Common use of Withholding Exemption Certificates Clause in Contracts

Withholding Exemption Certificates. Each Lender upon becoming a Lender agrees that it will deliver to Administrative Agent and Borrower either (a) if such Lender is a United States person (as such term is defined in Section 7701(a)(30) of the Code), an executed copy of a United States Internal Revenue Service Form W-9 certifying that such Lender is exempt from United States backup withholding, or (b) if such Lender is not a United States person (as such term is defined in Section 7701(a)(30) of the Code), two duly completed copies of United States Internal Revenue Service Form W-8BEN or W-8BEN-E, W-8ECI, W-8EXP or W-8IMY or successor applicable form, as the case may be (certifying therein an entitlement to an exemption from or reduction in, United States withholding Taxes) plus, in the case of a Lender using the so-called “portfolio interest exemption,” a duly completed and executed non-bank certificate in the form of Exhibits G-1, G-2, G-3 or G-4, as applicable to such Lender (each a “U.S. Tax Compliance Certificate”). Each Lender which delivers to Borrower and Administrative Agent a Form W-9, W-8BEN or W-8BEN-E, W-8ECI, W-8EXP or W-8IMY and a U.S. Tax Compliance Certificate, as the case may be, pursuant to the preceding sentence further undertakes to deliver to Borrower and Administrative Agent further copies of the Form W-9, W-8BEN or W-8BEN-E, W-8ECI, W-8EXP or W-8IMY, or successor applicable forms, or other manner of certification or procedure, and a U.S. Tax Compliance Certificate, as the case may be, on or before the date that any such form or certificate expires or becomes obsolete or within a reasonable time after gaining knowledge of the occurrence of any event requiring a change in the most recent forms previously delivered by it, and such extensions or renewals thereof as may reasonably be requested by Borrower or Administrative Agent, certifying in the case of a Form W-9, W-8BEN or W-8BEN-E, W-8ECI, W-8EXP or W-8IMY and a U.S. Tax Compliance Certificate, as the case may be, that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal Taxes, or at a reduced rate, unless in any such cases any change in treaty, law, regulation or the circumstance of any Loan Party or Affiliate of any Loan Party (other than an Affiliate that is a Credit Party) or any designation of a new lending office or assignment described in the exception contained in clause (B) of Section 2.4.4(a) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms or certificates inapplicable or which would prevent a Lender from duly completing and delivering any such form or certificate with respect to it and such Lender advises Borrower that it is not capable of receiving payments without any deduction or withholding of United States federal Tax or at a reduced rate. For the avoidance of doubt, however, Borrower shall not be obligated to pay any additional amounts in respect of United States federal Tax pursuant to Section 2.4.4 (or make an indemnification payment pursuant to Section 2.4.4) to any Lender (including any entity to which any Lender sells, assigns, grants a participation in, or otherwise transfers its rights under this Agreement) if the obligation to pay such additional amounts (or such indemnification) would not have arisen but for a failure of such Lender to comply with its obligations under this Section 2.4.5. Notwithstanding any other provision of this Section 2.4.5, no Person shall be required to deliver any form pursuant to this Section 2.4.5 that such Person is not legally able to deliver.

Withholding Exemption Certificates. Each Administrative Agent on the Restatement Date, each Lender upon becoming a Lender, each LC Issuer upon becoming an LC Issuer, and each Person to which any Lender agrees grants a participation (or otherwise transfers its interest in this Agreement) agree that it they will deliver to Administrative Agent and Borrower either (a) if such Lender or Person is a United States person (as such term is defined in Section 7701(a)(30) of the Code), an executed copy of a United States Internal Revenue Service Form W-9 certifying that such Lender is exempt from United States backup withholdingW-9, or (b) if such Lender or Person is not a United States person (as such term is defined in Section 7701(a)(30) of the Code), two duly completed copies of United States Internal Revenue Service Form W-8BEN or W-8BEN-E, W-8ECI, W-8EXP or W-8IMY or successor applicable form, as the case may be (certifying therein an entitlement to an exemption from or reduction in, United States withholding Taxestaxes) plus, in the case of a Lender or a Person using the so-called “portfolio interest exemption,” a duly completed and executed non-bank certificate in the form of Exhibits G-1Exhibit J, G-2, G-3 or G-4, as if applicable to such Lender (each a “U.S. Tax Compliance Section 2.5.6 Certificate”). Each Lender or LC Issuer which delivers to Borrower and Administrative Agent a Form W-9X-0, W-8BEN or W-8BEN-EX-0XXX, W-8ECIX-0XXX, W-8EXP X-0XXX or W-8IMY and a U.S. Tax Compliance Section 2.5.6 Certificate, as the case may be, pursuant to the preceding sentence further undertakes to deliver to Borrower and Administrative Agent further copies of the Form W-9X-0, W-8BEN or W-8BEN-EX-0XXX, W-8ECI, X-0XXX W-8EXP or W-8IMY, or successor applicable forms, or other manner of certification or procedure, and a U.S. Tax Compliance Section 2.5.6 Certificate, as the case may be, on or before the date that any such form or certificate expires or becomes obsolete or within a reasonable time after gaining knowledge of the occurrence of any event requiring a change in the most recent forms previously delivered by itit to Borrower, and such extensions or renewals thereof as may reasonably be requested by Borrower or Administrative AgentBorrower, certifying in the case of a Form W-9X-0, W-8BEN X-0XXX or W-8BEN-E, W-8ECI, W-8EXP or W-8IMY and a U.S. Tax Compliance Section 2.5.6 Certificate, as the case may be, that such Lender or LC Issuer is entitled to receive payments under this Agreement without deduction or withholding of any United States federal Taxesincome taxes, or at a reduced rate, unless in any such cases any change in treaty, law, regulation or the circumstance of any Loan Borrower Party or Affiliate of any Loan Borrower Party (other than an Affiliate that is a Credit Secured Party) or any designation of a new lending office or assignment described in the exception contained in clause (B) of Section 2.4.4(a2.5.4(a) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms or certificates inapplicable or which would prevent a Lender or LC Issuer from duly completing and delivering any such form or certificate with respect to it and such Lender or LC Issuer advises Borrower that it is not capable of receiving payments without any deduction or withholding of United States federal Tax income tax or at a reduced rate. For the avoidance of doubt, however, Borrower shall not be obligated obligated, however, to pay any additional amounts in respect of United States federal Tax income tax pursuant to Section 2.4.4 2.5.4 (or make an indemnification payment pursuant to Section 2.4.42.5.4) to any Lender or LC Issuer (including any entity to which any Lender or LC Issuer sells, assigns, grants a participation in, or otherwise transfers its rights under this Agreement) if the obligation to pay such additional amounts (or such indemnification) would not have arisen but for a failure of such Lender to comply with its obligations under this Section 2.4.52.5.6. Notwithstanding any other provision of this Section 2.4.52.5.6, no Person shall be required to deliver any form pursuant to this Section 2.4.5 2.5.6 that such Person is not legally able to deliver.

Withholding Exemption Certificates. Each Lender upon becoming a Lender agrees that it will deliver to Administrative Agent and Borrower either (a) if such Lender is a United States person (as such term is defined in Section 7701(a)(30) of the Code), an executed copy of a United States Internal Revenue Service Form W-9 certifying that such Lender is exempt from United States backup withholding, or (b) if such Lender is not a United States person (as such term is defined in Section 7701(a)(30) of the Code), two duly completed copies of United States Internal Revenue Service Form W-8BEN or W-8BEN-E, W-8ECI, W-8EXP or W-8IMY or successor applicable form, as the case may be (certifying therein an entitlement to an exemption from or reduction in, United States withholding Taxes) plus, in the case of a Lender using the so-called “portfolio interest exemption,” a duly completed and executed non-bank certificate in the form of Exhibits G-1I-1, G-2I-2, G-3 I-3 or G-4I-4, as applicable to such Lender (each a “U.S. Tax Compliance Certificate”). Each Lender which delivers to Borrower and Administrative Agent a Form W-9, W-8BEN or W-8BEN-E, W-8ECI, W-8EXP or W-8IMY and a U.S. Tax Compliance Certificate, as the case may be, pursuant to the preceding sentence further undertakes to deliver to Borrower and Administrative Agent further copies of the Form W-9, W-8BEN or W-8BEN-E, W-8ECI, W-8EXP or W-8IMY, or successor applicable forms, or other manner of certification or procedure, and a U.S. Tax Compliance Certificate, as the case may be, on or before the date that any such form or certificate expires or becomes obsolete or within a reasonable time after gaining knowledge of the occurrence of any event requiring a change in the most recent forms previously delivered by it, and such extensions or renewals thereof as may reasonably be requested by Borrower or Administrative Agent, certifying in the case of a Form W-9, W-8BEN or W-8BEN-E, W-8ECI, W-8EXP or W-8IMY and a U.S. Tax Compliance Certificate, as the case may be, that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal Taxes, or at a reduced rate, unless in any such cases any change in treaty, law, regulation or the circumstance of any Loan Party or Affiliate of any Loan Party (other than an Affiliate that is a Credit Party) or any designation of a new lending office or assignment described in the exception contained in clause (B) of Section 2.4.4(a) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms or certificates inapplicable or which would prevent a Lender from duly completing and delivering any such form or certificate with respect to it and such Lender advises Borrower that it is not capable of receiving payments without any deduction or withholding of United States federal Tax or at a reduced rate. For the avoidance of doubt, however, Borrower shall not be obligated to pay any additional amounts in respect of United States federal Tax pursuant to Section 2.4.4 (or make an indemnification payment pursuant to Section 2.4.4) to any Lender (including any entity to which any Lender sells, assigns, grants a participation in, or otherwise transfers its rights under this Agreement) if the obligation to pay such additional amounts (or such indemnification) would not have arisen but for a failure of such Lender to comply with its obligations under this Section 2.4.5. Notwithstanding any other provision of this Section 2.4.5, no Person shall be required to deliver any form pursuant to this Section 2.4.5 that such Person is not legally able to deliver.

Withholding Exemption Certificates. Nothing in this Section 2.4(g) shall be construed to require any Agent or any Lender to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower or any other Person. Each Lender upon becoming Agent and Lender, on or before the Closing Date, agree that they will deliver to Borrower and the Administrative Agent (in case of a Lender Lender) (and the Administrative Agent agrees that it will deliver to Administrative Agent and Borrower Borrower) either (ai) Internal Revenue Service Form W-9 if such Lender it is a United States person (as such term is defined in Section 7701(a)(30) of the Code), an executed copy of a United States Internal Revenue Service Form W-9 certifying that such Lender is exempt from United States backup withholding, ; or (bii) if such Lender it is not a United States person (as such term is defined in Section 7701(a)(30) of the Code)person, two (2) duly completed copies of United States Internal Revenue Service Form W-8BEN or W-8BEN-E, W-8ECI, W-8EXP or W-8IMY a certificate substantially in the form of Exhibit C (“Withholding Certificate (Portfolio Interest)”) or a successor applicable form, as the case may be (be, certifying therein an entitlement in each case that such Agent or Lender is entitled to an exemption from receive payments under this Agreement without deduction or reduction in, withholding of any United States withholding Taxes) plus, in the case of a Lender using the so-called “portfolio interest exemption,” a duly completed and executed non-bank certificate in the form of Exhibits G-1, G-2, G-3 or G-4, as applicable to such Lender (each a “U.S. Tax Compliance Certificate”)federal income taxes. Each Lender which delivers to Borrower and the Administrative Agent a Form W-9, W-8BEN (claiming an exemption under an applicable treaty or W-8BEN-E, W-8ECI, W-8EXP a portfolio interest exemption) or W-8IMY and a U.S. Tax Compliance Certificate, as the case may be, W-8ECI pursuant to the preceding sentence further undertakes undertakes, to the extent permitted by law, to deliver to Borrower and to the Administrative Agent further copies of the said letter and Form W-9, W-8BEN or W-8BEN-E, W-8ECI, W-8EXP or W-8IMY, or successor applicable forms, or other manner of certification or procedure, and a U.S. Tax Compliance Certificate, as the case may be, on or before the date that any such letter or form or certificate expires or becomes obsolete or within a reasonable time after gaining knowledge of the occurrence of any event requiring a change in the most recent letter and forms previously delivered by itit to Borrower, and such extensions or renewals thereof as may reasonably be requested by Borrower or the Administrative Agent, certifying in the case of a Form W-9, W-8BEN or W-8BEN-E, W-8ECI, W-8EXP or W-8IMY and a U.S. Tax Compliance Certificate, as the case may be, that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal Taxes, or at a reduced rate, unless in any such cases any change in treaty, law, regulation or the circumstance of any Loan Party or Affiliate of any Loan Party (other than an Affiliate that is a Credit Party) or any designation of a new lending office or assignment described in the exception contained in clause (B) of Section 2.4.4(a) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms or certificates inapplicable or which would prevent a Lender from duly completing and delivering any such form or certificate with respect to it and such Lender advises Borrower that it is not capable of receiving payments without any deduction or withholding of United States federal Tax or at a reduced rate. For the avoidance of doubt, however, Borrower shall not be obligated to pay any additional amounts in respect of United States federal Tax pursuant to Section 2.4.4 (or make an indemnification payment pursuant to Section 2.4.4) to any Lender (including any entity to which any Lender sells, assigns, grants a participation in, or otherwise transfers its rights under this Agreement) if the obligation to pay such additional amounts (or such indemnification) would not have arisen but for a failure of such Lender to comply with its obligations under this Section 2.4.5. Notwithstanding any other provision of this Section 2.4.5, no Person shall be required to deliver any form pursuant to this Section 2.4.5 that such Person is not legally able to deliver.

Withholding Exemption Certificates. Each Lender On the Closing Date, or upon becoming a Lender hereunder, each Lender agrees that it will deliver to Borrower and Administrative Agent and Borrower either (ai) if such Lender it is a incorporated under the laws of the United States person (as such term is defined in Section 7701(a)(30) of America or a state thereof, two duly completed originals or copies of the Code), an executed copy of a United States Internal Revenue Service Form W-9 certifying that such Lender is exempt from United States backup withholding, or W-9; (bii) if such Lender it is not a United States person (as such term is defined in Section 7701(a)(30) of the Code)so incorporated, two duly completed originals or copies of United States Internal Revenue Service Form W-8BEN or W-8ECI, Form W-8BEN/W-8BEN-E, W-8ECI, W-8EXP E or Form W-8IMY or successor applicable form, as the case may be (be, certifying therein an entitlement in each case that such Lender is entitled to an exemption from receive payments under this Agreement without deduction or reduction in, withholding of any United States withholding Taxesfederal income taxes; or (iii) plus, in the case of such a Lender using that is entitled to claim exemption from withholding of United States Federal income tax under Section 871(h) or Section 881(c) of the so-called “portfolio interest exemption,” Code, (x) a duly completed and executed non-bank certificate in to the form of Exhibits G-1, G-2, G-3 or G-4, as applicable to effect that such Lender is (each A) not a “U.S. Tax Compliance Certificate”)bank” within the meaning of Section 881(c)(3)(A) of the Code, (B) not a “10 percent shareholder” within the meaning of Section 881(c)(3)(B) of the Code and (C) not a controlled foreign corporation described in Section 881(c)(3)(C) of the Code and (y) two accurate, complete and signed copies of United States Internal Revenue Service Form W-8BEN/W-8BEN-E or successor form. Each Lender which delivers to Borrower and Administrative Agent a Form W-9, W-8BEN W-8ECI, W-8IMY or W-8BEN/W-8BEN-E, W-8ECI, W-8EXP or W-8IMY and a U.S. Tax Compliance Certificate, as the case may be, E pursuant to the preceding sentence further undertakes to deliver to Borrower and Administrative Agent further completed originals or copies of the said letter and Form W-9, W-8BEN W-8ECI, or W-8IMY or W-8BEN/W-8BEN-E, W-8ECI, W-8EXP or W-8IMY, or successor applicable forms, or other manner of certification or procedure, and a U.S. Tax Compliance Certificate, as the case may be, on or before the date that any such letter or form or certificate expires or becomes obsolete or within a reasonable time after gaining knowledge of the occurrence of any event requiring a change in the most recent letter and forms previously delivered by itit to Borrower, and such extensions or renewals thereof as may reasonably be requested by Borrower or Administrative Agent, certifying in the case of a Form W-9W-8ECI, W-8BEN W-8IMY or W-8BEN/W-8BEN-E, W-8ECI, W-8EXP or W-8IMY and a U.S. Tax Compliance Certificate, as the case may be, E that such Lender is entitled to receive payments under this Agreement Agreement, the Notes and the other Credit Documents without deduction or withholding of any United States federal Taxes, or at a reduced rateincome taxes, unless in any such cases an event (including any change in treaty, law, regulation law or the circumstance of any Loan Party or Affiliate of any Loan Party (other than an Affiliate that is a Credit Party) or any designation of a new lending office or assignment described in the exception contained in clause (B) of Section 2.4.4(aregulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms or certificates inapplicable or which would prevent a Lender from duly completing and delivering any such letter or form or certificate with respect to it and such Lender advises Borrower that it is not capable of receiving payments without any deduction or withholding of United States federal Tax or at a reduced rate. For the avoidance of doubt, however, Borrower shall not be obligated to pay any additional amounts in respect of United States federal Tax pursuant to Section 2.4.4 (or make an indemnification payment pursuant to Section 2.4.4) to any Lender (including any entity to which any Lender sells, assigns, grants a participation in, or otherwise transfers its rights under this Agreement) if the obligation to pay such additional amounts (or such indemnification) would not have arisen but for a failure of such Lender to comply with its obligations under this Section 2.4.5. Notwithstanding any other provision of this Section 2.4.5, no Person shall be required to deliver any form pursuant to this Section 2.4.5 that such Person is not legally able to deliverincome tax.

Withholding Exemption Certificates. Each Lender upon becoming a Lender agrees and each LC Issuer upon becoming an LC Issuer agree that it they will deliver to the Administrative Agent and the Borrower either (a) if such Lender is a United States person (as such term is defined in Section 7701(a)(30) of the Code), an executed copy of a United States Internal Revenue Service Form W-9 certifying that such Lender is exempt from United States backup withholdingW-9, or (b) if such Lender is not a United States person (as such term is defined in Section 7701(a)(30) of the Code), two duly completed copies of United States Internal Revenue Service Form W-8BEN or W-8BEN-E, W-8ECI, W-8EXP or W-8IMY or successor applicable form, as the case may be (certifying therein an entitlement to an exemption from or reduction in, United States withholding Taxestaxes) plus, in the case of a Lender using the so-called “portfolio interest exemption,” a duly completed and executed non-bank certificate in the form of Exhibits G-1E-1, G-2E-2, G-3 E-3 or G-4E-4, as applicable to such Lender (each a “U.S. Tax Compliance Certificate”). Each Lender or LC Issuer which delivers to the Borrower and the Administrative Agent a Form W-9, W-8BEN or W-8BEN-E, W-8ECI, W-8EXP or W-8IMY and and/or a U.S. Tax Compliance Certificate, as the case may be, pursuant to the preceding sentence further undertakes to deliver to the Borrower and the Administrative Agent further copies of the Form W-9, W-8BEN or W-8BEN-E, W-8ECI, W-8EXP or W-8IMY, or successor applicable forms, or other manner of certification or procedure, and a U.S. Tax Compliance Certificate, as the case may be, on or before the date that any such form or certificate expires or becomes obsolete or within a reasonable time after gaining knowledge of the occurrence of any event requiring a change in the most recent forms previously delivered by it, and such extensions or renewals thereof as may reasonably be requested by the Borrower or the Administrative Agent, certifying in the case of a Form W-9, W-8BEN or W-8BEN-E, W-8ECI, W-8EXP or W-8IMY and and/or a U.S. Tax Compliance Certificate, as the case may be, that such Lender or LC Issuer is entitled to receive payments under this Agreement without deduction or withholding of any United States federal Taxesincome taxes, or at a reduced rate, unless in any such cases any change in treaty, law, regulation or the circumstance of any Loan Party Obligor or Affiliate of any Loan Party Obligor (other than an Affiliate that is a Credit Party) or any designation of a new lending office or assignment described in the or other applicable exception contained in clause (B) of Section 2.4.4(a) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms or certificates inapplicable or which would prevent a Lender or LC Issuer from duly completing and delivering any such form or certificate with respect to it and such Lender or LC Issuer advises the Borrower that it is not capable of receiving payments without any deduction or withholding of United States federal Tax income tax or at a reduced rate. For the avoidance of doubt, however, Borrower shall not be obligated to pay any additional amounts in respect of United States federal Tax pursuant to Section 2.4.4 (or make an indemnification payment pursuant to Section 2.4.4) to any Lender (including any entity to which any Lender sells, assigns, grants a participation in, or otherwise transfers its rights under this Agreement) if the obligation to pay such additional amounts (or such indemnification) would not have arisen but for a failure of such Lender to comply with its obligations under this Section 2.4.5. Notwithstanding any other provision of this Section 2.4.52.7.5, no Person shall be required to deliver any form pursuant to this Section 2.4.5 2.7.5 that such Person is not legally able to deliver.

Withholding Exemption Certificates. Nothing in this Section 2.4(g) shall be construed to require any Agent or any Lender to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower or any other Person. Each Lender upon becoming Agent and Lender, on or before the Closing Date, agree that they will deliver to Borrower and the Administrative Agent (in case of a Lender Lender) (and the Administrative Agent agrees that it will deliver to Administrative Agent and Borrower Borrower) either (ai) Internal Revenue Service Form W-9 if such Lender it is a United States person (as such term is defined in Section 7701(a)(30) of the Code), an executed copy of a United States Internal Revenue Service Form W-9 certifying that such Lender is exempt from United States backup withholding, ; or (bii) if such Lender it is not a United States person (as such term is defined in Section 7701(a)(30) of the Code)person, two (2) duly completed copies of United States Internal Revenue Service Form W-8BEN X-0XXX, X-0XXX-X, X-0XXX, or W-8BEN-E, W-8ECI, W-8EXP a certificate substantially in the form of Exhibit C (“Withholding Certificate (Portfolio Interest)”) or W-8IMY or a successor applicable form, as the case may be (be, certifying therein an entitlement in each case that such Agent or Lender is entitled to an exemption from receive payments under this Agreement without deduction or reduction in, withholding of any United States withholding Taxes) plus, in the case of a Lender using the so-called “portfolio interest exemption,” a duly completed and executed non-bank certificate in the form of Exhibits G-1, G-2, G-3 or G-4, as applicable to such Lender (each a “U.S. Tax Compliance Certificate”)federal income taxes. Each Lender which delivers to Borrower and the Administrative Agent a Form W-9W-8BEN, W-8BEN or W-8BEN-E, W-8ECI, W-8EXP E (claiming an exemption under an applicable treaty or W-8IMY and a U.S. Tax Compliance Certificate, as the case may be, portfolio interest exemption) or W-8ECI pursuant to the preceding sentence further undertakes undertakes, to the extent permitted by law, to deliver to Borrower and to the Administrative Agent further copies of the said letter and Form W-9W-8BEN, W-8BEN or W-8BEN-E, E or W-8ECI, W-8EXP or W-8IMY, or successor applicable forms, or other manner of certification or procedure, and a U.S. Tax Compliance Certificate, as the case may be, on or before the date that any such letter or form or certificate expires or becomes obsolete or within a reasonable time after gaining knowledge of the occurrence of any event requiring a change in the most recent letter and forms previously delivered by itit to Borrower, and such extensions or renewals thereof as may reasonably be requested by Borrower or the Administrative Agent, certifying in . Trapper Loan Agreement [***] Confidential treatment has been requested for the case of a Form W-9, W-8BEN or W-8BEN-E, W-8ECI, W-8EXP or W-8IMY bracketed portions. The confidential redacted portion has been omitted and a U.S. Tax Compliance Certificate, as filed separately with the case may be, that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal Taxes, or at a reduced rate, unless in any such cases any change in treaty, law, regulation or the circumstance of any Loan Party or Affiliate of any Loan Party (other than an Affiliate that is a Credit Party) or any designation of a new lending office or assignment described in the exception contained in clause (B) of Section 2.4.4(a) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms or certificates inapplicable or which would prevent a Lender from duly completing Securities and delivering any such form or certificate with respect to it and such Lender advises Borrower that it is not capable of receiving payments without any deduction or withholding of United States federal Tax or at a reduced rate. For the avoidance of doubt, however, Borrower shall not be obligated to pay any additional amounts in respect of United States federal Tax pursuant to Section 2.4.4 (or make an indemnification payment pursuant to Section 2.4.4) to any Lender (including any entity to which any Lender sells, assigns, grants a participation in, or otherwise transfers its rights under this Agreement) if the obligation to pay such additional amounts (or such indemnification) would not have arisen but for a failure of such Lender to comply with its obligations under this Section 2.4.5. Notwithstanding any other provision of this Section 2.4.5, no Person shall be required to deliver any form pursuant to this Section 2.4.5 that such Person is not legally able to deliverExchange Commission.