, at the time or times prescribed by applicable Laws, when law or reasonably requested by the Borrower or the Administrative Agent, and promptly upon the obsolescence, invalidity or expiration of any form previously provided by such Lender, such properly completed and executed documentation prescribed by applicable Laws or reasonably requested by the taxing authorities of any jurisdiction and such other reasonably requested information Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the case may be, Borrower or the Administrative Agent to determine (A) whether or not payments made hereunder or under any other Loan Document are such Lender is subject to Taxes, (B) if applicable, the required rate of backup withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender pursuant to this Agreement, any other Loan Document or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdictioninformation reporting requirements. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation (other than such documentation set forth in paragraphs Section 2.16(f)(ii)(A) and (ii), (iii), and, in the case of the Initial Lender, (ivB) below) shall not be required if in the Lender’s reasonable judgment the such completion, execution or submission of such documentation would subject such Lender to any material 175400101981 Second Amended and Restated Revolving Credit Agreement unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.
(iii) Without limiting the generality of the foregoing, :
(A) any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Code U.S. Person shall deliver to the Borrower and the Administrative Agent executed originals of IRS Form W-9 (and any applicable successor form) and such other documentation or information prescribed by applicable Laws or additional copies as shall be reasonably requested by the recipient) 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 Agent), duly completed and executed copies of Internal Revenue Service Form W-9 or any successor form certifying that such Lender is exempt from U.S. federal backup withholding tax. The forms described in this Section 3.01(e)(iiTax; and
(B) shall be provided by each Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent at (in such number of copies as shall be requested by the time recipient) on or prior to the date on which such Foreign Lender becomes a party Lender under this Agreement (and from time to this Agreement, at time thereafter upon the time or times prescribed by applicable Laws, when reasonably requested by reasonable request of the Borrower or the Administrative Agent, and promptly upon but only if such Foreign Lender is legally entitled to do so), whichever of the obsolescence, invalidity or expiration of any form previously provided by such Lender.following is applicable:
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Pennantpark Investment Corp)
Tax Documentation. (i) Each Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments under this Agreement shall deliver to the Borrower and (with a copy to the Administrative Agent, at the time it becomes a party to this Agreement), at the time or times prescribed by applicable Laws, when reasonably requested by the Borrower or the Administrative Agent, and promptly upon the obsolescence, invalidity or expiration of any form previously provided by such Lender, such properly completed and executed documentation prescribed by applicable Laws or reasonably requested by the taxing authorities of any jurisdiction and such other reasonably requested information Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the case may be, Borrower or the Administrative Agent to determine (A) whether or not payments made hereunder or under any other Loan Document are such Lender is subject to Taxes, (B) if applicable, the required rate of backup withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender pursuant to this Agreement, any other Loan Document or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdictioninformation reporting requirements. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation (other than such documentation set forth in paragraphs (iiSection 2.16(f)(ii)(A), (iii), and, in the case of the Initial Lender, ii)(B) and (ivii)(D) below) shall not be required if in the Lender’s reasonable judgment the such completion, execution or submission of such documentation would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.
(ii) (i) Without limiting the generality of the foregoing, :
(A) any Lender that is a “United States person” within the meaning of (as defined under Section 7701(a)(30) of the Code Code) shall deliver to the Borrower and the Administrative Agent executed originals of IRS Form W-9 on or prior to the date on which such Lender becomes a Lender under this Agreement (and any applicable successor form) and such other documentation or information prescribed by applicable Laws or reasonably requested by from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent Agent), duly completed and executed copies of Internal Revenue Service Form W-9 or any successor form certifying that such Lender is exempt from U.S. federal backup withholding tax. The forms described in this Section 3.01(e)(ii;
(B) shall be provided by each Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent at (in such number of copies as shall be requested by the time recipient) on or prior to the date on which such Foreign Lender becomes a party Lender under this Agreement (and from time to this Agreement, at time thereafter upon the time or times prescribed by applicable Laws, when reasonably requested by reasonable request of the Borrower or the Administrative Agent), and promptly upon whichever of the obsolescence, invalidity or expiration of any form previously provided by such Lender.following is applicable:
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Goldman Sachs BDC, Inc.)
Tax Documentation. (i) Each Lender that is a Non-Domestic Bank or Treaty Bank and that is entitled to an exemption from or reduction of withholding tax under Spanish law or the Treaty with respect to payments hereunder shall, within two months of the Closing Date in the case of each such Lender that is a party hereto on the Closing Date, or within two months following the date such Lender becomes a party hereto or becomes a Non-Domestic Bank or Treaty Bank in the case of each such Lender that is not a party hereto or that is not a Non-Domestic Bank or Treaty Bank, as applicable, on the Closing Date, and thereafter, if requested in writing by the Borrower and required by any applicable Spanish law or Treaty, provide the Borrower, with an original certificate (or such other form of documentation or confirmation available in the relevant jurisdiction) issued by the competent authority of the jurisdiction in which Lender is resident for tax purposes attesting to the fact that such Lender is resident for tax purposes in a member state of the European Union or in a Treaty State within the meaning of the Treaty. Notwithstanding the foregoing, to the extent the procedures of the applicable competent authority require the competent authority to submit any such certification directly to the Borrower, a Lender shall satisfy the foregoing requirements by delivering a properly completed application to such authority on or before the dates prescribed above. Any Lender that is entitled to an exemption from or reduction of withholding tax under the law of any jurisdiction (other than Spain) from which a payment under any of the Loan Documents is made, or any treaty to which any such jurisdiction is a party, shall deliver to the Borrower and to the Administrative AgentBorrower, at the time it becomes a party to this Agreement, at the time or times prescribed by applicable Laws, when reasonably if requested in writing by the Borrower and if required by the applicable law of such jurisdiction or the Administrative Agent, and promptly upon the obsolescence, invalidity or expiration of any form previously provided by such Lendertreaty, such properly completed and executed documentation prescribed by such applicable Laws law or by the taxing authorities of any jurisdiction and such other reasonably requested information treaty as will permit the Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not payments made hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made without withholding or at a reduced rate of withholding. Except for any Lender referred to in the proviso of paragraph (e) above, for any period with respect to which a Lender has failed to provide the Borrower with any form required by the second preceding paragraph or has failed to comply with the requirements of the immediately preceding paragraph, such Lender pursuant to this Agreement, any other Loan Document or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction. Notwithstanding anything to the contrary in the preceding sentence, the completion, execution and submission of such documentation (other than such documentation set forth in paragraphs (ii), (iii), and, in the case of the Initial Lender, (iv) below) shall not be required entitled to indemnification under Section 2.10 with respect to Indemnified Taxes or Other Taxes imposed by Spain that are attributable to such failure; provided that, if in the Lender’s reasonable judgment the completion, execution or submission of such documentation would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.
(ii) Without limiting the generality of the foregoing, any a Lender that is a “United States person” within the meaning Non-Domestic Bank or a Treaty Bank would otherwise be exempt from or subject to a reduced rate of Section 7701(a)(30) withholding tax, becomes subject to Taxes because of the Code shall its failure to deliver to a form required hereunder, the Borrower and the Administrative Agent executed originals of IRS Form W-9 (and any applicable successor form) and shall take such other documentation or information prescribed by applicable Laws or reasonably requested by the Borrower or the Administrative Agent certifying that reasonable steps as such Lender is exempt from U.S. federal backup withholding tax. The forms described in this Section 3.01(e)(ii) shall be provided by each reasonably request to assist such Lender to the Borrower and the Administrative Agent at the time recover such Lender becomes a party to this Agreement, at the time or times prescribed by applicable Laws, when reasonably requested by the Borrower or the Administrative Agent, and promptly upon the obsolescence, invalidity or expiration of any form previously provided by such LenderTaxes.
Appears in 1 contract
Sources: Credit Agreement (Petersen Energia Inversora, S.A.)
Tax Documentation. (i) Each Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Credit Document shall deliver to the Borrower and to the Administrative Agent, at the time it becomes a party to this Agreement, at the time or times prescribed by applicable Laws, when reasonably requested by the Borrower or the Administrative Agent, and promptly upon the obsolescence, invalidity or expiration of any form previously provided by such Lender, such properly completed and executed documentation prescribed by applicable Laws or reasonably requested by the taxing authorities of any jurisdiction and such other reasonably requested information Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the case may be, Borrower or the Administrative Agent to determine (A) whether or not payments made hereunder or under any other Loan Document are such Lender is subject to Taxes, (B) if applicable, the required rate of backup withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender pursuant to this Agreement, any other Loan Document or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdictioninformation reporting requirements. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation (other than such documentation set forth in paragraphs (iiSections 2.12(e)(ii)(A), (iii), and, in the case of the Initial Lender, ii)(B) and (ivii)(D) below) shall not be required if in the Lender’s reasonable judgment the such completion, execution or submission of such documentation would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. The Administrative Agent and 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 such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the IRC) 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 the Administrative Agent and such Lender has complied with the Administrative Agent’s and such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment.
(ii) Without limiting the generality of the foregoing, ,
(A) the Administrative Agent and any Lender that is a “United States person” within the meaning of as defined in Section 7701(a)(30) of the Code IRC shall deliver to the Borrower and the Administrative Agent on or prior to the date on which the Administrative Agent and such Lender become a party 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 (and any applicable successor form) and such other documentation or information prescribed by applicable Laws or reasonably requested by the Borrower or certifying that the Administrative Agent certifying that and such Lender is are exempt from U.S. federal backup withholding tax. The forms described ;
(B) the Administrative Agent and any Lender that is not a “United States person” as defined in this Section 3.01(e)(ii7701(a)(30) shall be provided by each of the IRC (such Administrative Agent and any such Lender collectively, a “Foreign Lender”) shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent at (in such number of copies as shall be requested by the time recipient) on or prior to the date on which such Foreign Lender becomes a party Lender under this Agreement (and from time to this Agreement, at time thereafter upon the time or times prescribed by applicable Laws, when reasonably requested by reasonable request of the Borrower or the Administrative Agent), and promptly upon whichever of the obsolescence, invalidity or expiration of any form previously provided by such Lender.following is applicable:
Appears in 1 contract
Sources: Credit Agreement (International Rectifier Corp /De/)
Tax Documentation. (ia) Each Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Credit Facility Document shall deliver to the Borrower and to the Administrative Agent, at the time it becomes a party to this Agreement, at the time or times prescribed by applicable Laws, when reasonably requested by the Borrower or the Administrative Agent, and promptly upon the obsolescence, invalidity or expiration of any form previously provided by such Lender, such properly completed and executed documentation prescribed by applicable Laws or reasonably requested by the taxing authorities of any jurisdiction and such other reasonably requested information Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by Applicable Law or reasonably requested by the Borrower or the Administrative Agent as will enable the case may be, Borrower or the Administrative Agent to determine (A) whether or not payments made hereunder or under any other Loan Document are such Lender is subject to Taxes, (B) if applicable, the required rate of backup withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender pursuant to this Agreement, any other Loan Document or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdictioninformation reporting requirements. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation (other than such documentation set forth in paragraphs (iiSection 11.6(7)(b), (iii), and, in the case of the Initial Lender, (ivc) and 11.6(9) below) shall not be required if in the Lender’s reasonable judgment the such completion, execution or submission of such documentation would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.
(iib) Without limiting the generality of the foregoing, any Any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Code U.S. Person shall deliver to the Borrower and the Administrative Agent executed originals of IRS Form W-9 on or prior to the date on which such Lender becomes a Lender under this Agreement (and any applicable successor form) and such other documentation or information prescribed by applicable Laws or reasonably requested by from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent Agent) executed copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax. The forms described in this Section 3.01(e)(iiTax.
(c) Any Lender that is a Non-U.S. Person shall be provided by each Lender deliver to the Borrower and the Administrative Agent at on or prior to the time date on which such Lender becomes a party Lender under this Agreement (and from time to this Agreement, at time thereafter upon the time or times prescribed by applicable Laws, when reasonably requested by reasonable request of the Borrower or the Administrative Agent), one of the following:
(i) in the case of a Lender claiming the claiming the benefits of an income tax treaty to which the United States of America is a party (x) with respect to payments of interest under any Credit Facility Document, executed copies of IRS Form W-8BEN or IRS Form 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 promptly (y) with respect to any other applicable payments under any Credit Facility Document, IRS Form W-8BEN or IRS Form 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 copies of IRS Form W-8ECI;
(iii) in the case of a 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 B-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 871(h)(3)(B) of the Code, or a “controlled foreign corporation” related to the Borrower as 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
(iv) to the extent that a Lender that is a Non-U.S. Person is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit B-2 or Exhibit B-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if such Lender is a partnership and one or more direct or indirect partners of such Lender are claiming the portfolio interest exemption, such Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit B-4 on behalf of each such direct and indirect partner;
(d) any Lender that is a Non-U.S. Person 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 Lender becomes a Lender under this agreement (and from time to time thereafter upon the obsolescencereasonable request of the Borrower or the Administrative Agent), invalidity or expiration 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.
(e) On or before the Re-Domicile Date, the Administrative Agent (and on any date on or after the Re-Domicile Date on which any successor or replacement Administrative Agent becomes the Administrative Agent hereunder), it shall deliver to the Borrower two executed copies of either (i) IRS Form W-9, or (ii) IRS Form W-8ECI (with respect to any payments to be received on its own behalf) and IRS Form W-8IMY (for all other payments), establishing that the Borrower can make payments to the Administrative Agent without deduction or withholding of any Taxes imposed by the United States, including Taxes imposed under FATCA.
(f) Each Lender and the Administrative Agent agrees that if any form or certification it previously provided by delivered expires or becomes obsolete or inaccurate in any respect, it shall update such Lenderform or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.
Appears in 1 contract
Sources: Restated Credit Agreement (Maxar Technologies Ltd.)
Tax Documentation. (i) Each Any Lender that is entitled to an exemption from or reduction of withholding Tax, with respect to payments under any Loan Document shall deliver to the Borrower and to the Administrative Agent, at the time it becomes a party to this Agreement, at the time or times prescribed by applicable Laws, when law or reasonably requested by the Borrower or the Administrative Agent, and promptly upon the obsolescence, invalidity or expiration of any form previously provided by such Lender, such properly completed and executed documentation prescribed by applicable Laws or reasonably requested by the taxing authorities of any jurisdiction and such other reasonably requested information Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the case may be, Borrower or the Administrative Agent to determine (A) whether or not payments made hereunder or under any other Loan Document are such Lender is subject to Taxes, (B) if applicable, the required rate of backup withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender pursuant to this Agreement, any other Loan Document or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdictioninformation reporting requirements. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation (other than such documentation set forth in paragraphs Section 2.16(f)(ii)(A) and (ii), (iii), and, in the case of the Initial Lender, (ivB) below) shall not be required if in the Lender’s reasonable judgment the such completion, execution or submission of such documentation would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.
(ii) Without limiting the generality of the foregoing, :
(A) any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Code U.S. Person shall deliver to the Borrower and the Administrative Agent executed originals of IRS Form W-9 (and any applicable successor form) and such other documentation or information prescribed by applicable Laws or additional copies as shall be reasonably requested by the recipient) 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 Agent), duly completed and executed copies of Internal Revenue Service Form W-9 or any successor form certifying that such Lender is exempt from U.S. federal backup withholding tax. The forms described in this Section 3.01(e)(iiTax; and
(B) each Foreign Lender shall be provided by each Lender deliver to the Borrower and the Administrative Agent at (in such number of copies as shall be requested by the time recipient) on or prior to the date on which such Foreign Lender becomes a party Lender under this Agreement (and from time to this Agreement, at time thereafter upon the time or times prescribed by applicable Laws, when reasonably requested by reasonable request of the Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable: DOCVARIABLE #DNDocID \* MERGEFORMAT 748401849 77 Second Amended and promptly upon the obsolescence, invalidity or expiration of any form previously provided by such Lender.Restated Revolving Credit Agreement
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Pennantpark Investment Corp)
Tax Documentation. (i) Each Lender shall deliver to the Borrower and to the Administrative Agent, at the time it becomes a party to this Agreement, at the time or times prescribed by applicable Laws, when reasonably requested by the Borrower or the Administrative Agent, and promptly upon the obsolescence, invalidity or expiration of any form previously provided by such Lender, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other reasonably requested information as will permit the Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not payments made hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender pursuant to this Agreement, any other Loan Document or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction. Notwithstanding anything to the contrary in the preceding sentence, the completion, execution and submission of such documentation (other than such documentation set forth in paragraphs (ii), (iii), and, in the case of the Initial Lender, (iv) below) shall not be required if in the Lender’s reasonable judgment the completion, execution or submission of such documentation would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.
(ii) Without limiting the generality of the foregoing, :
(A) any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Code shall deliver to the Borrower and the Administrative Agent executed originals of IRS Form W-9 (and any applicable successor form) and such other documentation or information prescribed by applicable Laws or reasonably requested by the Borrower or the Administrative Agent certifying that such Lender is exempt from U.S. federal backup withholding tax; and
(B) each Foreign Lender that is entitled under the Code or any applicable treaty to an exemption from or reduction of United States federal withholding tax with respect to payments hereunder or under any other Loan Document shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Foreign Lender becomes a party to this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable:
(I) two accurate and complete executed copies of IRS Form W-8BEN or W-8BEN-E (or successor form) claiming eligibility for benefits of an income tax treaty to which the United States is a party;
(II) two accurate and complete executed copies of IRS Form W-8ECI or W-8EXP (or successor form);
(III) two accurate and complete executed copies of IRS Form W-8IMY (or successor form) and all required supporting documentation;
(IV) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, two accurate and complete executed copies of (x) a certificate to the effect that such Foreign Lender is not (A) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (B) a “10-percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code and (y) IRS Form W-8BEN or W-8BEN-E (or successor form); or
(V) two accurate and complete executed copies of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States federal withholding tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made. The forms described in this Section 3.01(e)(ii) shall be provided by each Lender to the Borrower and the Administrative Agent at the time such Lender becomes a party to this Agreement, at the time or times prescribed by applicable Laws, when reasonably requested by the Borrower or the Administrative Agent, and promptly upon the obsolescence, invalidity or expiration of any form previously provided by such Lender.
Appears in 1 contract
Tax Documentation. (i) Each Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to the Borrower and (with a copy to the Administrative Agent, at the time it becomes a party to this Agreement), at the time or times prescribed by applicable Laws, when law or reasonably requested by the Borrower or the Administrative Agent, and promptly upon the obsolescence, invalidity or expiration of any form previously provided by such LenderBorrower, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other reasonably requested information law as will permit such payments to be made without withholding or at a reduced rate. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the case may be, Borrower or the Administrative Agent to determine (A) whether or not payments made hereunder or under any other Loan Document are such Lender is subject to Taxes, (B) if applicable, the required rate of backup withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender pursuant to this Agreement, any other Loan Document or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdictioninformation reporting requirements. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation (other than such documentation set forth in paragraphs (ii), (iii), and, in the case of the Initial Lender, (ivSection 2.16(f)(ii) below) shall not be required if in the Lender’s reasonable judgment the such completion, execution or submission of such documentation would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.
(ii) Without limiting the generality of the foregoing, :
(A) any Lender that is a “United States person” within the meaning of (as defined under Section 7701(a)(30) of the Code Code) shall deliver to the Borrower and the Administrative Agent executed originals of IRS Form W-9 (and any applicable successor form) and such other documentation or information prescribed by applicable Laws or additional copies as shall be reasonably requested by the recipient) on or prior to the date on which such Lender become a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent Agent), duly completed and executed copies of Internal Revenue Service Form W-9 or any successor form certifying that such Lender is exempt from U.S. federal backup withholding tax. The forms described in this Section 3.01(e)(ii; and
(B) each Foreign Lender shall be provided by each Lender deliver to the Borrower and the Administrative Agent at (in such number of copies as shall be requested by the time recipient) on or prior to the date on which such Foreign Lender becomes a party Lender under this Agreement (and from time to this Agreement, at the time or times prescribed by applicable Laws, when reasonably requested by the Borrower or the Administrative Agent, and promptly thereafter upon the obsolescence, invalidity or expiration of any form previously provided by such Lender.reasonable
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (TPG Specialty Lending, Inc.)
Tax Documentation. (i) Each Any Lender that is entitled to an exemption from or reduction of withholding Tax, with respect to payments under any Loan Document shall deliver to the Borrower and to the Administrative Agent, at the time it becomes a party to this Agreement, at the time or times prescribed by applicable Laws, when law or reasonably requested by the Borrower or the Administrative Agent, and promptly upon the obsolescence, invalidity or expiration of any form previously provided by such Lender, such properly completed and executed documentation prescribed by applicable Laws or reasonably requested by the taxing authorities of any jurisdiction and such other reasonably requested information Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the case may be, Borrower or the Administrative Agent to determine (A) whether or not payments made hereunder or under any other Loan Document are such Lender is subject to Taxes, (B) if applicable, the required rate of backup withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender pursuant to this Agreement, any other Loan Document or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdictioninformation reporting requirements. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation (other than such documentation set forth in paragraphs Section 2.16(f)(ii)(A) and (ii), (iii), and, in the case of the Initial Lender, (ivB) below) shall not be required if in the Lender’s reasonable judgment the such completion, execution or submission of such documentation would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.
(ii) Without limiting the generality of the foregoing, :
(A) any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Code U.S. Person shall deliver to the Borrower and the Administrative Agent executed originals of IRS Form W-9 (and any applicable successor form) and such other documentation or information prescribed by applicable Laws or additional copies as shall be reasonably requested by the recipient) 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 Agent), duly completed and executed copies of Internal Revenue Service Form W-9 or any successor form certifying that such Lender is exempt from U.S. federal backup withholding tax. The forms described in this Section 3.01(e)(iiTax; and
(B) each Foreign Lender shall be provided by each Lender deliver to the Borrower and the Administrative Agent at (in such number of copies as shall be requested by the time recipient) on or prior to the date on which such Foreign Lender becomes a party Lender under this Agreement (and from time to this Agreement, at time thereafter upon the time or times prescribed by applicable Laws, when reasonably requested by reasonable request of the Borrower or the Administrative Agent, and promptly upon but only if such Foreign Lender is legally entitled to do so), whichever of the obsolescence, invalidity or expiration of any form previously provided by such Lender.following is applicable:
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Pennantpark Investment Corp)
Tax Documentation. (i) Each If the Administrative Agent or any Lender is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Credit Document, the Administrative Agent or such Lender shall deliver deliver, to the extent it is legally entitled to do so, to the Borrower and to the Administrative Agent, at the time it becomes a party to this Agreement, at the time or times prescribed by applicable Laws, when reasonably requested in writing by the Borrower or the Administrative Agent, and promptly upon the obsolescence, invalidity or expiration of any form previously provided by such Lender, such properly completed and executed documentation prescribed that is required by applicable Laws law or the administrative practice of any Governmental Authority and that is reasonably requested in writing by the taxing authorities of any jurisdiction and such other reasonably requested information Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, the Administrative Agent or any Lender, if reasonably requested in writing by the Borrower or the Administrative Agent, as the case may beshall, to the extent it is legally entitled to do so, deliver such other documentation prescribed by applicable law and reasonably requested in writing by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine (A) whether or not payments made hereunder or under any other Loan Document are such Lender is subject to Taxes, (B) if applicable, the required rate of backup withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender pursuant to this Agreement, any other Loan Document or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction. Notwithstanding anything to the contrary in the preceding sentence, the completion, execution and submission of such documentation (other than such documentation set forth in paragraphs (ii), (iii), and, in the case of the Initial Lender, (iv) below) shall not be required if in the Lender’s reasonable judgment the completion, execution or submission of such documentation would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lenderinformation reporting requirements.
(ii) Without limiting the generality of the foregoing,
(A) the Administrative Agent shall, to the extent legally entitled to do so, deliver to the Borrower on or prior to the date on which it becomes the Administrative Agent under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower), executed originals of the applicable IRS Form W-8/W-9;
(B) any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Code 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 (and any applicable successor form) and such other documentation or information prescribed by applicable Laws or reasonably requested by the Borrower or the Administrative Agent certifying that such Lender is exempt from U.S. federal backup withholding tax. The forms described in this Section 3.01(e)(ii;
(C) shall be provided by each any Lender that is not a U.S. Person shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent at (in such number of copies as shall be requested by the time recipient) on or prior to the date on which such Lender becomes a party Lender under this Agreement (and from time to this Agreement, at time thereafter upon the time or times prescribed by applicable Laws, when reasonably requested by reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable:
(1) in the case of a 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 (as appropriate) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and promptly (y) with respect to any other applicable payments under any Credit Document, IRS Form 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;
(2) executed originals of IRS Form W-8ECI;
(3) in the case of a Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Internal Revenue Code, (x) a certificate substantially in the form of Exhibit F-1 to the effect that such Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Internal Revenue Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN or W-8BEN-E (as appropriate); or
(4) to the extent a 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 (as appropriate), 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; provided that if the Lender is a partnership and one or more direct or indirect partners of such Lender are claiming the portfolio interest exemption, such 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; and
(D) the Administrative Agent and any 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 the Administrative Agent or such Lender becomes the Administrative Agent or a Lender under this Agreement (and from time to time thereafter upon the obsolescencereasonable request of the Borrower or the Administrative Agent), invalidity or expiration executed originals of any other form previously provided 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 Lendersupplementary documentation as may be prescribed by applicable law to permit the Borrower, withholding agent or Administrative Agent to determine the withholding or deduction required to be made.
Appears in 1 contract
Tax Documentation. (i) Each Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments under this Agreement shall deliver to the Borrower and (with a copy to the Administrative Agent, at the time it becomes a party to this Agreement), at the time or times prescribed by applicable Laws, when reasonably requested by the Borrower or the Administrative Agent, and promptly upon the obsolescence, invalidity or expiration of any form previously provided by such Lender, such properly completed and executed documentation prescribed by applicable Laws or reasonably requested by the taxing authorities of any jurisdiction and such other reasonably requested information Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the case may be, Borrower or the Administrative Agent to determine (A) 777795439 whether or not payments made hereunder or under any other Loan Document are such Lender is subject to Taxes, (B) if applicable, the required rate of backup withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender pursuant to this Agreement, any other Loan Document or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdictioninformation reporting requirements. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation (other than such documentation set forth in paragraphs (iiSection 2.16(f)(ii)(A), (iii), and, in the case of the Initial Lender, ii)(B) and (ivii)(D) below) shall not be required if in the Lender’s reasonable judgment the such completion, execution or submission of such documentation would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.
(ii) Without limiting the generality of the foregoing, :
(A) any Lender that is a “United States person” within the meaning of (as defined under Section 7701(a)(30) of the Code Code) shall deliver to the Borrower and the Administrative Agent executed originals of IRS Form W-9 on or prior to the date on which such Lender becomes a Lender under this Agreement (and any applicable successor form) and such other documentation or information prescribed by applicable Laws or reasonably requested by from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent Agent), duly completed and executed copies of Internal Revenue Service Form W-9 or any successor form certifying that such Lender is exempt from U.S. federal backup withholding tax. The forms described in this Section 3.01(e)(ii;
(B) shall be provided by each Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent at (in such number of copies as shall be requested by the time recipient) on or prior to the date on which such Foreign Lender becomes a party Lender under this Agreement (and from time to this Agreement, at time thereafter upon the time or times prescribed by applicable Laws, when reasonably requested by reasonable request of the Borrower or the Administrative Agent), and promptly upon whichever of the obsolescence, invalidity or expiration of any form previously provided by such Lender.following is applicable:
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Morgan Stanley Direct Lending Fund)
Tax Documentation. (i) Each Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to the Borrower and (with a copy to the Administrative Agent, at the time it becomes a party to this Agreement), at the time or times prescribed by applicable Laws, when law or reasonably requested by the Borrower or the Administrative Agent, and promptly upon the obsolescence, invalidity or expiration of any form previously provided by such LenderBorrower, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other reasonably requested information law as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the case may be, Borrower or the Administrative Agent to determine (A) whether or not payments made hereunder or under any other Loan Document are such Lender is subject to Taxes, (B) if applicable, the required rate of backup withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender pursuant to this Agreement, any other Loan Document or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdictioninformation reporting requirements. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation (other than such documentation set forth in paragraphs (ii), (iii), and, in the case of the Initial Lender, (ivSection 2.16(f)(ii) below) shall not be required if in the Lender’s reasonable judgment the such completion, execution or submission of such documentation would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.. 77 Revolving Credit Agreement
(ii) Without limiting the generality of the foregoing, :
(A) any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Code Person shall deliver to the Borrower and the Administrative Agent executed originals of IRS Form W-9 (and any applicable successor form) and such other documentation or information prescribed by applicable Laws or additional copies as shall be reasonably requested by the recipient) 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 Agent), duly completed and executed copies of Internal Revenue Service Form W-9 or any successor form certifying that such Lender ▇▇▇▇▇▇ is exempt from U.S. federal backup withholding tax. The forms described in this Section 3.01(e)(ii; and
(B) each Foreign Lender shall be provided by each Lender deliver to the Borrower and the Administrative Agent at (in such number of copies as shall be requested by the time recipient) on or prior to the date on which such Foreign Lender becomes a party Lender under this Agreement (and from time to this Agreement, at time thereafter upon the time or times prescribed by applicable Laws, when reasonably requested by reasonable request of the Borrower or the Administrative Agent), and promptly upon but only if such Foreign Lender is legally entitled to do so, whichever of the obsolescence, invalidity or expiration of any form previously provided by such Lender.following is applicable:
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Crescent Capital BDC, Inc.)
Tax Documentation. (i) Each Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to the Borrower and (with a copy to the Administrative Agent, at the time it becomes a party to this Agreement), at the time or times prescribed by applicable Laws, when law or reasonably requested by the Borrower or the Administrative Agent, and promptly upon the obsolescence, invalidity or expiration of any form previously provided by such LenderBorrower, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other reasonably requested information law as will permit such payments to be made without withholding or at a reduced rate. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the case may be, Borrower or the Administrative Agent to determine (A) whether or not payments made hereunder or under any other Loan Document are such Lender is subject to Taxes, (B) if applicable, the required rate of backup withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender pursuant to this Agreement, any other Loan Document or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdictioninformation reporting requirements. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation (other than such documentation set forth in paragraphs (ii), (iii), and, in the case of the Initial Lender, (ivSection 2.16(f)(ii) below) shall not be required if in the Lender’s reasonable judgment the such completion, execution or submission of such documentation would 80 Revolving Credit Agreement subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.
(iii) Without limiting the generality of the foregoing, :
(A) any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Code U.S. Person shall deliver to the Borrower and the Administrative Agent executed originals of IRS Form W-9 (and any applicable successor form) and such other documentation or information prescribed by applicable Laws or additional copies as shall be reasonably requested by the recipient) 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 Agent), duly completed and executed copies of Internal Revenue Service Form W-9 or any successor form certifying that such Lender is exempt from U.S. federal backup withholding tax. The forms described in this Section 3.01(e)(ii; and
(B) each Foreign Lender shall be provided by each Lender deliver to the Borrower and the Administrative Agent at (in such number of copies as shall be requested by the time recipient) on or prior to the date on which such Foreign Lender becomes a party Lender under this Agreement (and from time to this Agreement, at time thereafter upon the time or times prescribed by applicable Laws, when reasonably requested by reasonable request of the Borrower or the Administrative Agent, and promptly upon but only if such Foreign Lender is legally entitled to do so), whichever of the obsolescence, invalidity or expiration of any form previously provided by such Lender.following is applicable:
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Sixth Street Lending Partners)
Tax Documentation. (i) Each Any Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement and the related Loan Documents shall deliver to the Borrower and (with a copy to the Administrative Agent, at the time it becomes a party to this Agreement), at the time or times prescribed by applicable Laws, when law or reasonably requested by the Borrower or the Administrative Agent, and promptly upon the obsolescence, invalidity or expiration of any form previously provided by such LenderBorrower, such properly completed and executed documentation prescribed by applicable Laws law or reasonably requested by the taxing authorities of any jurisdiction and such other reasonably requested information Borrower as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the case may be, Borrower or the Administrative Agent to determine (A) whether or not payments made hereunder or under any other Loan Document are such Lender is subject to Taxes, (B) if applicable, the required rate of backup withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender pursuant to this Agreement, any other Loan Document or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdictioninformation reporting requirements. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation (other than such documentation set forth in paragraphs (iiSections 2.15(f)(ii), (iii), and, in the case of the Initial Lender, (iv2.15(f)(iii) and 2.15(g) below) shall not be required if in the Lender’s reasonable judgment the such completion, execution or submission of such documentation would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.
(ii) Without limiting the generality of the foregoing, :
(A) any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Code Person shall deliver to the Borrower and the Administrative Agent executed originals of IRS Form W-9 (and any applicable successor form) and such other documentation or information prescribed by applicable Laws or additional copies as shall be reasonably requested by the recipient) 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 Agent), duly completed and executed copies of Internal Revenue Service Form W-9 or any successor form certifying that such Lender ▇▇▇▇▇▇ is exempt from U.S. federal backup withholding tax. The forms described in this Section 3.01(e)(ii; and
(B) each Foreign Lender shall be provided by each Lender deliver to the Borrower and the Administrative Agent at (in such number of copies as shall be requested by the time recipient) on or prior to the date on which such Foreign Lender becomes a party Lender under this Agreement (and from time to this Agreement, at time thereafter upon the time or times prescribed by applicable Laws, when reasonably requested by reasonable request of the Borrower or the Administrative Agent, and promptly upon but only if such Foreign Lender is legally entitled to do so), whichever of the obsolescence, invalidity or expiration of any form previously provided by such Lender.following is applicable:
Appears in 1 contract
Sources: Revolving Credit Agreement (Hercules Capital, Inc.)
Tax Documentation. (i) Each Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to the Borrower and (with a copy to the Administrative Agent, at the time it becomes a party to this Agreement), at the time or times prescribed by applicable Laws, when law or reasonably requested by the Borrower or the Administrative Agent, and promptly upon the obsolescence, invalidity or expiration of any form previously provided by such LenderBorrower, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other reasonably requested information law as will permit such payments to be made without withholding or at a reduced rate. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the case may be, Borrower or the Administrative Agent to determine (A) whether or not payments made hereunder or under any other Loan Document are such Lender is subject to Taxes, (B) if applicable, the required rate of backup withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender pursuant to this Agreement, any other Loan Document or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdictioninformation reporting requirements. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation (other than such documentation set forth in paragraphs (ii), (iii), and, in the case of the Initial Lender, (ivSection 2.16(f)(ii) below) shall not be required if in the Lender’s reasonable judgment the such completion, execution or submission of such documentation would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.. 58 Revolving Credit Agreement
(ii) Without limiting the generality of the foregoing, :
(A) any Lender that is a “United States person” within the meaning of (as defined under Section 7701(a)(30) of the Code Code) shall deliver to the Borrower and the Administrative Agent executed originals of IRS Form W-9 (and any applicable successor form) and such other documentation or information prescribed by applicable Laws or additional copies as shall be reasonably requested by the recipient) on or prior to the date on which such Lender become a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent Agent), duly completed and executed copies of Internal Revenue Service Form W-9 or any successor form certifying that such Lender is exempt from U.S. federal backup withholding tax. The forms described in this Section 3.01(e)(ii; and
(B) each Foreign Lender shall be provided by each Lender deliver to the Borrower and the Administrative Agent at (in such number of copies as shall be requested by the time recipient) on or prior to the date on which such Foreign Lender becomes a party Lender under this Agreement (and from time to this Agreement, at time thereafter upon the time or times prescribed by applicable Laws, when reasonably requested by reasonable request of the Borrower or the Administrative Agent, and promptly upon but only if such Foreign Lender is legally entitled to do so), whichever of the obsolescence, invalidity or expiration of any form previously provided by such Lender.following is applicable:
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (NF Investment Corp.)
Tax Documentation. (i) Each Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to the Borrower and (with a copy to the Administrative Agent, at the time it becomes a party to this Agreement), at the time or times prescribed by applicable Laws, when law or reasonably requested by the Borrower or the Administrative Agent, and promptly upon the obsolescence, invalidity or expiration of any form previously provided by such LenderBorrower, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other reasonably requested information law as will permit such payments to be made without withholding or at a reduced rate. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the case may be, Borrower or the Administrative Agent to determine (A) whether or not payments made hereunder or under any other Loan Document are such Lender is subject to Taxes, (B) if applicable, the required rate of backup withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender pursuant to this Agreement, any other Loan Document or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdictioninformation reporting requirements. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation (other than such documentation set forth in paragraphs (ii), (iii), and, in the case of the Initial Lender, (ivSection 2.16(f)(ii) below) shall not be required if in the Lender’s reasonable judgment the such completion, execution or submission of such documentation would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.
(ii) Without limiting the generality of the foregoing, :
(A) any Lender that is a “United States person” within the meaning of (as defined under Section 7701(a)(30) of the Code Code) shall deliver to the Borrower and the Administrative Agent executed originals of IRS Form W-9 (and any applicable successor form) and such other documentation or information prescribed by applicable Laws or additional copies as shall be reasonably requested by the recipient) on or prior to the date on which such Lender become a Lender under this Agreement (and from time to time thereafter upon the reasonable 701007202 11262547 55 Revolving Credit Agreement request of the Borrower or the Administrative Agent Agent), duly completed and executed copies of Internal Revenue Service Form W-9 or any successor form certifying that such Lender is exempt from U.S. federal backup withholding tax. The forms described in this Section 3.01(e)(ii; and
(B) each Foreign Lender shall be provided by each Lender deliver to the Borrower and the Administrative Agent at (in such number of copies as shall be requested by the time recipient) on or prior to the date on which such Foreign Lender becomes a party Lender under this Agreement (and from time to this Agreement, at time thereafter upon the time or times prescribed by applicable Laws, when reasonably requested by reasonable request of the Borrower or the Administrative Agent, and promptly upon but only if such Foreign Lender is legally entitled to do so), whichever of the obsolescence, invalidity or expiration of any form previously provided by such Lender.following is applicable:
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Pennantpark Investment Corp)