Common use of Status of Lenders Clause in Contracts

Status of Lenders. (i) Each Recipient shall deliver to the Borrower and to the Administrative Agent, whenever reasonably requested by the Borrower or the Administrative Agent, such properly completed and duly executed documentation prescribed by applicable Requirements of Law and such other reasonably requested information as will permit the Borrower or the Administrative Agent, as the case may be, (x) to determine whether or not any payments made under any Loan Document are subject to Tax Withholdings or information reporting requirements, (y) to determine, if applicable, the required rate of Tax Withholdings, and (z) to establish such Recipient’s entitlement to any available exemption from, or reduction in the rate of, Tax Withholdings, in respect of any payments to be made to such Recipient by any Credit Party pursuant to any Loan Document or otherwise establish such Recipient’s status for withholding Tax purposes in an applicable jurisdiction. Notwithstanding anything to the contrary in the preceding sentence, the completion, execution and submission of such documentation and information (other than such documentation set forth in Section 2.15(e)(ii)(A)(1)-(4), Section 2.15(e)(ii)(B) and Section 2.15(e)(ii)(C) below) shall not be required if in the Recipient’s reasonable judgment such completion, execution or submission would subject such Recipient to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Recipient.

Appears in 13 contracts

Samples: First Lien Credit Agreement (Allvue Systems Holdings, Inc.), Second Lien Credit Agreement (Allvue Systems Holdings, Inc.), Credit Agreement (iCIMS Holding LLC)

AutoNDA by SimpleDocs

Status of Lenders. (i) Each Recipient 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 Documents shall deliver to the Borrower and to the Administrative Agent, whenever at the time or times prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent, such properly completed and duly executed documentation prescribed by applicable Requirements of Law and such other law or reasonably requested information by the 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, (x) Borrower or the Administrative Agent to determine whether or not any payments made under any Loan Document are such Lender is subject to Tax Withholdings backup withholding or information reporting requirements, (y) to determine, if applicable, the required rate of Tax Withholdings, and (z) to establish such Recipient’s entitlement to any available exemption from, or reduction in the rate of, Tax Withholdings, in respect of any payments to be made to such Recipient by any Credit Party pursuant to any Loan Document or otherwise establish such Recipient’s status for withholding Tax purposes in an applicable jurisdiction. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation and information (other than such documentation set forth in Section 2.15(e)(ii)(A)(1)-(4), 2.15(f)(ii)(A) or (B) or Section 2.15(e)(ii)(B) and Section 2.15(e)(ii)(C2.15(g) below) shall not be required if in the RecipientLender’s reasonable judgment such completion, execution or submission would subject such Recipient Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such RecipientLender.

Appears in 13 contracts

Samples: Senior Secured Revolving Credit Agreement (Capital Southwest Corp), Revolving Credit Agreement (Oaktree Strategic Credit Fund), Revolving Credit Agreement (Oaktree Specialty Lending Corp)

Status of Lenders. (i) Each Recipient Any Lender that is entitled to an exemption from or reduction of withholding tax with respect to payments made under any loan document shall deliver to the Borrower and to the Administrative Agent, whenever at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and duly executed documentation prescribed by applicable Requirements of Law and such other reasonably requested information by the 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 any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority or reasonably requested by the Borrower or the Administrative Agent as will enable the case may be, (x) Borrower or the Administrative Agent to determine whether or not any payments made under any Loan Document are such Lender is subject to Tax Withholdings backup withholding or information reporting requirements, (y) to determine, if applicable, the required rate of Tax Withholdings, and (z) to establish such Recipient’s entitlement to any available exemption from, or reduction in the rate of, Tax Withholdings, in respect of any payments to be made to such Recipient by any Credit Party pursuant to any Loan Document or otherwise establish such Recipient’s status for withholding Tax purposes in an applicable jurisdiction. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation and information (other than such documentation set forth in Section 2.15(e)(ii)(A)(1)-(4), Section 2.15(e)(ii)(B2.17(f)(ii)(A) and (B) and Section 2.15(e)(ii)(C2.17(f) below) shall not be required if in the RecipientLender’s reasonable judgment such completion, execution or submission would subject such Recipient Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such RecipientLender.

Appears in 12 contracts

Samples: Assignment and Assumption (Enterprise Products Partners L.P.), Assignment and Assumption (Enterprise Products Partners L.P.), Day Revolving Credit Agreement (Enterprise Products Partners L.P.)

Status of Lenders. (i) Each Recipient 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 Documents shall deliver to the Borrower and to the Administrative Agent, whenever at the time or times prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent, such properly completed and duly executed documentation prescribed by applicable Requirements of Law and such other law or reasonably requested information by the 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, (x) Borrower or the Administrative Agent to determine whether or not any payments made under any Loan Document are such Lender is subject to Tax Withholdings backup withholding or information reporting requirements, (y) to determine, if applicable, the required rate of Tax Withholdings, and (z) to establish such Recipient’s entitlement to any available exemption from, or reduction in the rate of, Tax Withholdings, in respect of any payments to be made to such Recipient by any Credit Party pursuant to any Loan Document or otherwise establish such Recipient’s status for withholding Tax purposes in an applicable jurisdiction. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation and information (other than such documentation set forth in Section 2.15(e)(ii)(A)(1)-(4), 2.14(f)(ii)(A) or (B) or Section 2.15(e)(ii)(B) and Section 2.15(e)(ii)(C2.14(g) below) shall not be required if in the RecipientLender’s reasonable judgment such completion, execution or submission would subject such Recipient Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such RecipientLender.

Appears in 12 contracts

Samples: Credit Agreement (BlackRock TCP Capital Corp.), Senior Secured Revolving Credit Agreement (Monroe Capital Income Plus Corp), Credit Agreement (BlackRock TCP Capital Corp.)

Status of Lenders. (i) Each Recipient Any Lender that is entitled to an exemption from, or reduction of, any applicable withholding Tax with respect to any payments under any Loan Document shall deliver to the Borrower Company and to the Administrative Agent, whenever at the time or times reasonably requested by the Borrower Company or the Administrative Agent and at the time or times prescribed by applicable law, such properly completed and executed documentation prescribed by applicable law or as reasonably requested by the Company or the Administrative Agent as will permit such payments to be made without, or at a reduced rate of, withholding. In addition, any Lender, if reasonably requested by the Company or the Administrative Agent, shall deliver such properly completed and duly executed other documentation prescribed by applicable Requirements of Law and such other law or reasonably requested information as will permit by the Borrower Company or the Administrative Agent, Agent as will enable the case may be, (x) Company or the Administrative Agent to determine whether or not any payments made under any Loan Document are such Lender is subject to Tax Withholdings any withholding (including backup withholding) or information reporting requirements, (y) to determine, if applicable, the required rate of Tax Withholdings, and (z) to establish such Recipient’s entitlement to any available exemption from, or reduction in the rate of, Tax Withholdings, in respect of any payments to be made to such Recipient by any Credit Party pursuant to any Loan Document or otherwise establish such Recipient’s status for withholding Tax purposes in an applicable jurisdiction. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation and information (other than such documentation set forth in Section 2.15(e)(ii)(A)(1)-(4), Section 2.15(e)(ii)(B3.4(f)(ii)(A) through (E) and Section 2.15(e)(ii)(C3.4(f)(iii) below) shall not be required if in the RecipientLender’s reasonable judgment such completion, execution or submission would subject such Recipient Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such RecipientLender.

Appears in 9 contracts

Samples: Credit Agreement (DIEBOLD NIXDORF, Inc), Credit Agreement (DIEBOLD NIXDORF, Inc), Credit Agreement (DIEBOLD NIXDORF, Inc)

Status of Lenders. (i) Each Recipient Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and Designated Company (with a copy to the Administrative Agent), whenever at the time or times reasonably requested by the Borrower Designated Company or the Administrative Agent (and from time to time thereafter, as requested by the Designated Company or Administrative Agent), such properly completed and executed documentation reasonably requested by the Designated Company or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if requested by the Designated Company or the Administrative Agent, shall deliver such properly completed and duly executed other documentation prescribed by applicable Requirements of Law and such other or reasonably requested information as will permit by the Borrower Designated Company or the Administrative Agent, Agent as will enable the case may be, (x) applicable Loan Parties or the Administrative Agent to determine whether or not any payments made under any Loan Document are such Lender is subject to Tax Withholdings backup withholding or information reporting requirements, (y) to determine, if applicable, the required rate of Tax Withholdings, and (z) to establish such Recipient’s entitlement to any available exemption from, or reduction in the rate of, Tax Withholdings, in respect of any payments to be made to such Recipient by any Credit Party pursuant to any Loan Document or otherwise establish such Recipient’s status for withholding Tax purposes in an applicable jurisdiction. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation and information pursuant to this Section 2.15(e) (other than such documentation set forth in Section 2.15(e)(ii)(A)(1)-(4), Section 2.15(e)(ii)(B2.15(e)(ii)(A) and Section 2.15(e)(ii)(C(ii)(B) below) shall not be required if if, in the Recipientrelevant Lender’s reasonable judgment judgment, such completion, execution or submission would subject such Recipient Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such RecipientLender.

Appears in 9 contracts

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

Status of Lenders. Any Lender (iwhich solely for purposes of this Section 3.01(f) Each Recipient shall include the Administrative Agent) that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and to the Administrative Agent, whenever at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and duly executed documentation prescribed by applicable Requirements of Law and such other reasonably requested information by the 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 Law or reasonably requested by the Borrower or the Administrative Agent as will enable the case may be, (x) Borrower or the Administrative Agent to determine whether or not any payments made under any Loan Document are such Lender is subject to Tax Withholdings backup withholding or information reporting requirements, (y) to determine, if applicable, the required rate of Tax Withholdings, and (z) to establish such Recipient’s entitlement to any available exemption from, or reduction in the rate of, Tax Withholdings, in respect of any payments to be made to such Recipient by any Credit Party pursuant to any Loan Document or otherwise establish such Recipient’s status for withholding Tax purposes in an applicable jurisdiction. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation and information (other than such documentation set forth in Section 2.15(e)(ii)(A)(1)-(4Sections 3.01(f)(A), Section 2.15(e)(ii)(B(B) and Section 2.15(e)(ii)(C(D) below) otherwise required as a result of a Change in Law, shall not be required if in the RecipientLender’s reasonable judgment such completion, execution or submission would subject such Recipient Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Recipient.Lender. Without limiting the generality of the foregoing,

Appears in 9 contracts

Samples: Credit Agreement (Equitrans Midstream Corp), Credit Agreement (Equitrans Midstream Corp), 364 Day Term Loan Agreement (EQT GP Holdings, LP)

Status of Lenders. (i) Each Recipient If any Lender or the Administrative Agent is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document, such Lender or Administrative Agent shall deliver to the Borrower and to the Administrative Agent, whenever at the time or times prescribed by applicable Law or reasonably requested by the Borrower or the Administrative Agent, such properly completed and duly executed documentation prescribed by applicable Requirements of Law and such other or reasonably requested information by the 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 or Administrative Agent, 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, (x) Borrower or the Administrative Agent to determine whether or not any payments made under any Loan Document are such Lender or Administrative Agent is subject to Tax Withholdings backup withholding or information reporting requirements, (y) to determine, if applicable, the required rate of Tax Withholdings, and (z) to establish such Recipient’s entitlement to any available exemption from, or reduction in the rate of, Tax Withholdings, in respect of any payments to be made to such Recipient by any Credit Party pursuant to any Loan Document or otherwise establish such Recipient’s status for withholding Tax purposes in an applicable jurisdiction. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation and information (other than such documentation set forth in Section 2.15(e)(ii)(A)(1)-(43.01(g)(ii)(A), Section 2.15(e)(ii)(B(ii)(B) and Section 2.15(e)(ii)(C(ii)(D) below) shall not be required if in the RecipientLender’s reasonable judgment such completion, execution or submission would subject such Recipient Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such RecipientLender.

Appears in 8 contracts

Samples: Credit Agreement (NuStar Energy L.P.), Credit Agreement (Sunoco LP), Credit Agreement (Sunoco LP)

Status of Lenders. (i) Each Recipient shall deliver Any Lender that is entitled to the Borrower and an exemption from or reduction of withholding Tax with respect to the Administrative Agent, whenever reasonably requested by the Borrower or the Administrative Agent, such properly completed and duly executed documentation prescribed by applicable Requirements of Law and such other reasonably requested information as will permit the Borrower or the Administrative Agent, as the case may be, (x) to determine whether or not any payments made under any Loan Document are shall deliver to the Borrower Representative and the Administrative Agent, at the time or times reasonably requested by the Borrower Representative or the Administrative Agent and at the time or times prescribed by applicable law, such properly completed and executed documentation reasonably requested by the Borrower Representative or the Administrative Agent or prescribed by applicable law 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 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 the Borrowers or the Administrative Agent to determine whether or not such Lender is subject to Tax Withholdings backup withholding or information reporting requirements, (y) to determine, if applicable, the required rate of Tax Withholdings, and (z) to establish such Recipient’s entitlement to any available exemption from, or reduction in the rate of, Tax Withholdings, in respect of any payments to be made to such Recipient by any Credit Party pursuant to any Loan Document or otherwise establish such Recipient’s status for withholding Tax purposes in an applicable jurisdiction. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation and information (other than such documentation set forth in Section 2.15(e)(ii)(A)(1)-(42.17(f)(ii)(A), Section 2.15(e)(ii)(B(ii)(B) and Section 2.15(e)(ii)(C(ii)(D) below) shall not be required if in the RecipientLender’s reasonable judgment such completion, execution or submission would subject such Recipient Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such RecipientLender.

Appears in 7 contracts

Samples: Term Credit Agreement (Designer Brands Inc.), Credit Agreement (Big Lots Inc), Credit Agreement (Designer Brands Inc.)

Status of Lenders. (i) Each Recipient Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Transaction Document shall deliver to the Borrower Borrower, the Collateral Agent and to the Administrative Deal Agent, whenever at the time or times reasonably requested by the Borrower or the Administrative AgentBorrower, such properly completed and duly executed documentation reasonably requested by the Borrower, the Collateral Agent or the Deal 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, the Collateral Agent or the Deal Agent, shall deliver such other documentation prescribed by applicable Requirements of Law and such other law or reasonably requested information by the Borrower, the Collateral Agent or the Deal Agent as will permit enable the Borrower Borrower, the Collateral Agent or the Administrative Agent, as the case may be, (x) Deal Agent to determine whether or not any payments made under any Loan Document are such Lender is subject to Tax Withholdings backup withholding or information reporting requirements, (y) to determine, if applicable, the required rate of Tax Withholdings, and (z) to establish such Recipient’s entitlement to any available exemption from, or reduction in the rate of, Tax Withholdings, in respect of any payments to be made to such Recipient by any Credit Party pursuant to any Loan Document or otherwise establish such Recipient’s status for withholding Tax purposes in an applicable jurisdiction. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation and information (other than such documentation set forth in Section 2.15(e)(ii)(A)(1)-(42.11(g) (ii)(A), Section 2.15(e)(ii)(B(ii)(B) and Section 2.15(e)(ii)(C(ii)(D) below) shall not be required if in the Recipientsuch Lender’s reasonable judgment such completion, execution or submission would subject such Recipient Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such RecipientLender.

Appears in 7 contracts

Samples: Loan and Security Agreement (Credit Acceptance Corp), Loan and Security Agreement (Credit Acceptance Corp), Loan and Security Agreement (Credit Acceptance Corp)

Status of Lenders. (i) Each Recipient 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 or any other Loan Document shall deliver to the Borrower and to the Administrative Agent, whenever at the time or times reasonably requested by Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the 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 reasonably requested by the Borrower or the Administrative Agent, shall deliver such properly completed and duly executed other documentation prescribed by applicable Requirements of Law and such other law or reasonably requested information as will permit by the Borrower or the Administrative Agent, Agent as will enable the case may be, (x) Borrower or the Administrative Agent to determine whether or not any payments made under any Loan Document are such Lender is subject to Tax Withholdings backup withholding or information reporting requirements, (y) to determine, if applicable, the required rate of Tax Withholdings, and (z) to establish such Recipient’s entitlement to any available exemption from, or reduction in the rate of, Tax Withholdings, in respect of any payments to be made to such Recipient by any Credit Party pursuant to any Loan Document or otherwise establish such Recipient’s status for withholding Tax purposes in an applicable jurisdiction. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution execution, and submission of such documentation and information (other than such documentation set forth in Section 2.15(e)(ii)(A)(1)-(45.03(g)(ii)(A), Section 2.15(e)(ii)(B) and Section 2.15(e)(ii)(C(ii)(B), or (ii)(D) below) shall not be required if in the RecipientLender’s reasonable judgment such completion, execution or submission would subject such Recipient Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such RecipientLender. For purposes of this Section 5.03(g), the term “Lender” shall include the Administrative Agent.

Appears in 7 contracts

Samples: Credit Agreement (Ultra Petroleum Corp), Credit Agreement (Ultra Petroleum Corp), Credit Agreement (Ultra Petroleum Corp)

Status of Lenders. (i) Each Recipient Any Lender (including, solely for purposes of this Section 2.20(f), the Administrative Agent) that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and to the Administrative Agent, whenever at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and duly executed documentation prescribed by applicable Requirements of Law and such other reasonably requested information by the 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, (x) Borrower or the Administrative Agent to determine whether or not any payments made under any Loan Document are such Lender is subject to Tax Withholdings backup withholding or information reporting requirements, (y) to determine, if applicable, the required rate of Tax Withholdings, and (z) to establish such Recipient’s entitlement to any available exemption from, or reduction in the rate of, Tax Withholdings, in respect of any payments to be made to such Recipient by any Credit Party pursuant to any Loan Document or otherwise establish such Recipient’s status for withholding Tax purposes in an applicable jurisdiction. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation and information (other than such documentation set forth in Section 2.15(e)(ii)(A)(1)-(4Sections 2.20(f)(ii)(A), Section 2.15(e)(ii)(B) and Section 2.15(e)(ii)(C(ii)(B), or (ii)(D) below) shall not be required if if, in the RecipientLender’s reasonable judgment judgment, such completion, execution or submission would subject such Recipient Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such RecipientLender.

Appears in 6 contracts

Samples: Credit Agreement (Ribbon Communications Inc.), Credit Agreement (Ribbon Communications Inc.), Credit Agreement (Ribbon Communications Inc.)

Status of Lenders. (i) Each Recipient Any Lender that is entitled to an exemption from, or reduction of, withholding Tax with respect to payments made under this Agreement or any other Loan Document shall deliver to the Borrower and to the Administrative Agent, whenever at the time or times reasonably requested by the Borrower or the Administrative Agent and at the time or times prescribed by applicable law, such properly completed and executed documentation reasonably requested by the 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 properly completed and duly executed other documentation prescribed by applicable Requirements of Law and such other law or reasonably requested information as will permit by the Borrower or the Administrative Agent, Agent as will enable the case may be, (x) Borrower or the Administrative Agent to determine whether or not any payments made under any Loan Document are such Lender is subject to Tax Withholdings backup withholding or information reporting requirements, (y) to determine, if applicable, the required rate of Tax Withholdings, and (z) to establish such Recipient’s entitlement to any available exemption from, or reduction in the rate of, Tax Withholdings, in respect of any payments to be made to such Recipient by any Credit Party pursuant to any Loan Document or otherwise establish such Recipient’s status for withholding Tax purposes in an applicable jurisdiction. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation and information (other than such documentation set forth in Section 2.15(e)(ii)(A)(1)-(42.16(f)(ii)(A), Section 2.15(e)(ii)(B2.16(f)(ii)(B) and Section 2.15(e)(ii)(C) belowor 2.16(f)(ii)(D)) shall not be required if in the RecipientLender’s reasonable judgment such completion, execution or submission would subject such Recipient Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such RecipientLender.

Appears in 6 contracts

Samples: Credit Agreement (YETI Holdings, Inc.), Credit Agreement (YETI Holdings, Inc.), Credit Agreement (YETI Holdings, Inc.)

Status of Lenders. (i) Each Any Recipient (including for all purposes of this Section 2.14(g)(i) any Agent) that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and to the Administrative Agent, whenever at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and duly executed documentation prescribed by applicable Requirements of Law and such other reasonably requested information as will permit by the 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 Recipient, if reasonably requested by the Borrower or the Agent, shall deliver such other documentation prescribed by Applicable Law or reasonably requested by the Borrower or the Agent as will enable the case may be, (x) Borrower or the Agent to determine whether or not any payments made under any Loan Document are such Recipient is subject to Tax Withholdings backup withholding or information reporting requirements, (y) to determine, if applicable, the required rate of Tax Withholdings, and (z) to establish such Recipient’s entitlement to any available exemption from, or reduction in the rate of, Tax Withholdings, in respect of any payments to be made to such Recipient by any Credit Party pursuant to any Loan Document or otherwise establish such Recipient’s status for withholding Tax purposes in an applicable jurisdiction. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation and information (other than such documentation set forth in Section 2.15(e)(ii)(A)(1)-(4clauses (g)(ii)(A), Section 2.15(e)(ii)(B(ii)(B) and Section 2.15(e)(ii)(C(ii)(D) belowof this Section) shall not be required if in the RecipientLender’s reasonable judgment such completion, execution or submission would subject such Recipient Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such RecipientLender.

Appears in 6 contracts

Samples: Credit Agreement (TerrAscend Corp.), Credit Agreement (TerrAscend Corp.), Credit Agreement (TerrAscend Corp.)

Status of Lenders. (i) Each Recipient Any Lender (which solely for purposes of this Section 3.01(f) shall include the Administrative Agent) that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and to the Administrative Agent, whenever at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and duly executed documentation prescribed by applicable Requirements of Law and such other reasonably requested information by the 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 Law or reasonably requested by the Borrower or the Administrative Agent as will enable the case may be, (x) Borrower or the Administrative Agent to determine whether or not any payments made under any Loan Document are such Lender is subject to Tax Withholdings backup withholding or information reporting requirements, (y) to determine, if applicable, the required rate of Tax Withholdings, and (z) to establish such Recipient’s entitlement to any available exemption from, or reduction in the rate of, Tax Withholdings, in respect of any payments to be made to such Recipient by any Credit Party pursuant to any Loan Document or otherwise establish such Recipient’s status for withholding Tax purposes in an applicable jurisdiction. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation and information (other than such documentation set forth in Section 2.15(e)(ii)(A)(1)-(4Sections 3.01(f)(ii), Section 2.15(e)(ii)(B(B) and Section 2.15(e)(ii)(C(D) below) shall not be required if in the RecipientLender’s reasonable judgment such completion, execution or submission would subject such Recipient Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such RecipientLender.

Appears in 5 contracts

Samples: Credit Agreement (Noble Midstream Partners LP), Credit Agreement (Noble Midstream Partners LP), Credit Agreement (Noble Midstream Partners LP)

Status of Lenders. (i) Each Recipient Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and to the Administrative Agent, whenever at the time or times reasonably requested by the Borrower or the Administrative Agent and at the time or times prescribed by applicable law, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent or prescribed by applicable law 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 properly completed and duly executed other documentation prescribed by applicable Requirements of Law and such other law or reasonably requested information as will permit by the Borrower or the Administrative Agent, Agent as will enable the case may be, (x) Borrower or the Administrative Agent to determine whether or not any payments made under any Loan Document are such Lender is subject to Tax Withholdings backup withholding or information reporting requirements, (y) to determine, if applicable, the required rate of Tax Withholdings, and (z) to establish such Recipient’s entitlement to any available exemption from, or reduction in the rate of, Tax Withholdings, in respect of any payments to be made to such Recipient by any Credit Party pursuant to any Loan Document or otherwise establish such Recipient’s status for withholding Tax purposes in an applicable jurisdiction. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation and information (other than such documentation set forth in Section 2.15(e)(ii)(A)(1)-(43.03(g)(ii)(A), Section 2.15(e)(ii)(B(ii)(B) and Section 2.15(e)(ii)(C(ii)(D) below) shall not be required if in the RecipientLender’s reasonable judgment such completion, execution or submission would subject such Recipient Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such RecipientLender.

Appears in 5 contracts

Samples: Credit Agreement (Purple Innovation, Inc.), Credit Agreement (Purple Innovation, Inc.), Credit Agreement (Lemaitre Vascular Inc)

Status of Lenders. (i) Each Recipient Any Lender that is entitled to an exemption from or reduction of withholding tax with respect to payments made under any Loan Document shall deliver to the Borrower and to the Administrative Agent, whenever at the time or times prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent, such properly completed and duly executed documentation prescribed by applicable Requirements of Law and such other law or reasonably requested information by the 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, (x) Borrower or the Administrative Agent to determine whether or not any payments made under any Loan Document are such Lender is subject to Tax Withholdings backup withholding or information reporting requirements, (y) to determine, if applicable, the required rate of Tax Withholdings, and (z) to establish such Recipient’s entitlement to any available exemption from, or reduction in the rate of, Tax Withholdings, in respect of any payments to be made to such Recipient by any Credit Party pursuant to any Loan Document or otherwise establish such Recipient’s status for withholding Tax purposes in an applicable jurisdiction. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation and information (other than such documentation set forth in Section 2.15(e)(ii)(A)(1)-(45.03(f)(ii)(A), Section 2.15(e)(ii)(B(ii)(B) and Section 2.15(e)(ii)(C(ii)(D) below) shall not be required if in the RecipientLender’s reasonable judgment such completion, execution or submission would subject such Recipient Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such RecipientLender.

Appears in 5 contracts

Samples: Credit Agreement (Montage Resources Corp), Credit Agreement (Eclipse Resources Corp), Credit Agreement (Eclipse Resources Corp)

Status of Lenders. (i) Each Recipient Any Lender that is entitled to an exemption from or reduction of withholding Tax, with respect to payments hereunder or under any other Loan Document shall deliver to the Borrower and (with a copy to the Administrative Agent), whenever at the time or times prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent, such properly completed and duly executed documentation prescribed by applicable Requirements of Law and such other reasonably requested information by the 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, (x) Borrower or the Administrative Agent to determine whether or not any payments made under any Loan Document are such Lender is subject to Tax Withholdings backup withholding or information reporting requirements, (y) to determine, if applicable, the required rate of Tax Withholdings, and (z) to establish such Recipient’s entitlement to any available exemption from, or reduction in the rate of, Tax Withholdings, in respect of any payments to be made to such Recipient by any Credit Party pursuant to any Loan Document or otherwise establish such Recipient’s status for withholding Tax purposes in an applicable jurisdiction. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation and information (other than such documentation set forth in Section 2.15(e)(ii)(A)(1)-(43.01(f)(ii)(A), Section 2.15(e)(ii)(B(ii)(B) and Section 2.15(e)(ii)(C(ii)(D) below) shall not be required if in the RecipientLender’s reasonable judgment such completion, execution or submission would subject such Recipient Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such RecipientLender.

Appears in 5 contracts

Samples: Credit Agreement (Total System Services Inc), Credit Agreement (Total System Services Inc), Credit Agreement (Total System Services Inc)

Status of Lenders. (i) Each Recipient Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and (with a copy to the Administrative Agent), whenever at the time or times reasonably requested by the Borrower or the Administrative Agent and at the time or times prescribed by applicable law, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent or prescribed by applicable law, 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 properly completed and duly executed other documentation prescribed by applicable Requirements of Law and such other law or reasonably requested information as will permit by the Borrower or the Administrative Agent, Agent as will enable the case may be, (x) Borrower or the Administrative Agent to determine whether or not any payments made under any Loan Document are such Lender is subject to Tax Withholdings backup withholding or information reporting requirements, (y) to determine, if applicable, the required rate of Tax Withholdings, and (z) to establish such Recipient’s entitlement to any available exemption from, or reduction in the rate of, Tax Withholdings, in respect of any payments to be made to such Recipient by any Credit Party pursuant to any Loan Document or otherwise establish such Recipient’s status for withholding Tax purposes in an applicable jurisdiction. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation and information (other than such documentation set forth in Section 2.15(e)(ii)(A)(1)-(42.16(f)(ii)(A), Section 2.15(e)(ii)(B(f)(ii)(B) and Section 2.15(e)(ii)(C(f)(ii)(D) below) shall not be required if in the RecipientLender’s reasonable judgment such completion, execution or submission would subject such Recipient Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such RecipientLender.

Appears in 4 contracts

Samples: Credit Facility Agreement (Lennox International Inc), Credit Facility Agreement (Lennox International Inc), Credit Facility Agreement (Lennox International Inc)

Status of Lenders. (i) Each Recipient Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and to the Administrative Agent, whenever at the time or times reasonably requested by the Borrower or the Administrative Agent, and at the time or times prescribed by applicable law, such properly completed and duly executed documentation prescribed by applicable Requirements of Law and such other reasonably requested information by the 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, (x) Borrower or the Administrative Agent to determine whether or not any payments made under any Loan Document are such Lender is subject to Tax Withholdings backup withholding or information reporting requirements, (y) to determine, if applicable, the required rate of Tax Withholdings, and (z) to establish such Recipient’s entitlement to any available exemption from, or reduction in the rate of, Tax Withholdings, in respect of any payments to be made to such Recipient by any Credit Party pursuant to any Loan Document or otherwise establish such Recipient’s status for withholding Tax purposes in an applicable jurisdiction. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation and information (other than such documentation set forth in Section 2.15(e)(ii)(A)(1)-(4Sections 3.03(g)(ii)(A), Section 2.15(e)(ii)(B(ii)(B) and Section 2.15(e)(ii)(C(ii)(D) below) shall not be required if in the RecipientLender’s reasonable judgment such completion, execution or submission would subject such Recipient Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such RecipientLender.

Appears in 4 contracts

Samples: Credit Agreement (DigitalOcean Holdings, Inc.), Credit Agreement (DigitalOcean Holdings, Inc.), Credit Agreement (DigitalOcean Holdings, Inc.)

Status of Lenders. (i) Each Recipient 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 to the Administrative Agent, whenever at the time or times prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent, such properly completed and duly executed documentation prescribed by applicable Requirements of Law and such other law or reasonably requested information by the 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, (x) Borrower or the Administrative Agent to determine whether or not any payments made under any Loan Document are such Lender is subject to Tax Withholdings backup withholding or information reporting requirements, (y) to determine, if applicable, the required rate of Tax Withholdings, and (z) to establish such Recipient’s entitlement to any available exemption from, or reduction in the rate of, Tax Withholdings, in respect of any payments to be made to such Recipient by any Credit Party pursuant to any Loan Document or otherwise establish such Recipient’s status for withholding Tax purposes in an applicable jurisdiction. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation and information (other than such documentation set forth in Section 2.15(e)(ii)(A)(1)-(45.02(f)(ii)(A), Section 2.15(e)(ii)(B5.02(f)(ii)(B) and Section 2.15(e)(ii)(C5.02(f)(ii)(D) below) shall not be required if in the RecipientLender’s reasonable judgment such completion, execution or submission would subject such Recipient Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such RecipientLender.

Appears in 3 contracts

Samples: Term Loan Credit (Rex Energy Corp), Term Loan Credit Agreement (Northern Oil & Gas, Inc.), Intercreditor Agreement (Rex Energy Corp)

Status of Lenders. (i) Each Recipient Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and to the Administrative Agent, whenever at the time or times prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent, such properly completed and duly executed documentation prescribed by applicable Requirements of Law and such other law or reasonably requested information by the 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 requirement of law or reasonably requested by the Borrower or the Administrative Agent as will enable the case may be, (x) Borrower or the Administrative Agent to determine whether or not any payments made under any Loan Document are such Lender is subject to Tax Withholdings backup withholding or information reporting requirements, (y) to determine, if applicable, the required rate of Tax Withholdings, and (z) to establish such Recipient’s entitlement to any available exemption from, or reduction in the rate of, Tax Withholdings, in respect of any payments to be made to such Recipient by any Credit Party pursuant to any Loan Document or otherwise establish such Recipient’s status for withholding Tax purposes in an applicable jurisdiction. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation and information (other than such documentation either set forth in Section 2.15(e)(ii)(A)(1)-(42.17(f)(ii)(A), Section 2.15(e)(ii)(B(ii)(B) and Section 2.15(e)(ii)(C(ii)(D) below) shall not be required if in the RecipientLender’s reasonable judgment such completion, execution or submission would subject such Recipient Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such RecipientLender.

Appears in 3 contracts

Samples: Credit Agreement (Williams Partners L.P.), Credit Agreement (Williams Companies Inc), Credit Agreement (Williams Partners L.P.)

Status of Lenders. (i) Each Recipient If any Lender or the Administrative Agent is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document, such Lender or Administrative Agent shall deliver to the Borrower and to the Administrative Agent, whenever at the time or times prescribed by applicable Law or reasonably requested by the Borrower or the Administrative Agent, such properly completed and duly executed documentation prescribed by applicable Requirements of Law and such other or reasonably requested information by the 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 or Administrative Agent, 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, (x) Borrower or the Administrative Agent to determine whether or not any payments made under any Loan Document are such Lender or Administrative Agent is subject to Tax Withholdings backup withholding or information reporting requirements, (y) to determine, if applicable, the required rate of Tax Withholdings, and (z) to establish such Recipient’s entitlement to any available exemption from, or reduction in the rate of, Tax Withholdings, in respect of any payments to be made to such Recipient by any Credit Party pursuant to any Loan Document or otherwise establish such Recipient’s status for withholding Tax purposes in an applicable jurisdiction. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation and information (other than such documentation set forth in Section 2.15(e)(ii)(A)(1)-(43.01(f)(ii)(A), Section 2.15(e)(ii)(B(ii)(B) and Section 2.15(e)(ii)(C(ii)(D) below) shall not be required if in the RecipientLender’s reasonable judgment such completion, execution or submission would subject such Recipient Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such RecipientLender.

Appears in 3 contracts

Samples: Term Loan Credit Agreement (Energy Transfer LP), 364 Day Credit Agreement (Energy Transfer Partners, L.P.), Senior Secured Term Loan Agreement (Sunoco LP)

Status of Lenders. (i) Each Recipient 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 Borrowers and the Agent, prior to the Administrative Agent, whenever date on which such Lender becomes a Lender under this Agreement or acquired an interest therein and at the time or times reasonably requested by the Borrower Borrowers or the Administrative Agent, such properly completed and duly executed documentation reasonably requested by the Borrowers or the 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 Borrowers or the Agent, shall deliver such other documentation prescribed by applicable Requirements of Law and such other law or reasonably requested information by the Borrowers or the Agent as will permit enable the Borrower Borrowers or the Administrative Agent, as the case may be, (x) Agent to determine whether or not any payments made under any Loan Document are such Lender is subject to Tax Withholdings backup withholding or information reporting requirements, (y) to determine, if applicable, the required rate of Tax Withholdings, and (z) to establish such Recipient’s entitlement to any available exemption from, or reduction in the rate of, Tax Withholdings, in respect of any payments to be made to such Recipient by any Credit Party pursuant to any Loan Document or otherwise establish such Recipient’s status for withholding Tax purposes in an applicable jurisdiction. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation and information (other than such documentation set forth in Section 2.15(e)(ii)(A)(1)-(412.2(f)(ii)(A), Section 2.15(e)(ii)(B(ii)(B) and Section 2.15(e)(ii)(C12.8(e) below, or the UK tax documentation required under Section 12.2(j)(ii)) shall not be required if in the RecipientLender’s reasonable judgment such completion, execution or submission would subject such Recipient Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such RecipientLender.

Appears in 3 contracts

Samples: Agreement (Hillenbrand, Inc.), Agreement (Hillenbrand, Inc.), Agreement (Hillenbrand, Inc.)

Status of Lenders. (i) Each Recipient Except with respect to withholding Taxes imposed by the U.K. or Luxembourg, which are governed by paragraphs (i), (j) and (k) of this Section 2.16, any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower Borrowers and to the Administrative Agent, whenever at the time or times reasonably requested by the Borrower Borrowers or the Administrative Agent, such properly completed and duly executed documentation reasonably requested by Borrowers or 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 Borrowers or Administrative Agent, shall deliver such other documentation prescribed by applicable Requirements of Law and such other law or reasonably requested information by Borrowers or Administrative Agent as will permit the Borrower enable Borrowers or the Administrative Agent, as the case may be, (x) Agent to determine whether or not any payments made under any Loan Document are such Lender is subject to Tax Withholdings backup withholding or information reporting requirements, (y) to determine, if applicable, the required rate of Tax Withholdings, and (z) to establish such Recipient’s entitlement to any available exemption from, or reduction in the rate of, Tax Withholdings, in respect of any payments to be made to such Recipient by any Credit Party pursuant to any Loan Document or otherwise establish such Recipient’s status for withholding Tax purposes in an applicable jurisdiction. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution execution, and submission of such documentation and information (other than such documentation set forth in Section 2.15(e)(ii)(A)(1)-(4clauses (A), (B), and (D) of Section 2.15(e)(ii)(B) and Section 2.15(e)(ii)(C) below2.16(g)(ii)) shall not be required if in the RecipientLender’s reasonable judgment such completion, execution execution, or submission would subject such Recipient Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such RecipientLender.

Appears in 3 contracts

Samples: Credit Agreement (WestRock Co), Credit Agreement (WestRock Co), Credit Agreement (WestRock Co)

Status of Lenders. (ii)(A) Each Recipient Lender shall certify in writing to the Borrower and the Administrative Agent on or before the date it becomes a Lender whether it is a Qualifying Lender and (B) any Lender that is entitled to benefit from an exemption from or reduction of withholding Tax with respect to payments made under this Agreement shall deliver to the Borrower and to the Administrative Agent, whenever at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and duly executed documentation prescribed by applicable Requirements of Law and such other reasonably requested information by the 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, (x) Borrower or the Administrative Agent to determine whether or not any payments made under any Loan Document are such Lender is subject to Tax Withholdings backup withholding or information reporting requirements, (y) to determine, if applicable, the required rate of Tax Withholdings, and (z) to establish such Recipient’s entitlement to any available exemption from, or reduction in the rate of, Tax Withholdings, in respect of any payments to be made to such Recipient by any Credit Party pursuant to any Loan Document or otherwise establish such Recipient’s status for withholding Tax purposes in an applicable jurisdiction. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation and information (other than such documentation set forth in Section 2.15(e)(ii)(A)(1)-(4), Section 2.15(e)(ii)(B) and Section 2.15(e)(ii)(C5.4(f)(ii) below) shall not be required if in the RecipientLender’s reasonable judgment such completion, execution or submission would subject such Recipient Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such RecipientLender.

Appears in 3 contracts

Samples: Revolving Credit Agreement, Revolving Credit Agreement (AerCap Holdings N.V.), Revolving Credit Agreement (AerCap Holdings N.V.)

Status of Lenders. (i) Each Recipient Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made hereunder or under any other Loan Document shall deliver to the Borrower and to the Administrative Agent, whenever at the time or times prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent, such properly completed and duly executed documentation prescribed by applicable Requirements of Law and such other law or reasonably requested information by the 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, (x) Borrower or the Administrative Agent to determine whether or not any payments made under any Loan Document are such Lender is subject to Tax Withholdings backup withholding or information reporting requirements, (y) to determine, if applicable, the required rate of Tax Withholdings, and (z) to establish such Recipient’s entitlement to any available exemption from, or reduction in the rate of, Tax Withholdings, in respect of any payments to be made to such Recipient by any Credit Party pursuant to any Loan Document or otherwise establish such Recipient’s status for withholding Tax purposes in an applicable jurisdiction. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation and information (other than such documentation set forth in Section 2.15(e)(ii)(A)(1)-(43.01(g)(ii)(A), Section 2.15(e)(ii)(B(ii)(B) and Section 2.15(e)(ii)(C(ii)(D) below) shall not be required if in the RecipientLender’s reasonable judgment such completion, execution or submission would subject such Recipient to any material unreimbursed cost or expense or would materially prejudice is prohibited by the legal or commercial position applicable law of such RecipientLender’s jurisdiction.

Appears in 3 contracts

Samples: Credit Agreement (Patterson Uti Energy Inc), Term Loan Agreement (Patterson Uti Energy Inc), Credit Agreement (Patterson Uti Energy Inc)

Status of Lenders. (i) Each Recipient 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 resident for tax purposes, or any treaty to which such jurisdiction is a party, with respect to payments hereunder or under any other Credit Document shall deliver to the Borrower and (with a copy to the Administrative Agent), whenever at the time or times prescribed by applicable Law or reasonably requested by the Borrower or the Administrative Agent, such properly completed and duly executed documentation prescribed by applicable Requirements of Law and such other reasonably requested information 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, (x) Borrower or the Administrative Agent to determine whether or not any payments made under any Loan Document are such Lender is subject to Tax Withholdings backup withholding or information reporting requirements, (y) to determine, if applicable, the required rate of Tax Withholdings, and (z) to establish such Recipient’s entitlement to any available exemption from, or reduction in the rate of, Tax Withholdings, in respect of any payments to be made to such Recipient by any Credit Party pursuant to any Loan Document or otherwise establish such Recipient’s status for withholding Tax purposes in an applicable jurisdiction. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation and information (other than such the documentation set forth in Section 2.15(e)(ii)(A)(1)-(4), Section 2.15(e)(ii)(B) and Section 2.15(e)(ii)(C) described below) shall not be required if in the RecipientLender’s reasonable judgment such completion, execution or submission would subject such Recipient Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Recipientthe Lender.

Appears in 3 contracts

Samples: Credit Agreement (Texas New Mexico Power Co), Credit Agreement (Public Service Co of New Mexico), Credit Agreement (Public Service Co of New Mexico)

Status of Lenders. (i) Each Recipient Any Lender that is entitled to an exemption from or reduction of withholding Tax (except UK withholding Tax, as to which the provisions of Section 2.21 shall apply) with respect to payments made under any Loan Document shall deliver to the Borrower and to the Administrative Agent, whenever at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and duly executed documentation prescribed by applicable Requirements of Law and such other reasonably requested information by the 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, (x) Borrower or the Administrative Agent to determine whether or not any payments made under any Loan Document are such Lender is subject to Tax Withholdings backup withholding or information reporting requirements, (y) to determine, if applicable, the required rate of Tax Withholdings, and (z) to establish such Recipient’s entitlement to any available exemption from, or reduction in the rate of, Tax Withholdings, in respect of any payments to be made to such Recipient by any Credit Party pursuant to any Loan Document or otherwise establish such Recipient’s status for withholding Tax purposes in an applicable jurisdiction. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation and information (other than such documentation set forth in Section 2.15(e)(ii)(A)(1)-(4Sections 2.20(f)(ii)(A), Section 2.15(e)(ii)(B(ii)(B) and Section 2.15(e)(ii)(C(ii)(D) below) shall not be required if the Lender is not legally entitled to complete, execute or deliver such documentation or, in the RecipientLender’s reasonable judgment judgment, such completion, execution or submission would subject such Recipient Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such RecipientLender.

Appears in 2 contracts

Samples: Credit Agreement (K2m Group Holdings, Inc.), Credit Agreement (K2m Group Holdings, Inc.)

Status of Lenders. (i) Each Recipient Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and to the Administrative AgentAgent (provided that the Administrative Agent shall be under no obligation to so request), whenever at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and duly executed documentation reasonably requested by the 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 Requirements of Law and such other or reasonably requested information as will permit by the Borrower or the Administrative Agent, Agent as will enable the case may be, (x) Borrower or the Administrative Agent to determine whether or not any payments made under any Loan Document are such Lender is subject to Tax Withholdings backup withholding or information reporting requirements, (y) to determine, if applicable, the required rate of Tax Withholdings, and (z) to establish such Recipient’s entitlement to any available exemption from, or reduction in the rate of, Tax Withholdings, in respect of any payments to be made to such Recipient by any Credit Party pursuant to any Loan Document or otherwise establish such Recipient’s status for withholding Tax purposes in an applicable jurisdiction. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation and information (other than such documentation set forth in Section 2.15(e)(ii)(A)(1)-(43.01(g)(ii)(A), Section 2.15(e)(ii)(B(ii)(B) and Section 2.15(e)(ii)(C(ii)(D) below) shall not be required if in the RecipientLender’s reasonable judgment such completion, execution or submission would subject such Recipient Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such RecipientLender.

Appears in 2 contracts

Samples: Term Loan Agreement (Flex Ltd.), Term Loan Agreement (Flex Ltd.)

Status of Lenders. (i) Each Recipient Any Lender (which solely for purposes of this Section 3.01(f) shall include the Administrative Agent) that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and to the Administrative Agent, whenever at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and duly executed documentation prescribed by applicable Requirements of Law and such other reasonably requested information by the 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 Law or reasonably requested by the Borrower or the Administrative Agent as will enable the case may be, (x) Borrower or the Administrative Agent to determine whether or not any payments made under any Loan Document are such Lender is subject to Tax Withholdings backup withholding or information reporting requirements, (y) to determine, if applicable, the required rate of Tax Withholdings, and (z) to establish such Recipient’s entitlement to any available exemption from, or reduction in the rate of, Tax Withholdings, in respect of any payments to be made to such Recipient by any Credit Party pursuant to any Loan Document or otherwise establish such Recipient’s status for withholding Tax purposes in an applicable jurisdiction. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation and information (other than such documentation set forth in Section 2.15(e)(ii)(A)(1)-(4Sections 3.01(f)(ii)(A), Section 2.15(e)(ii)(B(B) and Section 2.15(e)(ii)(C(D) below) shall not be required if in the RecipientLender’s reasonable judgment such completion, execution or submission would subject such Recipient Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such RecipientLender.

Appears in 2 contracts

Samples: Term Credit Agreement (Noble Midstream Partners LP), Credit Agreement (Noble Midstream Partners LP)

Status of Lenders. (i) Each Recipient Any Lender that is entitled to an exemption from, or reduction in the rate of, the imposition, deduction or withholding of Tax with respect to payments made under any Credit Document shall deliver to the Borrower and to the Administrative Agent, whenever at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and duly executed documentation prescribed by applicable Requirements of Law and such other reasonably requested information by the Borrower or the Administrative Agent as will permit such payments to be made without imposition, deduction or 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, (x) Borrower or the Administrative Agent to determine whether or not any payments made under any Loan Document are such Lender is subject to Tax Withholdings backup withholding or information reporting requirements, (y) to determine, if applicable, the required rate of Tax Withholdings, and (z) to establish such Recipient’s entitlement to any available exemption from, or reduction in the rate of, Tax Withholdings, in respect of any payments to be made to such Recipient by any Credit Party pursuant to any Loan Document or otherwise establish such Recipient’s status for withholding Tax purposes in an applicable jurisdiction. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation and information (other than such documentation set forth in Section 2.15(e)(ii)(A)(1)-(4clauses (ii)(A), Section 2.15(e)(ii)(B(ii)(B) and Section 2.15(e)(ii)(C(ii)(D) below) shall not be required if in the RecipientLender’s reasonable judgment such completion, execution or submission would subject such Recipient Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such RecipientLender.

Appears in 2 contracts

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

Status of Lenders. (i) Each Recipient 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, whenever at the time or times prescribed by applicable Legal Requirement or reasonably requested by the Borrower or the Administrative Agent, such properly completed and duly executed documentation prescribed by applicable Requirements of Law and such other Legal Requirement or reasonably requested information by the 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 Legal Requirement or reasonably requested by the Borrower or the Administrative Agent as will enable the case may be, (x) Borrower or the Administrative Agent to determine whether or not any payments made under any Loan Document are such Lender is subject to Tax Withholdings backup withholding or information reporting requirements, (y) to determine, if applicable, the required rate of Tax Withholdings, and (z) to establish such Recipient’s entitlement to any available exemption from, or reduction in the rate of, Tax Withholdings, in respect of any payments to be made to such Recipient by any Credit Party pursuant to any Loan Document or otherwise establish such Recipient’s status for withholding Tax purposes in an applicable jurisdiction. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation and information (other than such documentation set forth in Section 2.15(e)(ii)(A)(1)-(42.13(g)(ii)(A), Section 2.15(e)(ii)(B(ii)(B) and Section 2.15(e)(ii)(C(ii)(D) below) shall not be required if in the RecipientLender’s reasonable judgment such completion, execution or submission would subject such Recipient Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such RecipientLender.

Appears in 2 contracts

Samples: Credit Agreement (Oceaneering International Inc), Credit Agreement (Oceaneering International Inc)

Status of Lenders. (i) Each Recipient 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 applicable Borrower and to the US Administrative Agent, whenever at the time or times reasonably requested by the applicable Borrower or the US Administrative Agent, such properly completed and duly executed documentation reasonably requested by the applicable Borrower or the US 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 applicable Borrower or the US Administrative Agent, shall deliver such other documentation prescribed by applicable Requirements of Law and such other Legal Requirement or reasonably requested information as will permit by the applicable Borrower or the US Administrative Agent, Agent as will enable the case may be, (x) applicable Borrower or the US Administrative Agent to determine whether or not any payments made under any Loan Document are such Lender is subject to Tax Withholdings backup withholding or information reporting requirements, (y) to determine, if applicable, the required rate of Tax Withholdings, and (z) to establish such Recipient’s entitlement to any available exemption from, or reduction in the rate of, Tax Withholdings, in respect of any payments to be made to such Recipient by any Credit Party pursuant to any Loan Document or otherwise establish such Recipient’s status for withholding Tax purposes in an applicable jurisdiction. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation and information (other than such the documentation set forth in Section 2.15(e)(ii)(A)(1)-(42.13(g)(ii)(A), Section 2.15(e)(ii)(B2.13 Section 2.13(g)(ii)(B) and Section 2.15(e)(ii)(C2.13 Section 2.13(g)(ii)(B) below) shall not be required if if, in the RecipientLender’s reasonable judgment judgment, such completion, execution or submission would subject such Recipient Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such RecipientLender.

Appears in 2 contracts

Samples: Credit Agreement (NCS Multistage Holdings, Inc.), Credit Agreement (NCS Multistage Holdings, Inc.)

Status of Lenders. (i) Each Recipient Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower or Holdings, as applicable, and to the Administrative Agent, whenever Agent at the time or times reasonably requested by the Borrower Borrower, Holdings or the Administrative Agent, such properly completed and duly executed documentation prescribed by applicable Requirements of Law and such other reasonably requested information by the Borrower, Holdings 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 Borrower, Holdings or the Administrative Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested by the Borrower, Holdings or the Administrative Agent as will enable the case may beBorrower, (x) Holdings or the Administrative Agent to determine whether or not any payments made under any Loan Document are such Lender is subject to Tax Withholdings backup withholding or information reporting requirements, (y) to determine, if applicable, the required rate of Tax Withholdings, and (z) to establish such Recipient’s entitlement to any available exemption from, or reduction in the rate of, Tax Withholdings, in respect of any payments to be made to such Recipient by any Credit Party pursuant to any Loan Document or otherwise establish such Recipient’s status for withholding Tax purposes in an applicable jurisdiction. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation and information (other than such documentation set forth in Section 2.15(e)(ii)(A)(1)-(43.01(f)(ii)(A), Section 2.15(e)(ii)(B(ii)(B), (ii)(D) and Section 2.15(e)(ii)(C(ii)(E) below) shall not be required if in the RecipientLender’s reasonable judgment judgment, such completion, execution or submission would subject such Recipient Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such RecipientLender.

Appears in 2 contracts

Samples: Credit Agreement (Paperweight Development Corp), Possession Credit Agreement

Status of Lenders. (i) Each Recipient Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made hereunder shall deliver to the Borrower and to the Administrative Agent, whenever at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and duly executed documentation prescribed by applicable Requirements of Law and such other reasonably requested information by the 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, (x) Borrower or the Administrative Agent to determine whether or not any payments made under any Loan Document are such Lender is subject to Tax Withholdings backup withholding or information reporting requirements, (y) to determine, if applicable, the required rate of Tax Withholdings, and (z) to establish such Recipient’s entitlement to any available exemption from, or reduction in the rate of, Tax Withholdings, in respect of any payments to be made to such Recipient by any Credit Party pursuant to any Loan Document or otherwise establish such Recipient’s status for withholding Tax purposes in an applicable jurisdiction. Notwithstanding 16605535v6 24740.00262 43 anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation and information (other than such documentation set forth in Section 2.15(e)(ii)(A)(1)-(42.15(g)(ii)(A), Section 2.15(e)(ii)(B(ii)(B) and (ii)(C) and Section 2.15(e)(ii)(C2.15(h) below) shall not be required if if, in the RecipientLender’s reasonable judgment judgment, such completion, execution or submission would subject such Recipient Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such RecipientLender.

Appears in 2 contracts

Samples: Revolving Credit Agreement (Cna Financial Corp), Revolving Credit Agreement (Cna Financial Corp)

Status of Lenders. (i) Each Any Recipient (including for all purposes of this Section 2.14(g)(i) any Agent) that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and to the Administrative Agent, whenever at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and duly executed documentation prescribed by applicable Requirements of Law and such other reasonably requested information as will permit by the 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 Recipient, if reasonably requested by the Borrower or the Agent, shall deliver such other documentation prescribed by Applicable Law or reasonably requested by the Borrower or the Agent as will enable the case may be, (x) Borrower or the Agent to determine whether or not any payments made under any Loan Document are such Recipient is subject to Tax Withholdings backup withholding or information reporting requirements, (y) to determine, if applicable, the required rate of Tax Withholdings, and (z) to establish such Recipient’s entitlement to any available exemption from, or reduction in the rate of, Tax Withholdings, in respect of any payments to be made to such Recipient by any Credit Party pursuant to any Loan Document or otherwise establish such Recipient’s status for withholding Tax purposes in an applicable jurisdiction. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation and information (other than such documentation set forth in Section 2.15(e)(ii)(A)(1)-(4clauses (g)(ii)(A), Section 2.15(e)(ii)(B(ii)(B) and Section 2.15(e)(ii)(C(ii)(D) belowof this Section) shall not be required if in the Recipient’s reasonable judgment such completion, execution or submission would subject such Recipient to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Recipient.

Appears in 2 contracts

Samples: Credit Agreement, Credit Agreement (Ascend Wellness Holdings, Inc)

Status of Lenders. (i) Each Recipient Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments hereunder or under any other Loan Document shall deliver to the Borrower and Representative (with a copy to the Administrative Agent), whenever at the time or times prescribed by applicable law or reasonably requested by the Borrower Representative or the Administrative Agent, such properly completed and duly executed documentation reasonably requested by the 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 Lender, if reasonably requested by the Borrower Representative or the Administrative Agent, shall deliver such other documentation prescribed by applicable Requirements of Law and such other law or reasonably requested information as will permit by the Borrower or the Administrative Agent, Agent as will enable the case may be, (x) Borrowers or the Administrative Agent to determine whether or not any payments made under any Loan Document are such Lender is subject to Tax Withholdings backup withholding or information reporting requirements, (y) to determine, if applicable, the required rate of Tax Withholdings, and (z) to establish such Recipient’s entitlement to any available exemption from, or reduction in the rate of, Tax Withholdings, in respect of any payments to be made to such Recipient by any Credit Party pursuant to any Loan Document or otherwise establish such Recipient’s status for withholding Tax purposes in an applicable jurisdiction. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation and information (other than such documentation set forth in Section 2.15(e)(ii)(A)(1)-(4Sections 2.13(g)(ii)(A), Section 2.15(e)(ii)(B(ii)(B) and Section 2.15(e)(ii)(C(ii)(D) below) shall not be required if in the RecipientLender’s reasonable judgment such completion, execution or submission would subject such Recipient Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such RecipientLender.

Appears in 2 contracts

Samples: Credit Agreement (CorEnergy Infrastructure Trust, Inc.), Credit Agreement (CorEnergy Infrastructure Trust, Inc.)

Status of Lenders. (i) Each Recipient Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower Borrowers and to the Administrative Agent, whenever at the time or times required by applicable law or as reasonably requested by the Borrower Borrowers or the Administrative Agent, such properly completed and duly executed documentation prescribed required by applicable Requirements of Law and such other law or as reasonably requested information by the Borrowers 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 required by applicable law or as reasonably requested by the Borrower Borrowers or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrowers or the Administrative Agent as will enable the case may be, (x) Borrowers or the Administrative Agent to determine whether or not any payments made under any Loan Document are such Lender is subject to Tax Withholdings backup withholding or information reporting requirements, (y) to determine, if applicable, the required rate of Tax Withholdings, and (z) to establish such Recipient’s entitlement to any available exemption from, or reduction in the rate of, Tax Withholdings, in respect of any payments to be made to such Recipient by any Credit Party pursuant to any Loan Document or otherwise establish such Recipient’s status for withholding Tax purposes in an applicable jurisdiction. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation and information (other than such documentation set forth in Section 2.15(e)(ii)(A)(1)-(42.17(f)(ii)(A), Section 2.15(e)(ii)(B(ii)(B) and Section 2.15(e)(ii)(C(ii)(D) below) shall not be required if in the RecipientLender’s reasonable judgment such completion, execution or submission would subject such Recipient Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such RecipientLender.

Appears in 2 contracts

Samples: Credit Agreement (Brown & Brown Inc), Credit Agreement (Brown & Brown Inc)

Status of Lenders. (i) Each Recipient 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), whenever at the time or times prescribed by applicable law or reasonably requested by the Borrower, such properly completed and executed documentation prescribed by applicable 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 properly completed and duly executed other documentation prescribed by applicable Requirements of Law and such other law or reasonably requested information as will permit by the Borrower or the Administrative Agent, Agent as will enable the case may be, (x) Borrower or the Administrative Agent to determine whether or not any payments made under any Loan Document are such Lender is subject to Tax Withholdings backup withholding or information reporting requirements, (y) to determine, if applicable, the required rate of Tax Withholdings, and (z) to establish such Recipient’s entitlement to any available exemption from, or reduction in the rate of, Tax Withholdings, in respect of any payments to be made to such Recipient by any Credit Party pursuant to any Loan Document or otherwise establish such Recipient’s status for withholding Tax purposes in an applicable jurisdiction. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation and information (other than such documentation set forth in Section 2.15(e)(ii)(A)(1)-(4), Section 2.15(e)(ii)(B2.14(f)(ii)(A) and (B) or Section 2.15(e)(ii)(C2.14(f) below) shall not be required if in the RecipientLender’s reasonable judgment such completion, execution or submission would subject such Recipient Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such RecipientLender.

Appears in 2 contracts

Samples: Secured Revolving Credit Agreement (FIDUS INVESTMENT Corp), Senior Secured (FIDUS INVESTMENT Corp)

Status of Lenders. (i) Each Recipient Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and to the Administrative AgentAgent (provided that the Administrative Agent shall be under no obligation to so request), whenever at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and duly executed documentation prescribed by applicable Requirements of Law and such other reasonably requested information by the 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, (x) Borrower or the Administrative Agent to determine whether or not any payments made under any Loan Document are such Lender is subject to Tax Withholdings backup withholding or information reporting requirements, (y) to determine, if applicable, the required rate of Tax Withholdings, and (z) to establish such Recipient’s entitlement to any available exemption from, or reduction in the rate of, Tax Withholdings, in respect of any payments to be made to such Recipient by any Credit Party pursuant to any Loan Document or otherwise establish such Recipient’s status for withholding Tax purposes in an applicable jurisdiction. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation and information (other than such documentation set forth in Section 2.15(e)(ii)(A)(1)-(43.01(g)(ii)(A), Section 2.15(e)(ii)(B(ii)(B) and Section 2.15(e)(ii)(C(ii)(D) below) shall not be required if in the RecipientLender’s reasonable judgment such completion, execution or submission would subject such Recipient Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such RecipientLender.

Appears in 2 contracts

Samples: Term Loan Agreement (Flextronics International Ltd.), Term Loan Agreement (Flextronics International Ltd.)

Status of Lenders. (i) Each Recipient Any Lender (including, solely for purposes of this paragraph (f), the Administrative Agent) that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and to the Administrative Agent, whenever at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and duly executed documentation prescribed by applicable Requirements of Law and such other reasonably requested information by the 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, (x) Borrower or the Administrative Agent to determine whether or not any payments made under any Loan Document are such Lender is subject to Tax Withholdings backup withholding or information reporting requirements, (y) to determine, if applicable, the required rate of Tax Withholdings, and (z) to establish such Recipient’s entitlement to any available exemption from, or reduction in the rate of, Tax Withholdings, in respect of any payments to be made to such Recipient by any Credit Party pursuant to any Loan Document or otherwise establish such Recipient’s status for withholding Tax purposes in an applicable jurisdiction. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation and information (other than such documentation set forth in Section 2.15(e)(ii)(A)(1)-(4Sections 5.11(f)(ii)(A), Section 2.15(e)(ii)(B(ii)(B) and Section 2.15(e)(ii)(C(ii)(D) below) shall not be required if in the RecipientLender’s reasonable judgment such completion, execution or submission would subject such Recipient Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such RecipientLender.

Appears in 2 contracts

Samples: Credit Agreement (CST Brands, Inc.), Credit Agreement (CST Brands, Inc.)

Status of Lenders. (i) Each Recipient Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Transaction Document shall deliver to the Borrower Borrower, the Paying Agent and to the Administrative Agent, whenever at the time or times reasonably requested by the Borrower Borrower, the Paying Agent or the Administrative Agent, such properly completed and duly executed documentation prescribed by applicable Requirements of Law and such other reasonably requested information by the Borrower, the Paying Agent 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 Borrower, the Paying Agent or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower, the Paying Agent or the Administrative Agent as will enable the case may beBorrower, (x) the Paying Agent or the Administrative Agent to determine whether or not any payments made under any Loan Document are such Lender is subject to Tax Withholdings backup withholding or information reporting requirements, (y) to determine, if applicable, the required rate of Tax Withholdings, and (z) to establish such Recipient’s entitlement to any available exemption from, or reduction in the rate of, Tax Withholdings, in respect of any payments to be made to such Recipient by any Credit Party pursuant to any Loan Document or otherwise establish such Recipient’s status for withholding Tax purposes in an applicable jurisdiction. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation and information (other than such documentation set forth in Section 2.15(e)(ii)(A)(1)-(42.08(f)(ii)(A), Section 2.15(e)(ii)(B(ii)(B) and Section 2.15(e)(ii)(C(ii)(D) below) shall not be required if in the RecipientLender’s reasonable judgment such completion, execution or submission would subject such Recipient Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such RecipientLender.

Appears in 2 contracts

Samples: Warehouse Credit Agreement (LendingClub Corp), Warehouse Credit Agreement (LendingClub Corp)

Status of Lenders. (i) Each Recipient Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made hereunder or under any other Loan Document shall deliver to the Borrower and to the Administrative Agent, whenever at the time or times prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent, such properly completed and duly executed documentation prescribed by applicable Requirements of Law and such other law or reasonably requested information by the 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, (x) Borrower or the Administrative Agent to determine whether or not any payments made under any Loan Document are such Lender is subject to Tax Withholdings backup withholding or information reporting requirements, (y) to determine, if applicable, the required rate of Tax Withholdings, and (z) to establish such Recipient’s entitlement to any available exemption from, or reduction in the rate of, Tax Withholdings, in respect of any payments to be made to such Recipient by any Credit Party pursuant to any Loan Document or otherwise establish such Recipient’s status for withholding Tax purposes in an applicable jurisdiction. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation and information (other than such documentation set forth in Section 2.15(e)(ii)(A)(1)-(43.01(g)(ii)(A), Section 2.15(e)(ii)(B(ii)(B) and Section 2.15(e)(ii)(C(ii)(D) below) shall not be required if in the RecipientLender’s reasonable judgment such completion, execution or submission would subject such Recipient Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such RecipientLender or is prohibited by the applicable law of such Lender’s jurisdiction.

Appears in 2 contracts

Samples: Term Loan Agreement (Patterson Uti Energy Inc), Credit Agreement (Patterson Uti Energy Inc)

Status of Lenders. (i) Each Recipient Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments hereunder or under any other Loan Document shall deliver to the Borrower and (with a copy to the Administrative Agent), whenever at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and duly executed documentation reasonably requested by the Borrower or the Administrative Agent or prescribed by applicable Requirements of Applicable Law and such other reasonably requested information 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, (x) Borrower or the Administrative Agent to determine whether or not any payments made under any Loan Document are such Lender is subject to Tax Withholdings backup withholding or information reporting requirements, (y) to determine, if applicable, the required rate of Tax Withholdings, and (z) to establish such Recipient’s entitlement to any available exemption from, or reduction in the rate of, Tax Withholdings, in respect of any payments to be made to such Recipient by any Credit Party pursuant to any Loan Document or otherwise establish such Recipient’s status for withholding Tax purposes in an applicable jurisdiction. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation and information (other than such documentation set forth in Section 2.15(e)(ii)(A)(1)-(4Sections 4.12(e)(ii)(A), Section 2.15(e)(ii)(B(ii)(B) and Section 2.15(e)(ii)(C(ii)(D) below) shall not be required if in the RecipientLender’s reasonable judgment such completion, execution or submission would subject such Recipient Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Recipient.Lender:

Appears in 2 contracts

Samples: Credit Agreement (Owens Corning), Credit Agreement (Owens Corning)

Status of Lenders. (i) Each Recipient 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 Borrowers and the Agent, prior to the Administrative Agent, whenever date on which such Lender becomes a Lender under this Agreement or acquired an interest therein and at the time or times reasonably requested by the Borrower Borrowers or the Administrative Agent, such properly completed and duly executed documentation reasonably requested by the Borrowers or the 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 Borrowers or the Agent, shall deliver such other documentation prescribed by applicable Requirements of Law and such other law or reasonably requested information by the Borrowers or the Agent as will permit enable the Borrower Borrowers or the Administrative Agent, as the case may be, (x) Agent to determine whether or not any payments made under any Loan Document are such Lender is subject to Tax Withholdings US backup withholding or information reporting requirements, (y) to determine, if applicable, the required rate of Tax Withholdings, and (z) to establish such Recipient’s entitlement to any available exemption from, or reduction in the rate of, Tax Withholdings, in respect of any payments to be made to such Recipient by any Credit Party pursuant to any Loan Document or otherwise establish such Recipient’s status for withholding Tax purposes in an applicable jurisdiction. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation and information (other than such documentation set forth in Section 2.15(e)(ii)(A)(1)-(412.2(f)(ii)(A), Section 2.15(e)(ii)(B(ii)(B) and Section 2.15(e)(ii)(C12.8(e) below, or the UK tax documentation required under Section 12.2(j)(ii)) shall not be required if in the RecipientLender’s reasonable judgment such completion, execution or submission would subject such Recipient Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such RecipientLender.

Appears in 2 contracts

Samples: Agreement (Hillenbrand, Inc.), Agreement (Hillenbrand, Inc.)

Status of Lenders. (i) Each Recipient shall deliver Any Lender that is entitled to the Borrower and an exemption from, or reduction of withholding Tax with respect to the Administrative Agent, whenever reasonably requested by the Borrower or the Administrative Agent, such properly completed and duly executed documentation prescribed by applicable Requirements of Law and such other reasonably requested information as will permit the Borrower or the Administrative Agent, as the case may be, (x) to determine whether or not any payments made under any Loan Document are shall deliver to Borrower at the time or times reasonably requested by Borrower such properly completed and executed documentation reasonably requested by Borrower as will permit such payments to be made without withholding or at a reduced rate of withholding; provided that, other than in the case of U.S. Federal withholding Taxes, such Lender has received written notice from Borrower advising it of the availability of such exemption or reduction and containing all applicable documentation. In addition, any Lender, if reasonably requested by Borrower, shall deliver such other documentation prescribed by applicable law or as reasonably requested by Borrower as will enable Borrower to determine whether or not such Lender is subject to Tax Withholdings backup withholding or information reporting requirements, (y) to determine, if applicable, the required rate of Tax Withholdings, and (z) to establish such Recipient’s entitlement to any available exemption from, or reduction in the rate of, Tax Withholdings, in respect of any payments to be made to such Recipient by any Credit Party pursuant to any Loan Document or otherwise establish such Recipient’s status for withholding Tax purposes in an applicable jurisdiction. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation and information (other than such documentation set forth in Section 2.15(e)(ii)(A)(1)-(45.03(e)(ii)(A), Section 2.15(e)(ii)(B(B) and Section 2.15(e)(ii)(C) belowor (D)) shall not be required if in the RecipientLender’s reasonable judgment such completion, execution or submission would subject such Recipient Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such RecipientLender.

Appears in 2 contracts

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

Status of Lenders. (i) Each Recipient The Administrative Agent and 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, whenever as applicable, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and duly executed documentation prescribed by applicable Requirements of Law and such other reasonably requested information by the 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 and any Lender, if reasonably requested by the Borrower or the Administrative Agent, as applicable, shall deliver such other documentation prescribed by applicable law or reasonably requested by the case may be, (x) Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not any payments made under any Loan Document are the Administrative Agent or such Lender is subject to Tax Withholdings backup withholding or information reporting requirements, (y) to determine, if applicable, the required rate of Tax Withholdings, and (z) to establish such Recipient’s entitlement to any available exemption from, or reduction in the rate of, Tax Withholdings, in respect of any payments to be made to such Recipient by any Credit Party pursuant to any Loan Document or otherwise establish such Recipient’s status for withholding Tax purposes in an applicable jurisdiction. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation and information (other than such documentation set forth in Section 2.15(e)(ii)(A)(1)-(4clauses (ii)(A), Section 2.15(e)(ii)(B(ii)(B) and Section 2.15(e)(ii)(C(ii)(D) below) shall not be required if in the RecipientAdministrative Agent’s reasonable or Lender’s judgment such completion, execution or submission would subject such Recipient Lender to any material unreimbursed cost or expense or would materially prejudice the its legal or commercial position of such Recipientposition.

Appears in 2 contracts

Samples: Credit Agreement (Leap Wireless International Inc), Credit Agreement (Leap Wireless International Inc)

Status of Lenders. (i) Each Recipient Any Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which an Obligor 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), whenever at the time or times reasonably requested by the Borrower, such properly completed and executed documentation prescribed by applicable 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 properly completed and duly executed other documentation prescribed by applicable Requirements of Law and such other law or reasonably requested information as will permit by the Borrower or the Administrative Agent, Agent as will enable the case may be, (x) Borrower or the Administrative Agent to determine whether or not any payments made under any Loan Document are such Lender is subject to Tax Withholdings backup withholding or information reporting requirements, (y) to determine, if applicable, the required rate of Tax Withholdings, and (z) to establish such Recipient’s entitlement to any available exemption from, or reduction in the rate of, Tax Withholdings, in respect of any payments to be made to such Recipient by any Credit Party pursuant to any Loan Document or otherwise establish such Recipient’s status for withholding Tax purposes in an applicable jurisdiction. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation and information (other than such documentation set forth in Section 2.15(e)(ii)(A)(1)-(4paragraphs (e)(i), Section 2.15(e)(ii)(B(e)(ii), and (g) and Section 2.15(e)(ii)(C) belowof this Section) shall not be required if in the RecipientLender’s reasonable judgment such completion, execution or submission would subject such Recipient Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Recipient.Lender. Without limiting the generality of the foregoing, if the Borrower is resident for tax purposes in the United States,

Appears in 2 contracts

Samples: Guarantee and Security Agreement (Franklin BSP Capital Corp), Senior Secured Credit Agreement (Franklin BSP Lending Corp)

Status of Lenders. (i) Each Recipient Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and to the Administrative AgentAgent (provided that the Administrative Agent shall be under no obligation to so request), whenever at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and duly executed documentation prescribed by applicable Requirements of Law and such other reasonably requested information by the 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, (x) Borrower or the Administrative Agent to determine whether or not any payments made under any Loan Document are such Lender is subject to Tax Withholdings backup withholding or information reporting requirements, (y) to determine, if applicable, the required rate of Tax Withholdings, and (z) to establish such Recipient’s entitlement to any available exemption from, or reduction in the rate of, Tax Withholdings, in respect of any payments to be made to such Recipient by any Credit Party pursuant to any Loan Document or otherwise establish such Recipient’s status for withholding Tax purposes in an applicable jurisdiction. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation and information (other than such documentation set forth in Section 2.15(e)(ii)(A)(1)-(42.18(f)(ii)(A), Section 2.15(e)(ii)(B(ii)(B) and Section 2.15(e)(ii)(C(ii)(D) below) shall not be required if in the RecipientLender’s reasonable judgment such completion, execution or submission would subject such Recipient Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such RecipientLender.

Appears in 2 contracts

Samples: Credit Agreement (Ralcorp Holdings Inc /Mo), Credit Agreement (Ralcorp Holdings Inc /Mo)

Status of Lenders. (i) Each Recipient 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 applicable Borrower and to the US Administrative Agent, whenever at the time or times reasonably requested by the applicable Borrower or the US Administrative Agent, such properly completed and duly executed documentation reasonably requested by the applicable Borrower or the US 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 applicable Borrower or the US Administrative Agent, shall deliver such other documentation prescribed by applicable Requirements of Law and such other Legal Requirement or reasonably requested information as will permit by the applicable Borrower or the US Administrative Agent, Agent as will enable the case may be, (x) applicable Borrower or the US Administrative Agent to determine whether or not any payments made under any Loan Document are such Lender is subject to Tax Withholdings backup withholding or information reporting requirements, (y) to determine, if applicable, the required rate of Tax Withholdings, and (z) to establish such Recipient’s entitlement to any available exemption from, or reduction in the rate of, Tax Withholdings, in respect of any payments to be made to such Recipient by any Credit Party pursuant to any Loan Document or otherwise establish such Recipient’s status for withholding Tax purposes in an applicable jurisdiction. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation and information (other than such the documentation set forth in Section 2.15(e)(ii)(A)(1)-(42.13(g)(ii)(A), Section 2.15(e)(ii)(B2.13 (g)(ii)(B) and Section 2.15(e)(ii)(C2.13 (g)(ii)(D) below) shall not be required if if, in the RecipientLender’s reasonable judgment judgment, such completion, execution or submission would subject such Recipient Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such RecipientLender.

Appears in 1 contract

Samples: Credit Agreement (NCS Multistage Holdings, Inc.)

Status of Lenders. (i) Each Recipient Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and to the Administrative Agent, whenever at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and duly executed documentation reasonably requested by Borrower or 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 Borrower or Administrative Agent, shall deliver such other documentation prescribed by applicable Requirements of Law and such other or reasonably requested information by Borrower or Administrative Agent as will permit the enable Borrower or the Administrative Agent, as the case may be, (x) Agent to determine whether or not any payments made under any Loan Document are such CREDIT AGREEMENT – Page 77 [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause harm to the company if publicly disclosed. Lender is subject to Tax Withholdings backup withholding or information reporting requirements, (y) to determine, if applicable, the required rate of Tax Withholdings, and (z) to establish such Recipient’s entitlement to any available exemption from, or reduction in the rate of, Tax Withholdings, in respect of any payments to be made to such Recipient by any Credit Party pursuant to any Loan Document or otherwise establish such Recipient’s status for withholding Tax purposes in an applicable jurisdiction. Notwithstanding anything to the contrary in the preceding sentencetwo (2) sentences, the completion, execution and submission of such documentation and information (other than such documentation set forth in Section 2.15(e)(ii)(A)(1)-(43.4(g)(ii)(A), Section 2.15(e)(ii)(B(ii)(B) and Section 2.15(e)(ii)(C(ii)(D) below) shall not be required if in the Recipientsuch Lender’s reasonable judgment such completion, execution or submission would subject such Recipient Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such RecipientLender.

Appears in 1 contract

Samples: Credit Agreement (Sunnova Energy International Inc.)

Status of Lenders. (ih) Each Recipient Any Lender that is entitled to an exemption from or a reduction of withholding Tax with respect to payments made under any Transaction Document shall deliver to the Borrower Borrower, the Collateral Agent and to the Administrative Deal Agent, whenever at the time or times reasonably requested by the Borrower or the Administrative AgentBorrower, such properly completed and duly executed documentation reasonably requested by the Borrower, the Collateral Agent or the Deal 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, the Collateral Agent or the Deal Agent, shall deliver such other documentation prescribed by applicable Requirements of Law and such other law or reasonably requested information by the Borrower, the Collateral Agent or the Deal Agent as will permit enable the Borrower Borrower, the Collateral Agent or the Administrative Agent, as the case may be, (x) Deal Agent to determine whether or not any payments made under any Loan Document are such Lender is subject to Tax Withholdings backup withholding or information reporting requirements, (y) to determine, if applicable, the required rate of Tax Withholdings, and (z) to establish such Recipient’s entitlement to any available exemption from, or reduction in the rate of, Tax Withholdings, in respect of any payments to be made to such Recipient by any Credit Party pursuant to any Loan Document or otherwise establish such Recipient’s status for withholding Tax purposes in an applicable jurisdiction. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation and information (other than such documentation set forth in Section 2.15(e)(ii)(A)(1)-(4Sections 2.11(g)(ii)(A), Section 2.15(e)(ii)(B(ii)(B) and Section 2.15(e)(ii)(C(ii)(D) below) shall not be required if in the Recipientsuch Lender’s reasonable judgment such completion, execution or submission would subject such Recipient Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such RecipientLender.

Appears in 1 contract

Samples: Loan and Security Agreement (Credit Acceptance Corp)

Status of Lenders. (i) Each Recipient Any Lender that is entitled to an exemption from, or reduction of, any applicable withholding Tax with respect to any payments under any Loan Document shall deliver to the Borrower Company and to the Administrative Agent, whenever at the time or times reasonably requested by the Borrower Company or the Administrative Agent and at the time or times prescribed by applicable law, such properly completed and executed documentation prescribed by applicable law or as reasonably requested by the Company or the Administrative Agent as will permit such payments to be made without, or at a reduced rate of, withholding. In addition, any Lender, if reasonably requested by the Company or the Administrative Agent, shall deliver such properly completed and duly executed other documentation prescribed by applicable Requirements of Law and such other law or reasonably requested information as will permit by the Borrower Company or the Administrative Agent, Agent as will enable the case may be, (x) Company or the Administrative Agent to determine whether or not any payments made under any Loan Document are such Lender is subject to Tax Withholdings any withholding (including backup 116 withholding) or information reporting requirements, (y) to determine, if applicable, the required rate of Tax Withholdings, and (z) to establish such Recipient’s entitlement to any available exemption from, or reduction in the rate of, Tax Withholdings, in respect of any payments to be made to such Recipient by any Credit Party pursuant to any Loan Document or otherwise establish such Recipient’s status for withholding Tax purposes in an applicable jurisdiction. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation and information (other than such documentation set forth in Section 2.15(e)(ii)(A)(1)-(4), Section 2.15(e)(ii)(B3.4(f)(ii)(A) through (E) and Section 2.15(e)(ii)(C3.4(f)(iii) below) shall not be required if in the RecipientLender’s reasonable judgment such completion, execution or submission would subject such Recipient Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such RecipientLender.

Appears in 1 contract

Samples: Credit Agreement (DIEBOLD NIXDORF, Inc)

Status of Lenders. (i) Each Recipient shall deliver Any Lender that is entitled to the Borrower and an exemption from or reduction of withholding Tax with respect to the Administrative Agent, whenever reasonably requested by the Borrower or the Administrative Agent, such properly completed and duly executed documentation prescribed by applicable Requirements of Law and such other reasonably requested information as will permit the Borrower or the Administrative Agent, as the case may be, (x) to determine whether or not any payments made under any Loan Document are shall deliver to the Borrowers and the Administrative Agent, at the time or times reasonably requested by the Borrowers or the Administrative Agent and at the time or times prescribed by applicable law, such properly completed and executed documentation reasonably requested by the Borrowers or the Administrative Agent or prescribed by applicable law 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 Borrowers or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrowers or the Administrative Agent as will enable the Borrowers or the Administrative Agent to determine whether or not such Lender is subject to Tax Withholdings backup withholding or information reporting requirements, (y) to determine, if applicable, the required rate of Tax Withholdings, and (z) to establish such Recipient’s entitlement to any available exemption from, or reduction in the rate of, Tax Withholdings, in respect of any payments to be made to such Recipient by any Credit Party pursuant to any Loan Document or otherwise establish such Recipient’s status for withholding Tax purposes in an applicable jurisdiction. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation and information (other than such documentation set forth in Section 2.15(e)(ii)(A)(1)-(43.03(g)(ii)(A), Section 2.15(e)(ii)(B(ii)(B) and Section 2.15(e)(ii)(C(ii)(D) below) shall not be required if in the RecipientLender’s reasonable judgment such completion, execution or submission would subject such Recipient Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such RecipientLender.

Appears in 1 contract

Samples: Credit Agreement (Par Pacific Holdings, Inc.)

Status of Lenders. (i) Each Recipient (i) 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 Administrative Borrower and to the Administrative Agent, whenever at the time or times reasonably requested by the Administrative Borrower or the Administrative Agent, such properly completed and duly executed documentation prescribed by applicable Requirements of Law and such other reasonably requested information by the Administrative 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 Administrative Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Administrative Borrower or the Administrative Agent as will enable the case may be, (x) Administrative Borrower or the Administrative Agent to determine whether or not any payments made under any Loan Document are such Lender is subject to Tax Withholdings backup withholding or information reporting requirements, (y) to determine, if applicable, the required rate of Tax Withholdings, and (z) to establish such Recipient’s entitlement to any available exemption from, or reduction in the rate of, Tax Withholdings, in respect of any payments to be made to such Recipient by any Credit Party pursuant to any Loan Document or otherwise establish such Recipient’s status for withholding Tax purposes in an applicable jurisdiction. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation and information (other than such documentation set forth in Section 2.15(e)(ii)(A)(1)-(4paragraphs (f)(ii)(A), Section 2.15(e)(ii)(B(f)(ii)(B) and (f)(ii)(D) of this Section 2.15(e)(ii)(C) below4.04) shall not be required if in the RecipientLender’s reasonable judgment such completion, execution or submission would subject such Recipient Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such RecipientLender.

Appears in 1 contract

Samples: Credit Agreement (Urban One, Inc.)

Status of Lenders. (i) Each Recipient 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 resident for tax purposes, or any treaty to which such jurisdiction is a party, with respect to payments hereunder or under any other Credit Document shall deliver to the Borrower and (with a copy to the Administrative Agent), whenever at the time or times prescribed by Applicable Law or reasonably requested by the Borrower or the Administrative Agent, such properly completed and duly executed documentation prescribed by applicable Requirements of Applicable Law and such other reasonably requested information 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 Agent as will enable the case may be, (x) Borrower or the Agent to determine whether or not any payments made under any Loan Document are such Lender is subject to Tax Withholdings backup withholding or information reporting requirements, (y) to determine, if applicable, the required rate of Tax Withholdings, and (z) to establish such Recipient’s entitlement to any available exemption from, or reduction in the rate of, Tax Withholdings, in respect of any payments to be made to such Recipient by any Credit Party pursuant to any Loan Document or otherwise establish such Recipient’s status for withholding Tax purposes in an applicable jurisdiction. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation and information (other than such documentation set forth in Section 2.15(e)(ii)(A)(1)-(42.6(f)(i), Section 2.15(e)(ii)(B(f)(ii) and Section 2.15(e)(ii)(C(f)(iv) below) shall not be required if in the RecipientLender’s reasonable judgment such completion, execution or submission would subject such Recipient Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such RecipientLender.

Appears in 1 contract

Samples: Credit Agreement (TransMontaigne Partners L.P.)

Status of Lenders. (i) Each Recipient 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), whenever at the time or times prescribed by applicable law or reasonably requested by the Borrower, such properly completed and executed documentation prescribed by applicable 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 properly completed and duly executed other documentation prescribed by applicable Requirements of Law and such other law or reasonably requested information as will permit by the Borrower or the Administrative Agent, Agent as will enable the case may be, (x) Borrower or the Administrative Agent to determine whether or not any payments made under any Loan Document are such Lender is subject to Tax Withholdings backup withholding or information reporting requirements, (y) to determine, if applicable, the required rate of Tax Withholdings, and (z) to establish such Recipient’s entitlement to any available exemption from, or reduction in the rate of, Tax Withholdings, in respect of any payments to be made to such Recipient by any Credit Party pursuant to any Loan Document or otherwise establish such Recipient’s status for withholding Tax purposes in an applicable jurisdiction. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation and information (other than such documentation set forth in Section 2.15(e)(ii)(A)(1)-(4), 2.14(e)(ii)(A) or (B) or Section 2.15(e)(ii)(B) and Section 2.15(e)(ii)(C2.14(f) below) shall not be required if in the Recipient’s Foreign Lender's reasonable judgment such completion, execution or submission would subject such Recipient Foreign Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Recipient.Foreign Lender. Without limiting the generality of the foregoing, if the Borrower is a U.S. Borrower,

Appears in 1 contract

Samples: Senior Secured Revolving Credit Agreement (Alcentra Capital Corp)

Status of Lenders. (i) Each Recipient Any Lender that is entitled to an exemption from, or reduction of, withholding Tax with respect to payments made under this Agreement or any other Loan Document shall deliver to the Borrower and to the Administrative Agent, whenever at the time or times reasonably requested by the Borrower or the Administrative Agent and at the time or times prescribed by applicable law, such properly completed and executed documentation reasonably requested by the 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 properly completed and duly executed other documentation prescribed by applicable Requirements of Law and such other law or reasonably requested information as will permit by the Borrower or the Administrative Agent, Agent as will enable the case may be, (x) Borrower or the Administrative Agent to determine whether or not any payments made under any Loan Document are such Lender is subject to Tax Withholdings backup withholding or information reporting requirements, (y) to determine, if applicable, the required rate of Tax Withholdings, and (z) to establish such Recipient’s entitlement to any available exemption from, or reduction in the rate of, Tax Withholdings, in respect of any payments to be made to such Recipient by any Credit Party pursuant to any Loan Document or otherwise establish such Recipient’s status for withholding Tax purposes in an applicable jurisdiction. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation and information (other than such documentation set forth in Section 2.15(e)(ii)(A)(1)-(42.16(f)(ii)(A), Section 2.15(e)(ii)(B2.16(f)(ii)(B) and Section 2.15(e)(ii)(C) belowor 2.16(f)(ii)(D)) shall not be required if in the RecipientLender’s reasonable judgment such completion, execution or submission would subject such Recipient Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Recipient.Lender. 73

Appears in 1 contract

Samples: Credit Agreement (YETI Holdings, Inc.)

Status of Lenders. (i) Each Any Recipient that is entitled to an exemption from, or reduction of, any applicable withholding Tax with respect to any payments under any Financing Document shall deliver to the Borrower and to the Administrative Agent, whenever at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and duly executed documentation prescribed by applicable Requirements of Law and such other law or reasonably requested information by the Borrower or the Administrative Agent as will permit such payments to be made without, or at a reduced rate of, withholding. In addition, any Recipient, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by law or reasonably requested by the Borrower or the Administrative Agent as will enable the case may be, (x) Borrower or the Administrative Agent to determine whether or not any payments made under any Loan Document are such Recipient is subject to Tax Withholdings any withholding (including backup withholding) or information reporting requirements, (y) to determine, if applicable, the required rate of Tax Withholdings, and (z) to establish such Recipient’s entitlement to any available exemption from, or reduction in the rate of, Tax Withholdings, in respect of any payments to be made to such Recipient by any Credit Party pursuant to any Loan Document or otherwise establish such Recipient’s status for withholding Tax purposes in an applicable jurisdiction. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation and information (other than such documentation set forth in Section 2.15(e)(ii)(A)(1)-(4), 2.15(f)(ii)(A) through Section 2.15(e)(ii)(B) and Section 2.15(e)(ii)(C2.15(f)(ii)(E) below) shall not be required if in the Recipient’s reasonable judgment such completion, execution or submission would subject such Recipient to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Recipient.. Upon the reasonable request of the Borrower or the Administrative Agent, any Recipient shall

Appears in 1 contract

Samples: Assignment and Assumption (Cleco Power LLC)

Status of Lenders. (i) Each Recipient Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower Borrowers and the Agent (or, with respect to UK Withholding Taxes, deliver to the Administrative AgentBorrowers and the Agent or submit to the appropriate Governmental Authority (as applicable)), whenever at the time or times reasonably requested by the Borrower Borrowers or the Administrative Agent, such properly completed and duly executed documentation reasonably requested by Borrowers or the 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 Borrowers or the Agent, shall deliver such other documentation prescribed by applicable Requirements of Law and such other law or reasonably requested information by the Borrowers or the Agent as will permit enable the Borrower Borrowers or the Administrative Agent, as the case may be, (x) Agent to determine whether or not any payments made under any Loan Document are such Lender is subject to Tax Withholdings backup withholding or information reporting requirements, (y) to determine, if applicable, the required rate of Tax Withholdings, and (z) to establish such Recipient’s entitlement to any available exemption from, or reduction in the rate of, Tax Withholdings, in respect of any payments to be made to such Recipient by any Credit Party pursuant to any Loan Document or otherwise establish such Recipient’s status for withholding Tax purposes in an applicable jurisdiction. Notwithstanding anything to the contrary in the preceding sentence, the completion, execution and submission of such documentation Confidential material omitted and information filed separately with the Commission. (other than such documentation set forth in Section 2.15(e)(ii)(A)(1)-(4paragraphs (g)(ii)(1), Section 2.15(e)(ii)(B(ii)(2), and (ii)(4) and Section 2.15(e)(ii)(C) belowof this Section) shall not be required if in the RecipientLender’s reasonable judgment such completion, execution or submission would subject such Recipient Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such RecipientLender.

Appears in 1 contract

Samples: Loan and Security Agreement (Mesoblast LTD)

AutoNDA by SimpleDocs

Status of Lenders. (i) Each Recipient Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower Representative and to the Administrative Agent, whenever at the time or times reasonably requested by the Borrower Representative or the Administrative Agent, such properly completed and duly executed documentation prescribed by applicable Requirements of Law and such other reasonably requested information by the Borrower Representative or the Administrative Agent as will permit such payments to be made without withholding or at a NAI-1514693629v12 76 reduced rate of withholding. In addition, 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 the case may be, (x) Borrowers or the Administrative Agent to determine whether or not any payments made under any Loan Document are such Lender is subject to Tax Withholdings backup withholding or information reporting requirements, (y) to determine, if applicable, the required rate of Tax Withholdings, and (z) to establish such Recipient’s entitlement to any available exemption from, or reduction in the rate of, Tax Withholdings, in respect of any payments to be made to such Recipient by any Credit Party pursuant to any Loan Document or otherwise establish such Recipient’s status for withholding Tax purposes in an applicable jurisdiction. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation and information (other than such documentation set forth in Section 2.15(e)(ii)(A)(1)-(42.17(f)(ii)(A), Section 2.15(e)(ii)(B(ii)(B) and Section 2.15(e)(ii)(C(ii)(D) below) shall not be required if in the RecipientLender’s reasonable judgment such completion, execution or submission would subject such Recipient Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such RecipientLender.

Appears in 1 contract

Samples: Credit Agreement (Opko Health, Inc.)

Status of Lenders. (i) Each Recipient 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 Documents shall deliver to the Borrower and to the Administrative Agent, whenever at the time or times prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent, such properly completed and duly executed documentation prescribed by applicable Requirements of Law and such other law or reasonably requested information by the 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, (x) Borrower or the Administrative Agent to determine whether or not any payments made under any Loan Document are such Lender is subject to Tax Withholdings backup withholding or information reporting requirements, (y) to determine, if applicable, the required rate of Tax Withholdings, and (z) to establish such Recipient’s entitlement to any available exemption from, or reduction in the rate of, Tax Withholdings, in respect of any payments to be made to such Recipient by any Credit Party pursuant to any Loan Document or otherwise establish such Recipient’s status for withholding Tax purposes in an applicable jurisdiction. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation and information (other than such documentation set forth in Section 2.15(e)(ii)(A)(1)-(4), 2.15(f)(ii)(A) or (B) or Section 2.15(e)(ii)(B) and Section 2.15(e)(ii)(C2.15(g) below) shall not be required if in the RecipientLender’s reasonable judgment such completion, execution or submission would subject such Recipient Lender to any material 85 unreimbursed cost or expense or would materially prejudice the legal or commercial position of such RecipientLender.

Appears in 1 contract

Samples: Secured Revolving Credit Agreement (Barings Capital Investment Corp)

Status of Lenders. (i2) Each Recipient Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and to the Administrative Agent, whenever at the time or times reasonably requested by the Borrower or the Administrative AgentAgent and at the time or times prescribed by applicable law, such properly completed and duly executed documentation prescribed by applicable Requirements of Law and such other reasonably requested information as will permit by the Borrower or the Administrative AgentAgent 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 or prescribed by applicable law, 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, (x) Borrower or the Administrative Agent to determine whether or not any payments made under any Loan Document are such Lender is subject to Tax Withholdings backup withholding or information reporting requirements, (y) to determine, if applicable, the required rate of Tax Withholdings, and (z) to establish such Recipient’s entitlement to any available exemption from, or reduction in the rate of, Tax Withholdings, in respect of any payments to be made to such Recipient by any Credit Party pursuant to any Loan Document or otherwise establish such Recipient’s status for withholding Tax purposes in an applicable jurisdiction. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation and information (other than such documentation set forth in Section 2.15(e)(ii)(A)(1)-(43.03(g)(ii)(A), Section 2.15(e)(ii)(B(ii)(B) and Section 2.15(e)(ii)(C(ii)(D) below) shall not be required if in the RecipientLender’s reasonable judgment such completion, execution or submission would subject such Recipient Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such RecipientLender.

Appears in 1 contract

Samples: Credit Agreement (Eastern Co)

Status of Lenders. (i) Each Recipient 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 Documents shall deliver to the Borrower and to the Administrative Agent, whenever at the time or times prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent, such properly completed and duly executed documentation prescribed by applicable Requirements of Law and such other law or reasonably requested information by the 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, (x) Borrower or the Administrative Agent to determine whether or not any payments made under any Loan Document are such Lender is subject to Tax Withholdings backup withholding or information reporting requirements, (y) to determine, if applicable, the required rate of Tax Withholdings, and (z) to establish such Recipient’s entitlement to any available exemption from, or reduction in the rate of, Tax Withholdings, in respect of any payments to be made to such Recipient by any Credit Party pursuant to any Loan Document or otherwise establish such Recipient’s status for withholding Tax purposes in an applicable jurisdiction. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation and information (other than such documentation set forth in Section 2.15(e)(ii)(A)(1)-(4), 2.14(f)(ii)(A) or (B) or Section 2.15(e)(ii)(B) and Section 2.15(e)(ii)(C2.14(g) below) shall not be required if in the RecipientLender’s reasonable judgment such completion, execution or submission would subject such Recipient Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Recipient.Lender. 60

Appears in 1 contract

Samples: Senior Secured Revolving Credit Agreement (MONROE CAPITAL Corp)

Status of Lenders. (i) Each Recipient 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 resident for tax purposes, or any treaty to which such jurisdiction is a party, with respect to payments hereunder or under any other Loan Document shall deliver to the Borrower and (with a copy to the Administrative Agent), whenever at the time or times prescribed by applicable Law or reasonably requested by the Borrower or the Administrative Agent, such properly completed and duly executed documentation prescribed by applicable Requirements of Law and such other reasonably requested information 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, (x) Borrower or the Administrative Agent to determine whether or not any payments made under any Loan Document are such Lender is subject to Tax Withholdings backup withholding or information reporting requirements, (y) to determine, if applicable, the required rate of Tax Withholdings, and (z) to establish such Recipient’s entitlement to any available exemption from, or reduction in the rate of, Tax Withholdings, in respect of any payments to be made to such Recipient by any Credit Party pursuant to any Loan Document or otherwise establish such Recipient’s status for withholding Tax purposes in an applicable jurisdiction. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation and information (other than such the documentation set forth in Section 2.15(e)(ii)(A)(1)-(4), Section 2.15(e)(ii)(B) and Section 2.15(e)(ii)(C) described below) shall not be required if in the Recipient’s Lender's reasonable judgment such completion, execution or submission would subject such Recipient Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Recipientthe Lender.

Appears in 1 contract

Samples: Term Loan Agreement (PNM Resources Inc)

Status of Lenders. (i) Each Recipient shall deliver Any Lender that is entitled to the Borrower and an exemption from or reduction of withholding Tax with respect to the Administrative Agent, whenever reasonably requested by the Borrower or the Administrative Agent, such properly completed and duly executed documentation prescribed by applicable Requirements of Law and such other reasonably requested information as will permit the Borrower or the Administrative Agent, as the case may be, (x) to determine whether or not any payments made under any Loan Document are shall deliver to the Borrower Representative and the Administrative Agent, at the time or times reasonably requested by the Borrower Representative or the Administrative Agent and at the time or times prescribed by applicable law, such properly completed and executed documentation reasonably requested by the Borrower Representative or the Administrative Agent or prescribed by applicable law 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 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 the Borrowers or the Administrative Agent to determine whether or not such Lender is subject to Tax Withholdings backup withholding or information reporting requirements, (y) to determine, if applicable, the required rate of Tax Withholdings, and (z) to establish such Recipient’s entitlement to any available exemption from, or reduction in the rate of, Tax Withholdings, in respect of any payments to be made to such Recipient by any Credit Party pursuant to any Loan Document or otherwise establish such Recipient’s status for withholding Tax purposes in an applicable jurisdiction. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation and information (other than 90 such documentation set forth in Section 2.15(e)(ii)(A)(1)-(42.17(f)(ii)(A), Section 2.15(e)(ii)(B(ii)(B) and Section 2.15(e)(ii)(C(ii)(D) below) shall not be required if in the RecipientLender’s reasonable judgment such completion, execution or submission would subject such Recipient Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such RecipientLender.

Appears in 1 contract

Samples: Credit Agreement (Designer Brands Inc.)

Status of Lenders. (i) Each Recipient Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and to the Administrative Agent, whenever at the time or times prescribed by applicable law and at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and duly executed documentation prescribed by applicable Requirements of Law and such other law or as reasonably requested information by the 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, (x) Borrower or the Administrative Agent to determine whether or not any payments made under any Loan Document are such Lender is subject to Tax Withholdings backup withholding or information reporting requirements, (y) to determine, if applicable, the required rate of Tax Withholdings, and (z) to establish such Recipient’s entitlement to any available exemption from, or reduction in the rate of, Tax Withholdings, in respect of any payments to be made to such Recipient by any Credit Party pursuant to any Loan Document or otherwise establish such Recipient’s status for withholding Tax purposes in an applicable jurisdiction. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation and information (other than such documentation set forth in Section 2.15(e)(ii)(A)(1)-(42.17(f)(ii)(A), Section 2.15(e)(ii)(B(ii)(B) and Section 2.15(e)(ii)(C(ii)(D) below) shall not be required if in the RecipientLender’s reasonable judgment such completion, execution or submission would subject such Recipient Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such RecipientLender.

Appears in 1 contract

Samples: Credit Agreement (Etsy Inc)

Status of Lenders. (i) Each Recipient 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 Documents shall deliver to the Borrower and to the Administrative Agent, whenever at the time or times prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent, such properly completed and duly executed documentation prescribed by applicable Requirements of Law and such other law or reasonably requested information by the 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, (x) Borrower or the Administrative Agent to determine whether or not any payments made under any Loan Document are such Lender is subject to Tax Withholdings backup withholding or information reporting requirements, (y) to determine, if applicable, the required rate of Tax Withholdings, and (z) to establish such Recipient’s entitlement to any available exemption from, or reduction in the rate of, Tax Withholdings, in respect of any payments to be made to such Recipient by any Credit Party pursuant to any Loan Document or otherwise establish such Recipient’s status for withholding Tax purposes in an applicable jurisdiction. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation and information (other than such documentation set forth in Section 2.15(e)(ii)(A)(1)-(4), 2.15(f)(ii)(A) or (B) or Section 2.15(e)(ii)(B) and Section 2.15(e)(ii)(C2.15(g) below) shall not be required if in the RecipientLender’s reasonable judgment such completion, execution or submission would subject such Recipient to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Recipient.(71)

Appears in 1 contract

Samples: Credit Agreement (Oaktree Specialty Lending Corp)

Status of Lenders. (i) Each Recipient Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and to the Administrative Agent, whenever at the time or times reasonably requested by the Borrower or the Administrative Agent and at the time or times prescribed by applicable law, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent or prescribed by applicable law 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 properly completed and duly executed other documentation prescribed by applicable Requirements of Law and such other law or reasonably requested information as will permit by the Borrower or the Administrative Agent, Agent as will enable the case may be, (x) Borrower or the Administrative Agent to determine whether or not any payments made under any Loan Document are such Lender is subject to Tax Withholdings backup withholding or information reporting requirements, (y) to determine, if applicable, the required rate of Tax Withholdings, and (z) to establish such Recipient’s entitlement to any available exemption from, or reduction in the rate of, Tax Withholdings, in respect of any payments to be made to such Recipient by any Credit Party pursuant to any Loan Document or otherwise establish such Recipient’s status for withholding Tax purposes in an applicable jurisdiction. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation and information (other than such documentation set forth in Section 2.15(e)(ii)(A)(1)-(4‎Section 3.03(g)(ii)(A), Section 2.15(e)(ii)(B‎(ii)(B) and Section 2.15(e)(ii)(C‎(ii)(D) below) shall not be required if in the RecipientLender’s reasonable judgment such completion, execution or submission would subject such Recipient Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such RecipientLender.

Appears in 1 contract

Samples: Credit Agreement (TopBuild Corp)

Status of Lenders. (i) Each Recipient 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, whenever at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and duly executed documentation prescribed by applicable Requirements of Law and such other reasonably requested information by the Borrower or the Administrative Agent as will permit [[NYCORP:3374084v15:3156W: 11/13/2012--12:30 p]] 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, (x) Borrower or the Administrative Agent to determine whether or not any payments made under any Loan Document are such Lender is subject to Tax Withholdings backup withholding or information reporting requirements, (y) to determine, if applicable, the required rate of Tax Withholdings, and (z) to establish such Recipient’s entitlement to any available exemption from, or reduction in the rate of, Tax Withholdings, in respect of any payments to be made to such Recipient by any Credit Party pursuant to any Loan Document or otherwise establish such Recipient’s status for withholding Tax purposes in an applicable jurisdiction. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation and information (other than such documentation set forth in Section 2.15(e)(ii)(A)(1)-(42.17(f)(ii)(A), Section 2.15(e)(ii)(B(ii)(B) and Section 2.15(e)(ii)(C(ii)(D) below) shall not be required if in the RecipientLender’s reasonable judgment such completion, execution or submission would subject such Recipient Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such RecipientLender.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Alon USA Energy, Inc.)

Status of Lenders. (i) Each Recipient Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and to the Administrative Agent, whenever at the time or times reasonably requested by the Borrower or the Administrative AgentAgent and at the time or times prescribed by applicable law, such properly completed and duly executed documentation prescribed by applicable Requirements of Law and such other reasonably requested information as will permit by the Borrower or the Administrative AgentAgent 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 or prescribed by applicable law, 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, (x) Borrower or the Administrative Agent to determine whether or not any payments made under any Loan Document are such Lender is subject to Tax Withholdings backup withholding or information reporting requirements, (y) to determine, if applicable, the required rate of Tax Withholdings, and (z) to establish such Recipient’s entitlement to any available exemption from, or reduction in the rate of, Tax Withholdings, in respect of any payments to be made to such Recipient by any Credit Party pursuant to any Loan Document or otherwise establish such Recipient’s status for withholding Tax purposes in an applicable jurisdiction. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation and information (other than such documentation set forth in Section 2.15(e)(ii)(A)(1)-(43.03(g)(ii)(A), Section 2.15(e)(ii)(B(ii)(B) and Section 2.15(e)(ii)(C(ii)(D) below) shall not be required if in the RecipientLender’s reasonable judgment such completion, execution or submission would subject such Recipient Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such RecipientLender.

Appears in 1 contract

Samples: Credit Agreement (Eastern Co)

Status of Lenders. (i) Each Recipient Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and to the Administrative Agent, whenever at the time or times reasonably requested by the Borrower or the Administrative Agent and at the time or times prescribed by applicable Law, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent or prescribed by applicable Law 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 properly completed and duly executed other documentation prescribed by applicable Requirements of Law and such other or reasonably requested information as will permit by the Borrower or the Administrative Agent, Agent as will enable the case may be, (x) Borrower or the Administrative Agent to determine whether or not any payments made under any Loan Document are such Lender is subject to Tax Withholdings backup withholding or information reporting requirements, (y) to determine, if applicable, the required rate of Tax Withholdings, and (z) to establish such Recipient’s entitlement to any available exemption from, or reduction in the rate of, Tax Withholdings, in respect of any payments to be made to such Recipient by any Credit Party pursuant to any Loan Document or otherwise establish such Recipient’s status for withholding Tax purposes in an applicable jurisdiction. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation and information (other than such documentation set forth in Section 2.15(e)(ii)(A)(1)-(45.9.7(ii)(A), Section 2.15(e)(ii)(B(ii)(B) and Section 2.15(e)(ii)(C(ii)(D) below) shall not be required if in the Recipient’s Lender's reasonable judgment such completion, execution or submission would subject such Recipient Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such RecipientLender.

Appears in 1 contract

Samples: Credit Agreement (Nacco Industries Inc)

Status of Lenders. (i) Each Recipient Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and to the Administrative Agent, whenever at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly THIRD AMENDED AND RESTATED CREDIT AND GUARANTEE AGREEMENT – Page 45 completed and duly executed documentation prescribed by applicable Requirements of Law and such other reasonably requested information by the 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, (x) Borrower or the Administrative Agent to determine whether or not any payments made under any Loan Document are such Lender is subject to Tax Withholdings backup withholding or information reporting requirements, (y) to determine, if applicable, the required rate of Tax Withholdings, and (z) to establish such Recipient’s entitlement to any available exemption from, or reduction in the rate of, Tax Withholdings, in respect of any payments to be made to such Recipient by any Credit Party pursuant to any Loan Document or otherwise establish such Recipient’s status for withholding Tax purposes in an applicable jurisdiction. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation and information (other than such documentation set forth in Section 2.15(e)(ii)(A)(1)-(42.16(f)(ii)(A), Section 2.15(e)(ii)(B(ii)(B) and Section 2.15(e)(ii)(C(ii)(D) below) shall not be required if in the Recipient’s Lender's reasonable judgment such completion, execution or submission would subject such Recipient Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such RecipientLender.

Appears in 1 contract

Samples: Credit and Guarantee Agreement (H&r Block Inc)

Status of Lenders. (i) Each Recipient Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the U.S. Borrower and to the Administrative Agent, whenever at the time or times reasonably requested by the U.S. Borrower or the Administrative Agent, such properly completed and duly executed documentation prescribed by applicable Requirements of Law and such other reasonably requested information by the U.S. 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 U.S. Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the U.S. Borrower or the Administrative Agent as will enable the case may be, (x) U.S. Borrower or the Administrative Agent to determine whether or not any payments made under any Loan Document are such Lender is subject to Tax Withholdings backup withholding or information reporting requirements, (y) to determine, if applicable, the required rate of Tax Withholdings, and (z) to establish such Recipient’s entitlement to any available exemption from, or reduction in the rate of, Tax Withholdings, in respect of any payments to be made to such Recipient by any Credit Party pursuant to any Loan Document or otherwise establish such Recipient’s status for withholding Tax purposes in an applicable jurisdiction. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation and information (other than such documentation set forth in Section 2.15(e)(ii)(A)(1)-(42.17(f)(ii)(A), Section 2.15(e)(ii)(B(ii)(B) and Section 2.15(e)(ii)(C(ii)(D) below) shall not be required if in the Recipient’s Lender's reasonable judgment such completion, execution or submission would subject such Recipient Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such RecipientLender.

Appears in 1 contract

Samples: Credit Agreement (Miller Herman Inc)

Status of Lenders. (i) Each Recipient Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and to the Administrative Agent, whenever at the time or times prescribed by Applicable Law or reasonably requested by the Borrower or the Administrative Agent, such properly completed and duly executed documentation prescribed by applicable Requirements of Law and such other reasonably requested information by the 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, (x) Borrower or the Administrative Agent to determine whether or not any payments made under any Loan Document are such Lender is subject to Tax Withholdings backup withholding or information reporting requirements, (y) to determine, if applicable, the required rate of Tax Withholdings, and (z) to establish such Recipient’s entitlement to any available exemption from, or reduction in the rate of, Tax Withholdings, in respect of any payments to be made to such Recipient by any Credit Party pursuant to any Loan Document or otherwise establish such Recipient’s status for withholding Tax purposes in an applicable jurisdiction. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation and information (other than such documentation set forth in Section 2.15(e)(ii)(A)(1)-(42.12(g)(ii)(A), Section 2.15(e)(ii)(B(ii)(B), (ii)(C) and Section 2.15(e)(ii)(C(ii)(D) below) shall not be required if in the RecipientLender’s reasonable judgment such completion, execution or submission would subject such Recipient Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such RecipientLender.

Appears in 1 contract

Samples: Credit Agreement (Lumos Networks Corp.)

Status of Lenders. (i) Each Recipient Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower Borrowers and to the Administrative Agent, whenever prior to the first payment received by such Lender pursuant to this Agreement or otherwise, at the time or times reasonably requested by the Borrower Borrowers or the Administrative Agent, such properly completed and duly executed documentation prescribed by applicable Requirements of Law and such other reasonably requested information by the Borrowers 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 Borrowers or the Administrative Agent, shall deliver such other information or documentation prescribed by applicable law or reasonably requested by the Borrowers or the Administrative Agent as will enable the case may be, (x) Borrowers or the Administrative Agent to determine whether or not any payments made under any Loan Document are such Lender is subject to Tax Withholdings backup withholding or information reporting requirements, (y) to determine, if applicable, the required rate of Tax Withholdings, and (z) to establish such Recipient’s entitlement to any available exemption from, or reduction in the rate of, Tax Withholdings, in respect of any payments to be made to such Recipient by any Credit Party pursuant to any Loan Document or otherwise establish such Recipient’s status for withholding Tax purposes in an applicable jurisdiction. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation and information (other than such documentation set forth in Section 2.15(e)(ii)(A)(1)-(42.17(f)(ii)(A), Section 2.15(e)(ii)(B(ii)(B) and Section 2.15(e)(ii)(C(ii)(D) below) shall not be required if in the Recipient’s Lender's reasonable judgment such completion, execution or submission would subject such Recipient Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such RecipientLender.

Appears in 1 contract

Samples: Credit Agreement (Kaman Corp)

Status of Lenders. (i) Each Recipient Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and to the Administrative Agent, whenever at the time or times required by applicable law or as reasonably requested by the Borrower or the Administrative Agent, such properly completed and duly executed documentation prescribed required by applicable Requirements of Law and such other law or as reasonably requested information by the 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 required by applicable law or as 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, (x) Borrower or the Administrative Agent to determine whether or not any payments made under any Loan Document are such Lender is subject to Tax Withholdings backup withholding or information reporting requirements, (y) to determine, if applicable, the required rate of Tax Withholdings, and (z) to establish such Recipient’s entitlement to any available exemption from, or reduction in the rate of, Tax Withholdings, in respect of any payments to be made to such Recipient by any Credit Party pursuant to any Loan Document or otherwise establish such Recipient’s status for withholding Tax purposes in an applicable jurisdiction. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation and information (other than such documentation set forth in Section 2.15(e)(ii)(A)(1)-(42.17(f)(ii)(A), Section 2.15(e)(ii)(B(ii)(B) and Section 2.15(e)(ii)(C(ii)(D) below) shall not be required if in the RecipientLender’s reasonable judgment such completion, execution or submission would subject such Recipient Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such RecipientLender.

Appears in 1 contract

Samples: Term Loan Credit Agreement (Brown & Brown, Inc.)

Status of Lenders. (i) Each Recipient Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower or Holdings, as applicable, and to the Administrative Agent, whenever Applicable Agent at the time or times reasonably requested by the Borrower Borrower, Holdings or the Administrative Applicable Agent, such properly completed and duly executed documentation reasonably requested by the Borrower, Holdings or the Applicable 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, Holdings or the Applicable Agent, shall deliver such other documentation prescribed by applicable Requirements of Law and such other or reasonably requested information by the Borrower, Holdings or the Applicable Agent as will permit enable the Borrower Borrower, Holdings or the Administrative Agent, as the case may be, (x) Applicable Agent to determine whether or not any payments made under any Loan Document are such Lender is subject to Tax Withholdings backup withholding or information reporting requirements, (y) to determine, if applicable, the required rate of Tax Withholdings, and (z) to establish such Recipient’s entitlement to any available exemption from, or reduction in the rate of, Tax Withholdings, in respect of any payments to be made to such Recipient by any Credit Party pursuant to any Loan Document or otherwise establish such Recipient’s status for withholding Tax purposes in an applicable jurisdiction. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation and information (other than such documentation set forth in Section 2.15(e)(ii)(A)(1)-(43.01(f)(ii)(A), Section 2.15(e)(ii)(B(ii)(B), (ii)(D) and Section 2.15(e)(ii)(C(ii)(E) below) shall not be required if in the RecipientLender’s reasonable judgment such completion, execution or submission would subject such Recipient Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such RecipientLender.

Appears in 1 contract

Samples: Credit Agreement (Paperweight Development Corp)

Status of Lenders. (i) Each Recipient Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower Borrowers and to the Administrative Agent, whenever prior to the first payment received by such Lender pursuant to this Agreement or otherwise, at the time or times reasonably requested by the Borrower Borrowers or the Administrative Agent, such properly completed and duly executed documentation prescribed by applicable Requirements of Law and such other reasonably requested information by the Borrowers 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 Borrowers or the Administrative Agent, shall deliver such other information or documentation prescribed by applicable law or reasonably requested by the Borrowers or the Administrative Agent as will enable the case may be, (x) Borrowers or the Administrative Agent to determine whether or not any payments made under any Loan Document are such Lender is subject to Tax Withholdings backup withholding or information reporting requirements, (y) to determine, if applicable, the required rate of Tax Withholdings, and (z) to establish such Recipient’s entitlement to any available exemption from, or reduction in the rate of, Tax Withholdings, in respect of any payments to be made to such Recipient by any Credit Party pursuant to any Loan Document or otherwise establish such Recipient’s status for withholding Tax purposes in an applicable jurisdiction. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation and information (other than such documentation set forth in Section 2.15(e)(ii)(A)(1)-(42.17(f)(ii)(A), Section 2.15(e)(ii)(B(ii)(B) and Section 2.15(e)(ii)(C(ii)(D) below) shall not be required if in the RecipientLender’s reasonable judgment such completion, execution or submission would subject such Recipient Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such RecipientLender.

Appears in 1 contract

Samples: Credit Agreement (KAMAN Corp)

Status of Lenders. (i) Each Recipient i)Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower Representative and to the Administrative Agent, whenever at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and duly executed documentation reasonably requested by the 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 Lender, if reasonably requested by the Borrower Representative or the Administrative Agent, shall deliver such other documentation prescribed by applicable Requirements of Law and such other or reasonably requested information as will permit by the Borrower Representative or the Administrative Agent, Agent as will enable the case may be, (x) Borrower Representative or the Administrative Agent to determine whether or not any payments made under any Loan Document are such Lender is subject to Tax Withholdings backup withholding or information reporting requirements, (y) to determine, if applicable, the required rate of Tax Withholdings, and (z) to establish such Recipient’s entitlement to any available exemption from, or reduction in the rate of, Tax Withholdings, in respect of any payments to be made to such Recipient by any Credit Party pursuant to any Loan Document or otherwise establish such Recipient’s status for withholding Tax purposes in an applicable jurisdiction. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation and information (other than such documentation set forth in Section 2.15(e)(ii)(A)(1)-(42.16(e)(ii)(A), Section 2.15(e)(ii)(B(ii)(B) and Section 2.15(e)(ii)(C(ii)(D) below) shall not be required if in the RecipientLender’s reasonable judgment such completion, execution or submission would subject such Recipient Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such RecipientLender.

Appears in 1 contract

Samples: Credit Agreement (Osmotica Pharmaceuticals PLC)

Status of Lenders. (i) Each Recipient Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and to the Administrative Agent, whenever at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and duly executed documentation prescribed by applicable Requirements of Law and such other reasonably requested information by the 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 LEGAL_US_E # 159035042.9 prescribed by applicable Requirements of Law or reasonably requested by the Borrower or the Administrative Agent as will enable the case may be, (x) Borrower or the Administrative Agent to determine whether or not any payments made under any Loan Document are such Lender is subject to Tax Withholdings backup withholding or information reporting requirements, (y) to determine, if applicable, the required rate of Tax Withholdings, and (z) to establish such Recipient’s entitlement to any available exemption from, or reduction in the rate of, Tax Withholdings, in respect of any payments to be made to such Recipient by any Credit Party pursuant to any Loan Document or otherwise establish such Recipient’s status for withholding Tax purposes in an applicable jurisdiction. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation and information (other than such documentation set forth in Section 2.15(e)(ii)(A)(1)-(4clauses (ii)(A), Section 2.15(e)(ii)(B(ii)(B) and Section 2.15(e)(ii)(C(ii)(D) below) ), shall not be required if in the RecipientLender’s reasonable judgment such completion, execution or submission would subject such Recipient Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such RecipientLender.

Appears in 1 contract

Samples: Credit Agreement (Victory Capital Holdings, Inc.)

Status of Lenders. (i) Each Recipient Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and to the Administrative Agent, whenever at the time or times prescribed by law and at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and duly executed documentation prescribed by applicable Requirements of Law and such other reasonably requested information by the 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, (x) Borrower or the Administrative Agent to determine whether or not any payments made under any Loan Document are such Lender is subject to Tax Withholdings backup withholding or information reporting requirements, (y) to determine, if applicable, the required rate of Tax Withholdings, and (z) to establish such Recipient’s entitlement to any available exemption from, or reduction in the rate of, Tax Withholdings, in respect of any payments to be made to such Recipient by any Credit Party pursuant to any Loan Document or otherwise establish such Recipient’s status for withholding Tax purposes in an applicable jurisdiction. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation and information (other than such documentation set forth in Section 2.15(e)(ii)(A)(1)-(45.11(g)(ii)(A), Section 2.15(e)(ii)(B(ii)(B), (ii)(C) and Section 2.15(e)(ii)(C(ii)(D) below) shall not be required if in the RecipientLender’s reasonable judgment such completion, execution or submission would subject such Recipient Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such RecipientLender.

Appears in 1 contract

Samples: Term Loan Agreement (FTS International, Inc.)

Status of Lenders. (i) Each Recipient Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments -48- 4882-5123-79004861-6868-3896 v.123 made under any Loan Document shall deliver to the Borrower and to the Administrative Agent, whenever at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and duly executed documentation prescribed by applicable Requirements of Law and such other reasonably requested information by the 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 Law as reasonably requested by the case may be, (x) Borrower as will enable the Borrower or the Administrative Agent to determine whether or not any payments made under any Loan Document are such Lender is subject to Tax Withholdings backup withholding or information reporting requirements, (y) to determine, if applicable, the required rate of Tax Withholdings, and (z) to establish such Recipient’s entitlement to any available exemption from, or reduction in the rate of, Tax Withholdings, in respect of any payments to be made to such Recipient by any Credit Party pursuant to any Loan Document or otherwise establish such Recipient’s status for withholding Tax purposes in an applicable jurisdiction. Notwithstanding anything to the contrary in the preceding sentencetwo (2) sentences, the completion, execution and submission of such documentation and information (other than such documentation set forth in Section 2.15(e)(ii)(A)(1)-(45.03(f)(ii)(A), Section 2.15(e)(ii)(B(ii)(B) and Section 2.15(e)(ii)(C) below(ii)(D)) shall not be required if in the Recipientsuch Lender’s reasonable judgment such completion, execution or submission would subject such Recipient Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such RecipientLender.

Appears in 1 contract

Samples: Credit Agreement (Impel Pharmaceuticals Inc)

Status of Lenders. (i) Each Recipient 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 applicable Borrower and to the US Administrative Agent, whenever at the time or times reasonably requested by the applicable Borrower or the US Administrative Agent, such properly completed and duly executed documentation reasonably requested by the applicable Borrower or the US 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 applicable Borrower or the US Administrative Agent, shall deliver such other documentation prescribed by applicable Requirements of Law and such other Legal Requirement or reasonably requested information as will permit by the applicable Borrower or the US Administrative Agent, Agent as will enable the case may be, (x) applicable Borrower or the US Administrative Agent to determine whether or not any payments made under any Loan Document are such Lender is subject to Tax Withholdings backup withholding or information reporting requirements, (y) to determine, if applicable, the required rate of Tax Withholdings, and (z) to establish such Recipient’s entitlement to any available exemption from, or reduction in the rate of, Tax Withholdings, in respect of any payments to be made to such Recipient by any Credit Party pursuant to any Loan Document or otherwise establish such Recipient’s status for withholding Tax purposes in an applicable jurisdiction. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation and information (other than such the documentation set forth in Section 2.15(e)(ii)(A)(1)-(42.13(g)(ii)(A), Section 2.15(e)(ii)(B(g)(ii)(B) and Section 2.15(e)(ii)(C(g)(ii)(D) below) shall not be required if if, in the RecipientLender’s reasonable judgment judgment, such completion, execution or submission would subject such Recipient Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such RecipientLender.

Appears in 1 contract

Samples: Credit Agreement (NCS Multistage Holdings, Inc.)

Status of Lenders. (i) Each Recipient Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower Borrowers and to the Administrative Agent, whenever at the time or times reasonably requested in writing by the Borrower Borrowers or the Administrative Agent, such properly completed and duly executed documentation prescribed by applicable Requirements of Law and such other reasonably requested information in writing by the Borrowers 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 in writing by the Borrower Borrowers or the Administrative Agent, shall deliver such other documentation prescribed by Applicable Law or reasonably requested in writing by the Borrowers or the Administrative Agent as will enable the case may be, (x) Borrowers or the Administrative Agent to determine whether or not any payments made under any Loan Document are such Lender is subject to Tax Withholdings backup withholding or information reporting requirements, (y) to determine, if applicable, the required rate of Tax Withholdings, and (z) to establish such Recipient’s entitlement to any available exemption from, or reduction in the rate of, Tax Withholdings, in respect of any payments to be made to such Recipient by any Credit Party pursuant to any Loan Document or otherwise establish such Recipient’s status for withholding Tax purposes in an applicable jurisdiction. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation and information (other than such documentation set forth in Section 2.15(e)(ii)(A)(1)-(4Sections 4.1(f)(ii)(A), Section 2.15(e)(ii)(B4.1(f)(ii)(B) and Section 2.15(e)(ii)(C4.1(f)(ii)(D) below) shall not be required if in the RecipientLender’s reasonable judgment such completion, execution or submission would subject such Recipient Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such RecipientLender.

Appears in 1 contract

Samples: Revolving Credit Agreement (AG Twin Brook BDC, Inc.)

Status of Lenders. (i) Each Recipient Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Transaction Document shall deliver to the Borrower Borrower, the Agent and to the Administrative Collateral Agent, whenever at the time or times reasonably requested by the Borrower, the Agent or the Collateral Agent, such properly completed and executed documentation reasonably requested by the Borrower, the Agent or the Collateral 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, the Agent or the Collateral Agent, shall deliver such other documentation prescribed by Applicable Law or reasonably requested by the Borrower or the Administrative Agent, such properly completed and duly executed documentation prescribed by applicable Requirements of Law and such other reasonably requested information Agent as will permit enable the Borrower Borrower, the Agent or the Administrative Agent, as the case may be, (x) Collateral Agent to determine whether or not any payments made under any Loan Document are such Lender is subject to Tax Withholdings backup withholding or information reporting requirements, (y) to determine, if applicable, the required rate of Tax Withholdings, and (z) to establish such Recipient’s entitlement to any available exemption from, or reduction in the rate of, Tax Withholdings, in respect of any payments to be made to such Recipient by any Credit Party pursuant to any Loan Document or otherwise establish such Recipient’s status for withholding Tax purposes in an applicable jurisdiction. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation and information (other than such documentation set forth in Section 2.15(e)(ii)(A)(1)-(44.3(f)(ii)(A), Section 2.15(e)(ii)(B4.3(f)(ii)(B) and Section 2.15(e)(ii)(C4.3(f)(ii)(D) below) shall not be required if in the RecipientLender’s reasonable judgment such completion, execution or submission would subject such Recipient Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such RecipientLender.

Appears in 1 contract

Samples: Loan and Servicing Agreement (Ares Strategic Income Fund)

Status of Lenders. (i) Each Recipient 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 or any other Loan Document shall deliver to the Borrower and to the Administrative Agent, whenever at the time or times reasonably requested by Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the 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 reasonably requested by the Borrower or the Administrative Agent, shall deliver such properly completed and duly executed other documentation prescribed by applicable Requirements of Law and such other law or reasonably requested information as will permit by the Borrower or the Administrative Agent, Agent as will enable the case may be, (x) Borrower or the Administrative Agent to determine whether or not any payments made under any Loan Document are such Lender is subject to Tax Withholdings backup withholding or information reporting requirements, (y) to determine, if applicable, the required rate of Tax Withholdings, and (z) to establish such Recipient’s entitlement to any available exemption from, or reduction in the rate of, Tax Withholdings, in respect of any payments to be made to such Recipient by any Credit Party pursuant to any Loan Document or otherwise establish such Recipient’s status for withholding Tax purposes in an applicable jurisdiction. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution execution, and submission of such documentation and information (other than such documentation set forth in Section 2.15(e)(ii)(A)(1)-(45.03(g)(ii)(A), Section 2.15(e)(ii)(B) and Section 2.15(e)(ii)(C(ii)(B), or (ii)(D) below) shall not be required if in the RecipientLender’s reasonable judgment such completion, execution or submission would subject such Recipient Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such RecipientLender. For purposes of this Section 5.03(g), the term “Lender” or “Foreign Lender,” as the case may be, shall include the Administrative Agent.

Appears in 1 contract

Samples: Assignment and Assumption (Ultra Petroleum Corp)

Status of Lenders. (i1) Each Recipient Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments hereunder or under any other Loan Document shall deliver to the Borrower and Representative (with a copy to the Administrative Agent), whenever at the time or times prescribed by applicable law or reasonably requested by the Borrower Representative or the Administrative Agent, such properly completed and duly executed documentation reasonably requested by the 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 Lender, if reasonably requested by the Borrower Representative or the Administrative Agent, shall deliver such other documentation prescribed by applicable Requirements of Law and such other law or reasonably requested information as will permit by the Borrower or the Administrative Agent, Agent as will enable the case may be, (x) Borrowers or the Administrative Agent to determine whether or not any payments made under any Loan Document are such Lender is subject to Tax Withholdings backup withholding or information reporting requirements, (y) to determine, if applicable, the required rate of Tax Withholdings, and (z) to establish such Recipient’s entitlement to any available exemption from, or reduction in the rate of, Tax Withholdings, in respect of any payments to be made to such Recipient by any Credit Party pursuant to any Loan Document or otherwise establish such Recipient’s status for withholding Tax purposes in an applicable jurisdiction. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation and information (other than such documentation set forth in Section 2.15(e)(ii)(A)(1)-(4Sections 2.13(g)(ii)(A), Section 2.15(e)(ii)(B(ii)(B) and Section 2.15(e)(ii)(C(ii)(D) below) shall not be required if in the RecipientLender’s reasonable judgment such completion, execution or submission would subject such Recipient Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such RecipientLender.

Appears in 1 contract

Samples: Credit Agreement (CorEnergy Infrastructure Trust, Inc.)

Status of Lenders. (i) Each Recipient shall deliver Any Lender that is entitled to the Borrower and an exemption from or reduction of withholding Tax with respect to the Administrative Agent, whenever reasonably requested by the Borrower or the Administrative Agent, such properly completed and duly executed documentation prescribed by applicable Requirements of Law and such other reasonably requested information as will permit the Borrower or the Administrative Agent, as the case may be, (x) to determine whether or not any payments made under any Loan Document are shall deliver to the Borrower Representative and the Administrative Agent, at the time or times reasonably requested by the Borrower Representative or the Administrative Agent and at the time or times prescribed by applicable law, such properly completed and executed documentation reasonably requested by the Borrower Representative or the Administrative Agent or prescribed by applicable law 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 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 the Borrower Representative or the Administrative Agent to determine whether or not such Lender is subject to Tax Withholdings backup withholding or information reporting requirements, (y) to determine, if applicable, the required rate of Tax Withholdings, and (z) to establish such Recipient’s entitlement to any available exemption from, or reduction in the rate of, Tax Withholdings, in respect of any payments to be made to such Recipient by any Credit Party pursuant to any Loan Document or otherwise establish such Recipient’s status for withholding Tax purposes in an applicable jurisdiction. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation and information (other than such documentation set forth in Section 2.15(e)(ii)(A)(1)-(42.17(f)(ii)(A), Section 2.15(e)(ii)(B(ii)(B) and Section 2.15(e)(ii)(C(ii)(D) below) shall not be required if in the RecipientLender’s reasonable judgment such completion, execution or submission would subject such Recipient Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such RecipientLender.

Appears in 1 contract

Samples: Credit Agreement (Cooper Tire & Rubber Co)

Status of Lenders. (i) Each Recipient Any Lender (including, for the purposes of this Section 5.03(e), the Administrative Agent) 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), whenever at the time or times reasonably requested by the Borrower, 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 reasonably requested by a Borrower or the Administrative Agent, shall deliver such properly completed and duly executed other documentation prescribed by applicable Requirements of Law and such other law or reasonably requested information as will permit the by such Borrower or the Administrative Agent, Agent as will enable such Borrower or the case may be, (x) Administrative Agent to determine whether or not any payments made under any Loan Document are such Lender is subject to Tax Withholdings backup withholding or information reporting requirements, (y) to determine, if applicable, the required rate of Tax Withholdings, and (z) to establish such Recipient’s entitlement to any available exemption from, or reduction in the rate of, Tax Withholdings, in respect of any payments to be made to such Recipient by any Credit Party pursuant to any Loan Document or otherwise establish such Recipient’s status for withholding Tax purposes in an applicable jurisdiction. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation and information (other than such documentation set forth in Section 2.15(e)(ii)(A)(1)-(45.03(e)(i)(A), Section 2.15(e)(ii)(B(i)(B) and Section 2.15(e)(ii)(C(i)(D) below) shall not be required if in the RecipientLender’s reasonable judgment such completion, execution or submission would subject such Recipient Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such RecipientLender.

Appears in 1 contract

Samples: Possession Credit Agreement (Halcon Resources Corp)

Status of Lenders. (i) Each Recipient shall deliver Any Lender that is entitled to the Borrower and an exemption from, or reduction of withholding Tax with respect to the Administrative Agent, whenever reasonably requested by the Borrower or the Administrative Agent, such properly completed and duly executed documentation prescribed by applicable Requirements of Law and such other reasonably requested information as will permit the Borrower or the Administrative Agent, as the case may be, (x) to determine whether or not any payments made under any Loan Document are shall deliver to Borrower at the time or times reasonably requested by Borrower such properly completed and executed documentation reasonably requested by Borrower as will permit such payments to be made without withholding or at a reduced rate of withholding; provided that, other than in the case of U.S. Federal withholding Taxes, such Lender has received written notice from Borrower advising it of the availability of such exemption or reduction and containing all applicable documentation. In addition, any Lender, if reasonably requested by Borrower, shall deliver such other documentation prescribed by applicable Law or as reasonably requested by Borrower as will enable Borrower to determine whether or not such Lender is subject to Tax Withholdings backup withholding or information reporting requirements, (y) to determine, if applicable, the required rate of Tax Withholdings, and (z) to establish such Recipient’s entitlement to any available exemption from, or reduction in the rate of, Tax Withholdings, in respect of any payments to be made to such Recipient by any Credit Party pursuant to any Loan Document or otherwise establish such Recipient’s status for withholding Tax purposes in an applicable jurisdiction. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation and information (other than such documentation set forth in Section 2.15(e)(ii)(A)(1)-(45.03(e)(ii)(A), Section 2.15(e)(ii)(B(B) and Section 2.15(e)(ii)(C) belowor (D)) shall not be required if in the RecipientLender’s reasonable judgment such completion, execution or submission would subject such Recipient Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such RecipientLender.

Appears in 1 contract

Samples: Credit Agreement (Molecular Templates, Inc.)

Status of Lenders. (i) Each Recipient Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and to the Administrative AgentAgent (provided that the Administrative Agent shall be under no obligation to so request), whenever at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and duly executed documentation prescribed by applicable Requirements of Law and such other reasonably requested information by the 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, (x) Borrower or the Administrative Agent to determine whether or not any payments made under any Loan Document are such Lender is subject to Tax Withholdings backup withholding or information reporting requirements, (y) to determine, if applicable, the required rate of Tax Withholdings, and (z) to establish such Recipient’s entitlement to any available exemption from, or reduction in the rate of, Tax Withholdings, in respect of any payments to be made to such Recipient by any Credit Party pursuant to any Loan Document or otherwise establish such Recipient’s status for withholding Tax purposes in an applicable jurisdiction. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation and information (other than such documentation set forth in Section 2.15(e)(ii)(A)(1)-(4Sections 2.14(f)(ii)(A), Section 2.15(e)(ii)(B(ii)(B) and Section 2.15(e)(ii)(C(ii)(D) below) shall not be required if in the RecipientLender’s reasonable judgment such completion, execution or submission would subject such Recipient Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such RecipientLender.

Appears in 1 contract

Samples: Credit Agreement (Ralcorp Holdings Inc /Mo)

Status of Lenders. (i) Each Recipient Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower Company and to the Administrative Agent, whenever at the time or times prescribed by applicable Laws or when reasonably requested by the Borrower Company or the Administrative Agent, such properly completed and duly executed documentation prescribed by applicable Requirements Laws or by the taxing authorities of Law any jurisdiction and such other documentation reasonably requested information by the Company 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 Company or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Company or the Administrative Agent as will enable the case may be, (x) Company or the Administrative Agent to determine whether or not any payments made under any Loan Document are such Lender is subject to Tax Withholdings backup withholding or information reporting requirements, (y) to determine, if applicable, the required rate of Tax Withholdings, and (z) to establish such Recipient’s entitlement to any available exemption from, or reduction in the rate of, Tax Withholdings, in respect of any payments to be made to such Recipient by any Credit Party pursuant to any Loan Document or otherwise establish such Recipient’s status for withholding Tax purposes in an applicable jurisdiction. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation and information (other than such documentation set forth in Section 2.15(e)(ii)(A)(1)-(42.17(f)(ii)(A), Section 2.15(e)(ii)(B(ii)(B) and Section 2.15(e)(ii)(C(ii)(D) below) shall not be required if in the RecipientLender’s reasonable judgment such completion, execution or submission would subject such Recipient Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such RecipientLender.

Appears in 1 contract

Samples: Credit Agreement (Dice Holdings, Inc.)

Status of Lenders. (i) Each Recipient If a Lender is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Credit Document, such Lender shall deliver to the Borrower BorrowerBorrowers and to the Administrative Agent, whenever at the time or times reasonably requested by the Borrower BorrowerBorrowers or the Administrative Agent, such properly completed and duly executed documentation prescribed by applicable Requirements of Law and such other reasonably requested information by the BorrowerBorrowers or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, a Lender, if requested by the Borrower BorrowerBorrowers or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the BorrowerBorrowers or the Administrative Agent as will enable the case may be, (x) BorrowerBorrowers or the Administrative Agent to determine whether or not any payments made under any Loan Document are such Lender is subject to Tax Withholdings backup withholding or information reporting requirements, (y) to determine, if applicable, the required rate of Tax Withholdings, and (z) to establish such Recipient’s entitlement to any available exemption from, or reduction in the rate of, Tax Withholdings, in respect of any payments to be made to such Recipient by any Credit Party pursuant to any Loan Document or otherwise establish such Recipient’s status for withholding Tax purposes in an applicable jurisdiction. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation and information (other than such documentation set forth in Section 2.15(e)(ii)(A)(1)-(4Sections 2.14(e)(ii)(A), Section 2.15(e)(ii)(B2.14(e)(ii)(B)(I) through (V) and Section 2.15(e)(ii)(C2.14(e)(ii)(C) below) shall not be required if in the RecipientLender’s reasonable judgment such completion, execution or submission would subject such Recipient Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such RecipientLender.

Appears in 1 contract

Samples: Revolving Credit Agreement (OppFi Inc.)

Status of Lenders. (i) Each Recipient 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 to the Administrative Agent, whenever at the time or times reasonably requested by the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and duly executed documentation prescribed by applicable Requirements of Law and such other reasonably requested information by the 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, (x) Borrower or Administrative Agent to determine whether or not any payments made under any Loan Document are such Lender is subject to Tax Withholdings backup withholding or information reporting requirements, (y) to determine, if applicable, the required rate of Tax Withholdings, and (z) to establish such Recipient’s entitlement to any available exemption from, or reduction in the rate of, Tax Withholdings, in respect of any payments to be made to such Recipient by any Credit Party pursuant to any Loan Document or otherwise establish such Recipient’s status for withholding Tax purposes in an applicable jurisdiction. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation and information (other than such the documentation set forth in Section 2.15(e)(ii)(A)(1)-(4Sections 5.03(f)(ii)(A), Section 2.15(e)(ii)(B) (ii)(B), and Section 2.15(e)(ii)(C(ii)(D) below) shall not be required if in the RecipientLender’s reasonable judgment such completion, execution or submission would subject such Recipient Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such RecipientLender.

Appears in 1 contract

Samples: Patent Security Agreement (Soundhound Ai, Inc.)

Status of Lenders. (i) Each Recipient Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the applicable Borrower and to the Administrative Agent, whenever at the time or times prescribed by applicable law or reasonably requested by the Borrower Borrowers or the Administrative Agent, such properly completed and duly executed documentation prescribed by applicable Requirements of Law and such other law or reasonably requested information by the Borrowers 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 Borrowers or the Administrative Agent, shall deliver such other documentation prescribed by applicable requirement of law or reasonably requested by the Borrowers or the Administrative Agent as will enable the case may be, (x) Borrowers or the Administrative Agent to determine whether or not any payments made under any Loan Document are such Lender is subject to Tax Withholdings backup withholding or information reporting requirements, (y) to determine, if applicable, the required rate of Tax Withholdings, and (z) to establish such Recipient’s entitlement to any available exemption from, or reduction in the rate of, Tax Withholdings, in respect of any payments to be made to such Recipient by any Credit Party pursuant to any Loan Document or otherwise establish such Recipient’s status for withholding Tax purposes in an applicable jurisdiction. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation and information (other than such documentation either set forth in Section 2.15(e)(ii)(A)(1)-(42.17(f)(ii)(A), Section 2.15(e)(ii)(B(ii)(B) and Section 2.15(e)(ii)(C(ii)(D) below) shall not be required if in the RecipientLender’s reasonable judgment such completion, execution or submission would subject such Recipient Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such RecipientLender.

Appears in 1 contract

Samples: Credit Agreement (Williams Partners L.P.)

Status of Lenders. (i) Each Recipient Any Lender (which solely for purposes of this Section 3.01(f) shall include the Administrative Agent) that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and to the Administrative Agent, whenever at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and duly executed documentation prescribed by applicable Requirements of Law and such other reasonably requested information by the 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 Law or reasonably requested by the Borrower or the Administrative Agent as will enable the case may be, (x) Borrower or the Administrative Agent to determine whether or not any payments made under any Loan Document are such Lender is subject to Tax Withholdings backup withholding or information reporting requirements, (y) to determine, if applicable, the required rate of Tax Withholdings, and (z) to establish such Recipient’s entitlement to any available exemption from, or reduction in the rate of, Tax Withholdings, in respect of any payments to be made to such Recipient by any Credit Party pursuant to any Loan Document or otherwise establish such Recipient’s status for withholding Tax purposes in an applicable jurisdiction. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation and information (other than such documentation set forth in Section 2.15(e)(ii)(A)(1)-(4Sections 3.01(f)(ii)(A), Section 2.15(e)(ii)(B(J) and Section 2.15(e)(ii)(C(D) below) shall not be required if in the RecipientLender’s reasonable judgment such completion, execution or submission would subject such Recipient Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such RecipientLender.

Appears in 1 contract

Samples: Credit Agreement (Noble Midstream Partners LP)

Status of Lenders. (i) Each Recipient Any Lender (which for purposes of this paragraph (f) shall include any Administrative Agent) that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and to the Administrative Agent, whenever at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and duly executed documentation prescribed by applicable Requirements of Law and such other reasonably requested information by the 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, (x) Borrower or the Administrative Agent to determine whether or not any payments made under any Loan Document are such Lender is subject to Tax Withholdings backup withholding or information reporting requirements, (y) to determine, if applicable, the required rate of Tax Withholdings, and (z) to establish such Recipient’s entitlement to any available exemption from, or reduction in the rate of, Tax Withholdings, in respect of any payments to be made to such Recipient by any Credit Party pursuant to any Loan Document or otherwise establish such Recipient’s status for withholding Tax purposes in an applicable jurisdiction. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation and information (other than such documentation set forth in Section 2.15(e)(ii)(A)(1)-(42.17(f)(ii)(A), Section 2.15(e)(ii)(B(ii)(B) and Section 2.15(e)(ii)(C(ii)(D) below) shall not be required if in the RecipientLender’s reasonable judgment such completion, execution or submission would subject such Recipient Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such RecipientLender.

Appears in 1 contract

Samples: Assignment and Assumption (Hines Real Estate Investment Trust Inc)

Status of Lenders. (i) Each Recipient Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Transaction Document shall deliver to the Borrower Borrower, the Collateral Agent and to the Administrative Deal Agent, whenever at the time or times reasonably requested by the Borrower or the Administrative AgentBorrower, such properly completed and duly executed documentation reasonably requested by the Borrower, the Collateral Agent or the Deal 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, the Collateral Agent or the Deal Agent, shall deliver such other documentation prescribed by applicable Requirements of Law and such other law or reasonably requested information by the Borrower, the Collateral Agent or the Deal Agent as will permit enable the Borrower Borrower, the Collateral Agent or the Administrative Agent, as the case may be, (x) Deal Agent to determine whether or not any payments made under any Loan Document are such Lender is subject to Tax Withholdings backup withholding or information reporting requirements, (y) to determine, if applicable, the required rate of Tax Withholdings, and (z) to establish such Recipient’s entitlement to any available exemption from, or reduction in the rate of, Tax Withholdings, in respect of any payments to be made to such Recipient by any Credit Party pursuant to any Loan Document or otherwise establish such Recipient’s status for withholding Tax purposes in an applicable jurisdiction. Notwithstanding anything to the contrary in the preceding sentencetwo sentences, the completion, execution and submission of such documentation and information (other than such documentation set forth in Section 2.15(e)(ii)(A)(1)-(42.14(g)(ii)(A), Section 2.15(e)(ii)(B(ii)(B) and Section 2.15(e)(ii)(C(ii)(D) below) shall not be required if in the Recipientsuch Lender’s reasonable judgment such completion, execution or submission would subject such Recipient Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such RecipientLender.

Appears in 1 contract

Samples: Loan and Security Agreement (Credit Acceptance Corp)

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