Tax Documentation. 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 (with a copy to the Administrative Agent), at the time or times reasonably requested by the 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. Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in the immediately succeeding sentence below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. Without limiting the generality of the foregoing, if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 5.03(e), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.
Appears in 2 contracts
Sources: Credit Agreement (Gran Tierra Energy Inc.), Credit Agreement (Gran Tierra Energy Inc.)
Tax Documentation. (i) Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement or any other Loan Document shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law or reasonably requested by the Borrower or the Administrative AgentBorrower, such properly completed and executed documentation reasonably requested prescribed by the Borrower or the Administrative Agent applicable law as will permit such payments to be made without withholding or at a reduced rate. Each Lender agrees that In addition, any Lender, if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify requested by the Borrower and or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent in writing of its legal inability as will enable the Borrower or the Administrative Agent to do sodetermine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in the immediately succeeding sentence Section 2.16(f)(ii) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. .
(ii) Without limiting the generality of the foregoing, if :
(A) any Lender that is a payment made U.S. Person shall deliver to the Borrower and the Administrative Agent (and such additional copies as shall be reasonably requested by the recipient) on or prior to the date on which such ▇▇▇▇▇▇ becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), duly completed and executed copies of Internal Revenue Service Form W-9 or any Loan Document would be subject to successor form certifying that such Lender is exempt from U.S. federal backup withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA tax; and
(including those contained in Section 1471(bB) or 1472(b) of the Code, as applicable), such each Foreign Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at (in such time or times reasonably number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent Agent, but only if such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) Foreign Lender is legally entitled to do so), whichever of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 5.03(e), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.following is applicable:
Appears in 2 contracts
Sources: Senior Secured Revolving Credit Agreement (Sixth Street Specialty Lending, Inc.), Senior Secured Revolving Credit Agreement (Sixth Street Lending Partners)
Tax Documentation. (i) Any Lender that is entitled to an exemption from or reduction of withholding tax Tax with respect to payments made under this Agreement or any other and the related Loan Document Documents, shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law or reasonably requested by the Borrower or the Administrative AgentBorrower, such properly completed and executed documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced raterate of withholding. Each Lender agrees that In addition, any Lender, if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify requested by the Borrower and or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent in writing of its legal inability as will enable the Borrower or the Administrative Agent to do sodetermine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in the immediately succeeding sentence Sections 2.16(f)(ii), 2.16(f)(iii) and 2.16(g) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. .
(ii) Without limiting the generality of the foregoing, if :
(A) any Lender that is a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender United States Person shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law (and at such time or times additional copies as shall be reasonably requested by the recipient) on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent Agent), duly completed and executed copies of Internal Revenue Service Form W-9 or any successor form certifying that such documentation prescribed by applicable law ▇▇▇▇▇▇ is exempt from U.S. federal backup withholding tax; and
(including as prescribed by Section 1471(b)(3)(C)(iB) of each Foreign Lender shall, to the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or about the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to comply with their obligations under FATCA and time thereafter upon the reasonable request of the Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 5.03(edo so), “FATCA” shall include any amendments made to FATCA after whichever of the date of this Agreement.following is applicable:
Appears in 2 contracts
Sources: Senior Secured Credit Agreement (AGL Private Credit Income Fund), Senior Secured Credit Agreement (AB Private Lending Fund)
Tax Documentation. Each Lender (and each participant of a Lender) shall deliver to the Borrower and to the Agent, at the time or times prescribed by applicable law or when reasonably requested by the Borrower or the Agent, such properly completed and executed documentation prescribed by applicable law or by the taxing authorities of any jurisdiction and such other reasonably requested information as will permit the Borrower or the Agent, as the case may be, to determine (A) whether or not payments made under this Agreement or under any other Credit Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction and (C) the entitlement of such Lender (or participant of a Lender) to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender (or participant of a Lender) by the Borrower pursuant to this Agreement or otherwise to establish the status of such Lender (or participant of a Lender) for withholding Tax purposes in the applicable jurisdiction. Without limiting the generality of the foregoing:
(i) Any Lender (or participant of a Lender) that is not a Foreign Lender shall deliver to the Borrower and the Agent executed originals of IRS Form W-9 or such other documentation or information prescribed by applicable law or reasonably requested by the Borrower or the Agent as will enable the Borrower or the Agent, as the case may be, to determine whether or not such Lender (or participant of a Lender) is subject to backup withholding or information reporting requirements.
(ii) Each Foreign Lender that is entitled under the Code or any applicable treaty to an exemption from from, or reduction of in, U.S. withholding tax Tax with respect to payments under this Agreement or under any other Loan Credit Document shall deliver to the Borrower and the Agent (with a copy in such number of copies as shall be requested by the recipient) on or prior to the Administrative Agent), at date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the time or times reasonably requested by request of the Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), properly completed and executed documentation reasonably requested by IRS Forms W-8BEN, W-8ECI, or W-8IMY (including all required attachments) certifying as to the Borrower Foreign Lender’s entitlement to an exemption from, or reduction in, U.S. withholding Tax with respect to payments under this Agreement or under any other Credit Document.
(iii) Any Foreign Lender claiming the Administrative Agent as will permit such payments benefits of the exemption for portfolio interest under Section 871(h) or Section 881(c) of the Code shall deliver to be made without withholding or at a reduced rate. Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability not only properly completed and executed IRS Forms W-8BEN pursuant to do so. Notwithstanding anything Section 4.4(f)(ii), but shall at the same time also deliver to the contrary Borrower and the Agent a certificate to the effect that such Foreign Lender (and, in the preceding two sentencesevent that the Foreign Lender is an entity classified for U.S. federal income tax purposes as a Disregarded Entity or as a partnership, the completion, execution and submission each member of such documentation entity) is neither (other than such documentation set forth in A) a “bank” within the immediately succeeding sentence belowmeaning of Section 881(c)(3)(A) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. Without limiting the generality of the foregoingCode, if (B) a “10 percent shareholder” of the Borrower within the meaning of section 881(c)(3)(B) of the Code, nor (C) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code.
(iv) If a payment made to a Lender under any Loan Credit Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 5.03(eclause (iv), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.
(v) Each Lender (and each participant of a Lender) shall promptly (A) notify the Borrower and the Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (B) take such steps as shall not be disadvantageous to it, in the reasonable judgment of such Lender (or participant of a Lender), and as may be reasonably necessary (including the re-designation of its lending office) to avoid any requirement of applicable law of any jurisdiction that the Borrower or the Agent make any withholding or deduction for Taxes from amounts payable to such Lender (or participant of a Lender).
Appears in 2 contracts
Sources: Credit Agreement (Integrys Energy Group, Inc.), Credit Agreement (Integrys Energy Group, Inc.)
Tax Documentation. Any (i) If the Administrative Agent or any Lender that is entitled to an exemption from or reduction of withholding tax Tax with respect to payments made under this Agreement any Credit Document, the Administrative Agent or any other Loan Document such Lender shall deliver deliver, to the extent it is legally entitled to do so, to the Borrower (with a copy to Representative and the Administrative Agent), at the time or times reasonably requested in writing by the Borrower Representative or the Administrative Agent, such properly completed and executed documentation that is required by applicable law or the administrative practice of any Governmental Authority and that is reasonably requested in writing by the Borrower Representative or the Administrative Agent as will permit such payments to be made without withholding or at a reduced raterate of withholding. Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respectIn addition, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent or any Lender, if reasonably requested in writing of its legal inability by the Borrower Representative or the Administrative Agent, shall, to the extent it is legally entitled to do so. Notwithstanding anything , deliver such other documentation prescribed by applicable law and reasonably requested in writing by the Borrower Representative or the Administrative Agent as will enable the Borrower Representative or the Administrative Agent to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in the immediately succeeding sentence below) shall determine whether or not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender is subject to any material unreimbursed cost backup withholding or expense or would materially prejudice the legal or commercial position of such Lender. information reporting requirements.
(ii) Without limiting the generality of the foregoing,
(A) the Administrative Agent shall, if a payment made to a Lender the extent legally entitled to do so, deliver to the Borrower Representative on or prior to the date on which it becomes the Administrative Agent under any Loan Document would be subject this Agreement (and from time to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with time thereafter upon the reasonable request of the Borrower Representative), executed originals of the applicable reporting requirements of FATCA IRS Form W-8/W-9;
(including those contained in Section 1471(bB) or 1472(b) of the Code, as applicable), such any Lender that is a U.S. Person shall deliver to the Borrower Representative and the Administrative Agent at on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower Representative or times prescribed by law the Administrative Agent), executed originals of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;
(C) any Lender that is not a U.S. Person shall, to the extent it is legally entitled to do so, deliver to the Borrower Representative and at the Administrative Agent (in such time or times reasonably number of copies as shall be requested by the recipient) on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower Representative or the Administrative Agent), whichever of the following is applicable:
(1) in the case of a Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Credit Document, executed originals of IRS Form W-8BEN or W-8BEN-E (as appropriate) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Credit Document, IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;
(2) executed originals of IRS Form W-8ECI;
(3) in the case of a Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Internal Revenue Code, (x) a certificate substantially in the form of Exhibit F-1 to the effect that such Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, a “10 percent shareholder” of any Borrower within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Internal Revenue Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN or W-8BEN-E (as appropriate); or
(4) to the extent a Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or W-8BEN-E (as appropriate), a U.S. Tax Compliance Certificate substantially in the form of Exhibit F-2 or Exhibit F-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Lender is a partnership and one or more direct or indirect partners of such Lender are claiming the portfolio interest exemption, such Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit F-4 on behalf of each such direct and indirect partner; and
(D) the Administrative Agent and any Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower Representative and the Administrative Agent (in such documentation number of copies as shall be requested by the recipient) on or prior to the date on which the Administrative Agent or such Lender becomes the Administrative Agent or a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower Representative or the Administrative Agent), executed originals of any other form prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such additional supplementary documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for prescribed by applicable law to permit the Borrower and the Representative, withholding agent or Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount withholding or deduction required to deduct and withhold from such payment. Solely for purposes of this Section 5.03(e), “FATCA” shall include any amendments made to FATCA after the date of this Agreementbe made.
Appears in 2 contracts
Sources: Credit and Guaranty Agreement and Pledge and Security Agreement (Lannett Co Inc), Credit and Guaranty Agreement (Lannett Co Inc)
Tax Documentation. Each Lender (and each participant of a Lender) shall deliver to the Borrower and to the Agent, at the time or times prescribed by applicable law or when reasonably requested by the Borrower or the Agent, such properly completed and executed documentation prescribed by applicable law or by the taxing authorities of any jurisdiction and such other reasonably requested information as will permit the Borrower or the Agent, as the case may be, to determine (A) whether or not payments made under this Agreement or under any other Credit Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction and (C) the entitlement of such Lender (or participant of a Lender) to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender (or participant of a Lender) by the Borrower pursuant to this Agreement or otherwise to establish the status of such Lender (or participant of a Lender) for withholding Tax purposes in the applicable jurisdiction. Without limiting the generality of the foregoing:
(i) Any Lender (or participant of a Lender) that is not a Foreign Lender shall deliver to the Borrower and the Agent executed originals of IRS Form W-9 or such other documentation or information prescribed by applicable law or reasonably requested by the Borrower or the Agent as will enable the Borrower or the Agent, as the case may be, to determine whether or not such Lender (or participant of a Lender) is subject to backup withholding or information reporting requirements.
(ii) Each Foreign Lender that is entitled under the Code or any applicable treaty to an exemption from from, or reduction of in, U.S. withholding tax Tax with respect to payments under this Agreement or under any other Loan Credit Document shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times reasonably requested by the 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. Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in the immediately succeeding sentence below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. Without limiting the generality of the foregoing, if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at (in such time or times reasonably number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Borrower or the Administrative Agent Agent, but only if such documentation prescribed by applicable law Foreign Lender is legally entitled to do so), properly completed and executed IRS Forms W-8BEN, W-8ECI, or W-8IMY (including all required attachments) certifying as prescribed by to the Foreign Lender’s entitlement to an exemption from, or reduction in, U.S. withholding Tax with respect to payments under this Agreement or under any other Credit Document.
(iii) Any Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 1471(b)(3)(C)(i871(h) or Section 881(c) of the Code shall deliver to the Borrower and the Agent not only properly completed and executed IRS Forms W-8BEN pursuant to Section 4.4(f)(ii), but shall at the same time also deliver to the Borrower and the Agent a certificate to the effect that such Foreign Lender (and, in the event that the Foreign Lender is an entity classified for U.S. federal income tax purposes as a Disregarded Entity or as a partnership, each member of such entity) is neither (A) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the Borrower within the meaning of section 881(c)(3)(B) of the Code, nor (C) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code.
(iv) Each Lender (and each participant of a Lender) shall promptly (A) notify the Borrower and the Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (B) take such additional documentation steps as shall not be disadvantageous to it, in the reasonable judgment of such Lender (or participant of a Lender), and as may be reasonably requested by necessary (including the re-designation of its lending office) to avoid any requirement of applicable law of any jurisdiction that the Borrower or the Administrative Agent as may be necessary make any withholding or deduction for the Borrower and the Administrative Agent Taxes from amounts payable to comply with their obligations under FATCA and to determine that such Lender has complied with such (or participant of a Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 5.03(e), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.
Appears in 2 contracts
Sources: Credit Agreement (Integrys Energy Group, Inc.), Credit Agreement (Integrys Energy Group, Inc.)
Tax Documentation. (i) Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement or any other Loan Document shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law or reasonably requested by the Borrower or the Administrative AgentBorrower, such properly completed and executed documentation reasonably requested prescribed by the Borrower or the Administrative Agent applicable law as will permit such payments to be made without withholding or at a reduced rate. Each Lender agrees that In addition, any Lender, if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify requested by the Borrower and or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent in writing of its legal inability as will enable the Borrower or the Administrative Agent to do sodetermine whether or not such 57 Revolving Credit Agreement Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in the immediately succeeding sentence Section 2.16(f)(ii) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. .
(ii) Without limiting the generality of the foregoing, if :
(A) any Lender that is a payment made to a Lender “United States person” (as defined under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b7701(a)(30) of the Code, ) shall deliver to the Borrower and the Administrative Agent (and such additional copies as applicableshall be reasonably requested by the recipient) on or prior to the date on which such Lender become a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), duly completed and executed copies of Internal Revenue Service Form W-9 or any successor form certifying that such Lender is exempt from U.S. federal backup withholding tax; and
(B) each Foreign Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at (in such time or times reasonably number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent Agent, but only if such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) Foreign Lender is legally entitled to do so), whichever of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 5.03(e), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.following is applicable:
Appears in 2 contracts
Sources: Senior Secured Revolving Credit Agreement, Senior Secured Revolving Credit Agreement (Carlyle GMS Finance, Inc.)
Tax Documentation. (i) Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement or any other Loan Document shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or 79 Revolving Credit Agreement times prescribed by applicable law or reasonably requested by the Borrower or the Administrative AgentBorrower, such properly completed and executed documentation reasonably requested prescribed by the Borrower or the Administrative Agent applicable law as will permit such payments to be made without withholding or at a reduced rate. Each Lender agrees that In addition, any Lender, if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify requested by the Borrower and or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent in writing of its legal inability as will enable the Borrower or the Administrative Agent to do sodetermine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in the immediately succeeding sentence Section 2.16(f)(ii) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. .
(ii) Without limiting the generality of the foregoing, if :
(A) any Lender that is a payment made U.S. Person shall deliver to the Borrower and the Administrative Agent (and such additional copies as shall be reasonably requested by the recipient) on or prior to the date on which such ▇▇▇▇▇▇ becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), duly completed and executed copies of Internal Revenue Service Form W-9 or any Loan Document would be subject to successor form certifying that such Lender is exempt from U.S. federal backup withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA tax; and
(including those contained in Section 1471(bB) or 1472(b) of the Code, as applicable), such each Foreign Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at (in such time or times reasonably number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent Agent, but only if such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) Foreign Lender is legally entitled to do so), whichever of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 5.03(e), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.following is applicable:
Appears in 1 contract
Tax Documentation. Any (i) If any Agent or any Lender that is entitled to an exemption from or reduction of withholding tax Tax with respect to payments made under this Agreement any Credit Document, such Agent or any other Loan Document such Lender shall deliver deliver, to the extent it is legally entitled to do so, to the Borrower (with a copy to and the Administrative Agent), at the time or times reasonably requested in writing by the Borrower or the Administrative Agent, such properly completed and executed documentation that is required by applicable law or the administrative practice of any Governmental Authority and that is reasonably requested in writing by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced raterate of withholding. Each Lender agrees that In addition, any Agent or any Lender, if any form or certification it previously delivered expires or becomes obsolete or inaccurate reasonably requested in any respect, it shall update such form or certification or promptly notify writing by the Borrower or the Administrative Agent, shall, to the extent it is legally entitled to do so, deliver such other documentation prescribed by applicable law and reasonably requested in writing by the Borrower or the Administrative Agent in writing of its legal inability as will enable the Borrower or the Administrative Agent to do so. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of determine whether or not such documentation (other than such documentation set forth in the immediately succeeding sentence below) shall not be required if in the Lender’s reasonable judgment such completion, execution Agent or submission would subject such Lender is subject to any material unreimbursed cost backup withholding or expense or would materially prejudice the legal or commercial position of such Lender. information reporting requirements.
(ii) Without limiting the generality of the foregoing,
(A) the Administrative Agent shall, if a payment made to a Lender the extent legally entitled to do so, deliver to the Borrower on or prior to the date on which it becomes the Administrative Agent under any Loan Document would be subject this Agreement (and from time to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with time thereafter upon the reasonable request of the Borrower), executed originals of the applicable reporting requirements of FATCA IRS Form W-8/W-9;
(including those contained in Section 1471(bB) or 1472(b) of the Code, as applicable), such any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent at on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time or times prescribed by law and at such to time or times reasonably requested by thereafter upon the reasonable request of the Borrower or the Administrative Agent Agent), executed originals of IRS Form W-9 certifying that such documentation prescribed by applicable law Lender is exempt from U.S. federal backup withholding tax;
(including as prescribed by Section 1471(b)(3)(C)(iC) of any Lender that is not a U.S. Person shall, to the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to comply the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable:
(1) in the case of a Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with their obligations respect to payments of interest under FATCA any Credit Document, executed originals of IRS Form W-8BEN or W-8BEN-E (as appropriate) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to determine any other applicable payments under any Credit Document, IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;
(2) executed originals of IRS Form W-8ECI;
(3) in the case of a Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Internal Revenue Code, (x) a certificate substantially in the form of Exhibit F-1 to the effect that such Lender has complied is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Internal Revenue Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN or W-8BEN-E (as appropriate); or
(4) to the extent a Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or W-8BEN-E (as appropriate), a U.S. Tax Compliance Certificate substantially in the form of Exhibit F-2 or Exhibit F-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Lender is a partnership and one or more direct or indirect partners of such Lender are claiming the portfolio interest exemption, such Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit F-4 on behalf of each such direct and indirect partner; and
(D) the Administrative Agent and any Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which the Administrative Agent or such Lender becomes the Administrative Agent or a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such Lender’s obligations under FATCA supplementary documentation as may be prescribed by applicable law to permit the Borrower, withholding agent or Administrative Agent to determine the amount withholding or deduction required to deduct and withhold from such payment. Solely for purposes of this Section 5.03(e), “FATCA” shall include any amendments made to FATCA after the date of this Agreementbe made.
Appears in 1 contract
Sources: Second Lien Credit and Guaranty Agreement (Lannett Co Inc)
Tax Documentation. (i) 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 and the related Loan Document Documents, shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law or reasonably requested by the Borrower or the Administrative AgentBorrower, such properly completed and executed documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced raterate of withholding. Each Lender agrees that In addition, any Lender, if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify requested by the Borrower and or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent in writing of its legal inability as will enable the Borrower or the Administrative Agent to do sodetermine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in the immediately succeeding sentence Sections 2.16(f)(ii), 2.16(f)(iii) and 2.16(g) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. .
(ii) Without limiting the generality of the foregoing, if :
(A) any Lender that is a payment made United States Person shall deliver to the Borrower and the Administrative Agent (and such additional copies as shall be reasonably requested by the recipient) on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), duly completed and executed copies of Internal Revenue Service Form W-9 or any Loan Document would be subject to successor form certifying that such Lender is exempt from U.S. federal backup withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA tax; and
(including those contained in Section 1471(bB) or 1472(b) of the Code, as applicable), such each Foreign Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at (in such time or times reasonably number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent Agent, but only if such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) Foreign Lender is legally entitled to do so), whichever of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 5.03(e), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.following is applicable:
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Bain Capital Specialty Finance, Inc.)
Tax Documentation. Each Lender that is a Non-Domestic Bank or Treaty Bank and that is entitled to an exemption from or reduction of withholding tax under Spanish law or the Treaty with respect to payments hereunder shall, within two months of the Closing Date in the case of each such Lender that is a party hereto on the Closing Date, or within two months following the date such Lender becomes a party hereto or becomes a Non-Domestic Bank or Treaty Bank in the case of each such Lender that is not a party hereto or that is not a Non-Domestic Bank or Treaty Bank, as applicable, on the Closing Date, and thereafter, if requested in writing by the Borrower and required by any applicable Spanish law or Treaty, provide the Borrower, with an original certificate (or such other form of documentation or confirmation available in the relevant jurisdiction) issued by the competent authority of the jurisdiction in which Lender is resident for tax purposes attesting to the fact that such Lender is resident for tax purposes in a member state of the European Union or in a Treaty State within the meaning of the Treaty, if any, signed by such jurisdiction with Spain. Any Lender that is entitled to an exemption from or reduction of withholding tax with respect to payments under this Agreement the law of any jurisdiction (other than Spain) from which a payment under any of the Loan Documents is made, or any other Loan Document treaty to which any such jurisdiction is a party, shall deliver to the Borrower (with a copy to the Administrative Agent)Borrower, at the time or times reasonably if requested in writing by the Borrower and if required by the applicable law of such jurisdiction or the Administrative Agentsuch treaty, such properly completed and executed documentation reasonably requested prescribed by the Borrower such applicable law or the Administrative Agent such treaty as will permit such payments to be made without withholding or at a reduced raterate of withholding. Each Except for any Lender agrees that if referred to in the proviso of paragraph (e) above, for any period with respect to which a Lender has failed to provide the Borrower with any form required by the second preceding paragraph or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in the immediately succeeding sentence below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. Without limiting the generality of the foregoing, if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail has failed to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable)immediately preceding paragraph, such Lender shall not be entitled to indemnification under Section 2.10 with respect to Indemnified Taxes or Other Taxes imposed by Spain that are attributable to such failure; provided that, if a Lender that is a Non-Domestic Bank or a Treaty Bank would otherwise be exempt from or subject to a reduced rate of withholding tax, becomes subject to Taxes because of its failure to deliver to a form required hereunder, the Borrower and the Administrative Agent at the time or times prescribed by law and at shall take such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including reasonable steps as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with shall reasonably request to assist such Lender’s obligations under FATCA or Lender to determine the amount to deduct and withhold from recover such payment. Solely for purposes of this Section 5.03(e), “FATCA” shall include any amendments made to FATCA after the date of this AgreementTaxes.
Appears in 1 contract
Tax Documentation. (i) Any Lender that is entitled to an exemption from or reduction of withholding tax Tax, with respect to payments under this Agreement or any other Loan Document shall deliver to the Borrower (with a copy to and the Administrative Agent), at the time or times prescribed by applicable law or reasonably requested by the 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. Each Lender agrees that In addition, any Lender, if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify requested by the Borrower and or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent in writing of its legal inability as will enable the Borrower or the Administrative Agent to do sodetermine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in the immediately succeeding sentence Section 2.16(f)(ii)(A) and (B) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. .
(ii) Without limiting the generality of the foregoing, if :
(A) any Lender that is a payment made U.S. Person shall deliver to the Borrower and the Administrative Agent (and such additional copies as shall be reasonably requested by the recipient) on or prior to the date on which such ▇▇▇▇▇▇ becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), duly completed and executed copies of Internal Revenue Service Form W-9 or any Loan Document would be subject to successor form certifying that such Lender is exempt from U.S. federal backup withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA Tax; and
(including those contained in Section 1471(bB) or 1472(b) of the Code, as applicable), such each Foreign Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at (in such time or times reasonably number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent Agent, but only if such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) Foreign Lender is legally entitled to do so), whichever of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 5.03(e), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.following is applicable:
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Pennantpark Investment Corp)
Tax Documentation. (i) 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 (with a copy to the Administrative Agent), at the time or times prescribed by applicable law or reasonably requested by the Borrower or the Administrative AgentBorrower, such properly completed and executed documentation reasonably requested prescribed by the Borrower or the Administrative Agent applicable law as will permit such payments to be made without withholding or at a reduced rate. Each Lender agrees that In addition, any Lender, if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify requested by the Borrower and or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent in writing of its legal inability as will enable the Borrower or the Administrative Agent to do sodetermine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in the immediately succeeding sentence Section 2.16(f)(ii) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. .
(ii) Without limiting the generality of the foregoing, if :
(A) any Lender that is a payment made to a Lender “United States person” (as defined under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b7701(a)(30) of the Code, ) shall deliver to the Borrower and the Administrative Agent (and such additional copies as applicableshall be reasonably requested by the recipient) on or prior to the date on which such Lender become a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), duly completed and executed copies of Internal Revenue Service Form W-9 or any successor form certifying that such Lender is exempt from U.S. federal backup withholding tax; and
(B) each Foreign Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at (in such time or times reasonably number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent Agent, but only if such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) Foreign Lender is legally entitled to do so), whichever of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 5.03(e), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.following is applicable:
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (New Mountain Finance Corp)
Tax Documentation. (i) Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement or any other Loan Document shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law or reasonably requested by the Borrower or the Administrative AgentBorrower, such properly completed and executed documentation reasonably requested prescribed by the Borrower or the Administrative Agent applicable law as will permit such payments to be made without withholding or at a reduced raterate of withholding. Each Lender agrees that In addition, any Lender, if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify requested by the Borrower and or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent in writing of its legal inability as will enable the Borrower or the Administrative Agent to do sodetermine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in the immediately succeeding sentence Section 2.16(f)(ii) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. 77 Revolving Credit Agreement
(ii) Without limiting the generality of the foregoing, if :
(A) any Lender that is a payment made United States Person shall deliver to the Borrower and the Administrative Agent (and such additional copies as shall be reasonably requested by the recipient) on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), duly completed and executed copies of Internal Revenue Service Form W-9 or any Loan Document would be subject to successor form certifying that such ▇▇▇▇▇▇ is exempt from U.S. federal backup withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA tax; and
(including those contained in Section 1471(bB) or 1472(b) of the Code, as applicable), such each Foreign Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at (in such time or times reasonably number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent Agent), but only if such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) Foreign Lender is legally entitled to do so, whichever of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 5.03(e), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.following is applicable:
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Crescent Capital BDC, Inc.)
Tax Documentation. 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 and the related Loan Document Documents, shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law or reasonably requested by the Borrower or the Administrative AgentBorrower, such properly completed and executed documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced raterate of withholding. Each Lender agrees that In addition, any Lender, if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify requested by the Borrower and or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent in writing of its legal inability as will enable the Borrower or the Administrative Agent to do sodetermine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in the immediately succeeding sentence Sections 2.16(f)(i), 2.16(f)(ii) and 2.16(g) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. .
(i) Without limiting the generality of the foregoing, if :
(A) any Lender that is a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender United States Person shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law (and at such time or times additional copies as shall be reasonably requested by the recipient) on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent Agent), duly completed and executed copies of Internal Revenue Service Form W-9 or any successor form certifying that such documentation prescribed by applicable law ▇▇▇▇▇▇ is exempt from U.S. federal backup withholding tax; and
(including as prescribed by Section 1471(b)(3)(C)(iB) of each Foreign Lender shall, to the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to comply with their obligations the date on which such Foreign Lender becomes a Lender under FATCA this Agreement (and from time to determine that time thereafter upon the reasonable request of the Borrower or the Administrative Agent, but only if such Foreign Lender has complied with such Lender’s obligations under FATCA or is legally entitled to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 5.03(edo so), “FATCA” shall include any amendments made to FATCA after whichever of the date of this Agreement.following is applicable:
Appears in 1 contract
Tax Documentation. (i) Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement or any other Loan Document shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law or reasonably requested by the Borrower or the Administrative AgentBorrower, such properly completed and executed documentation reasonably requested prescribed by the Borrower or the Administrative Agent applicable law as will permit such payments to be made without withholding or at a reduced rate. Each Lender agrees that In addition, any Lender, if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify requested by the Borrower and or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent in writing of its legal inability as will enable the Borrower or the Administrative Agent to do sodetermine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in the immediately succeeding sentence Section 2.16(f)(ii) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. .
(ii) Without limiting the generality of the foregoing, if :
(A) any Lender that is a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender Person shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law (and at such time or times additional copies as shall be reasonably requested by the recipient) on or prior to the date on which such ▇▇▇▇▇▇ becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) Agent), duly completed and executed copies of the Code) and such additional documentation reasonably requested by the Borrower Internal Revenue Service Form W-9 or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine any successor form certifying that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold is exempt from such payment. Solely for purposes of this Section 5.03(e), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.U.S. federal backup withholding tax; and
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Sixth Street Lending Partners)
Tax Documentation. (i) Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this 67 Revolving Credit Agreement or any other Loan Document Agreement shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law or reasonably requested by the Borrower or the Administrative AgentBorrower, such properly completed and executed documentation reasonably requested prescribed by the Borrower or the Administrative Agent applicable law as will permit such payments to be made without withholding or at a reduced rate. Each Lender agrees that In addition, any Lender, if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify requested by the Borrower and or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent in writing of its legal inability as will enable the Borrower or the Administrative Agent to do sodetermine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in the immediately succeeding sentence Section 2.16(f)(ii) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. .
(ii) Without limiting the generality of the foregoing, if :
(A) any Lender that is a payment made United States Person shall deliver to the Borrower and the Administrative Agent (and such additional copies as shall be reasonably requested by the recipient) on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), duly completed and executed copies of Internal Revenue Service Form W-9 or any Loan Document would be subject to successor form certifying that such Lender is exempt from U.S. federal backup withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA tax; and
(including those contained in Section 1471(bB) or 1472(b) of the Code, as applicable), such each Foreign Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at (in such time or times reasonably number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent Agent, but only if such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) Foreign Lender is legally entitled to do so), whichever of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 5.03(e), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.following is applicable:
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Owl Rock Technology Finance Corp.)
Tax Documentation. 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 (with a copy to the Administrative Agent), at the time or times reasonably requested by the 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. Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in the immediately succeeding sentence below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. Without limiting the generality of the foregoing, if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section Section 5.03(e), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.
Appears in 1 contract
Tax Documentation. (i) Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement or any other Loan Document shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law or reasonably requested by the Borrower or the Administrative AgentBorrower, such properly completed and executed documentation reasonably requested prescribed by the Borrower or the Administrative Agent applicable law as will permit such payments to be made without withholding or at a reduced rate. Each Lender agrees that In addition, any Lender, if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify requested by the Borrower and or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent in writing of its legal inability as will enable the Borrower or the Administrative Agent to do sodetermine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in the immediately succeeding sentence Section 2.16(f)(ii) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. .
(ii) Without limiting the generality of the foregoing, if :
(A) any Lender that is a payment made U.S. Person shall deliver to the Borrower and the Administrative Agent (and such additional copies as shall be reasonably requested by the recipient) on or prior to the date on which such L▇▇▇▇▇ becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), duly completed and executed copies of Internal Revenue Service Form W-9 or any Loan Document would be subject to successor form certifying that such Lender is exempt from U.S. federal backup withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA tax; and
(including those contained in Section 1471(bB) or 1472(b) of the Code, as applicable), such each Foreign Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at (in such time or times reasonably number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent Agent, but only if such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) Foreign Lender is legally entitled to do so), whichever of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 5.03(e), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.following is applicable:
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Sixth Street Specialty Lending, Inc.)
Tax Documentation. (a) Any Lender that is entitled to an exemption from or reduction of withholding tax Tax with respect to payments made under this Agreement or any other Loan Credit Facility Document shall deliver to the Borrower (with a copy to and the Administrative Agent), at the time or times reasonably requested by the 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 raterate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by Applicable Law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 11.6(7)(b), (c) and 11.6(9) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.
(b) Any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent) executed copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding Tax.
(c) Any Lender that is a Non-U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), one of the following:
(i) in the case of a Lender claiming the claiming the benefits of an income tax treaty to which the United States of America is a party (x) with respect to payments of interest under any Credit Facility Document, executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Credit Facility Document, IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;
(ii) executed copies of IRS Form W-8ECI;
(iii) in the case of a Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit B-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, or a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E; or
(iv) to the extent that a Lender that is a Non-U.S. Person is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit B-2 or Exhibit B-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if such Lender is a partnership and one or more direct or indirect partners of such Lender are claiming the portfolio interest exemption, such Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit B-4 on behalf of each such direct and indirect partner;
(d) any Lender that is a Non-U.S. Person shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Lender becomes a Lender under this agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made.
(e) On or before the Re-Domicile Date, the Administrative Agent (and on any date on or after the Re-Domicile Date on which any successor or replacement Administrative Agent becomes the Administrative Agent hereunder), it shall deliver to the Borrower two executed copies of either (i) IRS Form W-9, or (ii) IRS Form W-8ECI (with respect to any payments to be received on its own behalf) and IRS Form W-8IMY (for all other payments), establishing that the Borrower can make payments to the Administrative Agent without deduction or withholding of any Taxes imposed by the United States, including Taxes imposed under FATCA.
(f) Each Lender and the Administrative Agent agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in the immediately succeeding sentence below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. Without limiting the generality of the foregoing, if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 5.03(e), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.
Appears in 1 contract
Sources: Restated Credit Agreement (Maxar Technologies Ltd.)
Tax Documentation. (i) Any Lender that is entitled to an exemption from or reduction of withholding tax Tax with respect to payments under this Agreement or any other Loan Document shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times reasonably requested by the 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 raterate of withholding. Each Lender agrees that In addition, any Lender, if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify requested by the Borrower and or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent in writing of its legal inability as will enable the Borrower or the Administrative Agent to do sodetermine 777795439 whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in the immediately succeeding sentence Section 2.16(f)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. .
(ii) Without limiting the generality of the foregoing, if :
(A) any Lender that is a payment made to a Lender “United States person” (as defined under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b7701(a)(30) of the Code, as applicable), such Lender ) shall deliver to the Borrower and the Administrative Agent at on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time or times prescribed by law and at such to time or times reasonably requested by thereafter upon the reasonable request of the Borrower or the Administrative Agent Agent), duly completed and executed copies of Internal Revenue Service Form W-9 or any successor form certifying that such documentation prescribed by applicable law Lender is exempt from U.S. federal backup withholding tax;
(including as prescribed by Section 1471(b)(3)(C)(iB) of each Foreign Lender shall, to the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to comply with their obligations the date on which such Foreign Lender becomes a Lender under FATCA this Agreement (and from time to determine that such Lender has complied with such Lender’s obligations under FATCA time thereafter upon the reasonable request of the Borrower or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 5.03(eAdministrative Agent), “FATCA” shall include any amendments made to FATCA after whichever of the date of this Agreement.following is applicable:
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Morgan Stanley Direct Lending Fund)
Tax Documentation. (i) 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 and the related Loan Document Documents, shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law or reasonably requested by the Borrower or the Administrative AgentBorrower, such properly completed and executed documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced raterate of withholding. Each Lender agrees that In addition, any Lender, if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify requested by the Borrower and or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent in writing of its legal inability as will enable the Borrower or the Administrative Agent to do sodetermine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in the immediately succeeding sentence Sections 2.16(f)(ii), 2.16(f)(iii) and 2.16(g) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. .
(ii) Without limiting the generality of the foregoing, if :
(A) any Lender that is a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender United States Person shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law (and at such time or times additional copies as shall be reasonably requested by the recipient) on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent Agent), duly completed and executed copies of Internal Revenue Service Form W-9 or any successor form certifying that such documentation prescribed by applicable law Lender is exempt from U.S. federal backup withholding tax; and
(including as prescribed by Section 1471(b)(3)(C)(iB) of each Foreign Lender shall, to the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to comply with their obligations the date on which such Foreign Lender becomes a Lender under FATCA this Agreement (and from time to determine that time thereafter upon the reasonable request of the Borrower or the Administrative Agent, but only if such Foreign Lender has complied with such Lender’s obligations under FATCA or is legally entitled to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 5.03(edo so), “FATCA” shall include any amendments made to FATCA after whichever of the date of this Agreement.following is applicable:
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Varagon Capital Corp)
Tax Documentation. (i) 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 Documents shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law or reasonably requested by the Borrower or the Administrative AgentBorrower, such properly completed and executed documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced raterate of withholding. Each Lender agrees that In addition, any Lender, if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify requested by the Borrower and or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent in writing of its legal inability as will enable the Borrower or the Administrative Agent to do sodetermine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in the immediately succeeding sentence Sections 2.15(f)(ii), 2.15(f)(iii) and 2.15(g) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. .
(ii) Without limiting the generality of the foregoing, if :
(A) any Lender that is a payment made United States Person shall deliver to the Borrower and the Administrative Agent (and such additional copies as shall be reasonably requested by the recipient) on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), duly completed and executed copies of Internal Revenue Service Form W-9 or any Loan Document would be subject to successor form certifying that such Lender is exempt from U.S. federal backup withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA tax; and
(including those contained in Section 1471(bB) or 1472(b) of the Code, as applicable), such each Foreign Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at (in such time or times reasonably number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent Agent, but only if such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) Foreign Lender is legally entitled to do so), whichever of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 5.03(e), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.following is applicable:
Appears in 1 contract
Sources: Revolving Credit Agreement (Hercules Capital, Inc.)
Tax Documentation. (i) Any Lender that is entitled to an exemption from or reduction of withholding tax Tax with respect to payments under this Agreement or any other Loan Document shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times reasonably requested by the 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 raterate of withholding. Each Lender agrees that In addition, any Lender, if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify requested by the Borrower and or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent in writing of its legal inability as will enable the Borrower or the Administrative Agent to do sodetermine whether or not such Lender is subject to backup withholding or information 767537780 86 reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in the immediately succeeding sentence Section 2.16(f)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. .
(ii) Without limiting the generality of the foregoing, if :
(A) any Lender that is a payment made to a Lender “United States person” (as defined under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b7701(a)(30) of the Code, as applicable), such Lender ) shall deliver to the Borrower and the Administrative Agent at on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time or times prescribed by law and at such to time or times reasonably requested by thereafter upon the reasonable request of the Borrower or the Administrative Agent Agent), duly completed and executed copies of Internal Revenue Service Form W-9 or any successor form certifying that such documentation prescribed by applicable law Lender is exempt from U.S. federal backup withholding tax;
(including as prescribed by Section 1471(b)(3)(C)(iB) of each Foreign Lender shall, to the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to comply with their obligations the date on which such Foreign Lender becomes a Lender under FATCA this Agreement (and from time to determine that such Lender has complied with such Lender’s obligations under FATCA time thereafter upon the reasonable request of the Borrower or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 5.03(eAdministrative Agent), “FATCA” shall include any amendments made to FATCA after whichever of the date of this Agreement.following is applicable:
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (North Haven Private Income Fund a LLC)
Tax Documentation. 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 and the related Loan Document Documents, shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law or reasonably requested by the Borrower or the Administrative AgentBorrower, such properly completed and executed documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced raterate of withholding. Each Lender agrees that In addition, any Lender, if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify requested by the Borrower and or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent in writing of its legal inability as will enable the Borrower or the Administrative Agent to do sodetermine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in the immediately succeeding sentence Sections 2.16(f)(i), 2.16(f)(ii) and 2.16(g) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. .
(i) Without limiting the generality of the foregoing, if : (A) any Lender that is a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender United States Person shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law (and at such time or times additional copies as shall be reasonably requested by the recipient) on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent Agent), duly completed and executed copies of Internal Revenue Service Form W-9 or any successor form certifying that such documentation prescribed by applicable law Lender is exempt from U.S. federal backup withholding tax; and (including as prescribed by Section 1471(b)(3)(C)(iB) of each Foreign Lender shall, to the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to comply with their obligations the date on which such Foreign Lender becomes a Lender under FATCA this Agreement (and from time to determine that time thereafter upon the reasonable request of the Borrower or the Administrative Agent, but only if such Foreign Lender has complied with such Lender’s obligations under FATCA or is legally entitled to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 5.03(edo so), “FATCA” shall include whichever of the following is applicable: (w) duly completed and executed copies of Internal Revenue Service Form W-8BEN or W-8BEN-E or any amendments made successor form claiming eligibility for benefits of an income tax treaty to FATCA after which the date United States is a party, (x) duly completed copies of Internal Revenue Service Form W- 8ECI or any successor form certifying that the income receivable pursuant to this Agreement.Agreement is effectively connected with the conduct of a trade or business in the United States,
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Nuveen Churchill Direct Lending Corp.)
Tax Documentation. Any (i) Each Lender shall promptly (A) notify the Broker/Dealer and the Administrative Agent of any change in circumstances which does, or is reasonably likely to, modify or render invalid any claimed exemption from or reduction of Tax (including any exemption from Taxes required to be withheld or deducted from any payments hereunder), and (B) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws that the Broker/Dealer or the Administrative Agent make any withholding or deduction for or on account of Taxes imposed from amounts payable to such Lender hereunder.
(ii) Each Lender shall promptly deliver to the Broker/Dealer or the Administrative Agent, as the Broker/Dealer or the Administrative Agent shall reasonably request, on or prior to the date hereof, and in a timely fashion thereafter, such documents and forms required by any relevant taxing authorities under the Laws of any jurisdiction, duly executed and completed by such Lender, as are required to be furnished by such Broker/Dealer or the Administrative Agent under such Laws in connection with any payment by the Broker/Dealer or the Administrative Agent of Taxes or Other Taxes, with respect to such jurisdiction.
(iii) In addition, each Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Code shall deliver to the Broker/Dealer and the Administrative Agent (in such number as shall be requested by the recipient) on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the expiration of any previously delivered form or upon the request of the Broker/Dealer or the Administrative Agent) executed originals of IRS Form W-9 or such other documentation or information prescribed by applicable Laws or reasonably requested by the Broker/Dealer or the Administrative Agent as will enable the Broker/Dealer or the Administrative Agent, as the case may be, to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Each Lender that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code and that is entitled under the Code or any applicable treaty to an exemption from or reduction of United States federal withholding tax with respect to payments under this Agreement or any other Loan Document hereunder shall deliver to the Borrower (with a copy to Broker/Dealer and the Administrative Agent), at the time or times reasonably Agent (in such number as shall be requested by the Borrower recipient) on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the expiration of any previously delivered form or upon the request of the Broker/Dealer or the Administrative Agent, but only if such properly completed Lender is legally entitled to do so), whichever of the following is applicable:
(A) executed originals of IRS Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States is a party;
(B) executed originals of IRS Form W-8ECI;
(C) executed originals of IRS Form W-8IMY and all required supporting documentation;
(D) in the case of a Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Code, (x) a certificate to the effect that such Lender is not (I) a “bank” within the meaning of section 881(c)(3)(A) of the Code, (II) a “10-percent shareholder” of WNA within the meaning of section 881(c)(3)(B) of the Code or (III) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Code and (y) executed originals of IRS Form W-8BEN; or
(E) executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States federal withholding tax together with such supplementary documentation reasonably requested as may be prescribed by applicable Laws to permit the Borrower Broker/Dealer or the Administrative Agent as will permit such payments to determine the withholding or deduction required to be made without withholding or at a reduced rate. Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation made.
(other than such documentation set forth in the immediately succeeding sentence belowiv) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. Without limiting the generality of the foregoing, if If a payment made to a Lender under any Loan Document hereunder would be subject to U.S. United States federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower Broker/Dealer and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower Broker/Dealer or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 5.03(e), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.by
Appears in 1 contract
Sources: Revolving Note and Cash Subordination Agreement (Willis Group Holdings PLC)
Tax Documentation. (i) Any Lender that is entitled to an exemption from or reduction of withholding tax Tax with respect to payments made under this Agreement or any other Loan Credit Document shall deliver to the Borrower (with a copy to and the Administrative Agent), at the time or times reasonably requested by the 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 raterate of withholding. Each Lender agrees that In addition, any Lender, if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify reasonably requested by the Borrower and or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent in writing of its legal inability as will enable the Borrower or the Administrative Agent to do sodetermine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in the immediately succeeding sentence Sections 2.12(e)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. Without limiting the generality of the foregoing, if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), The Administrative Agent and such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the CodeIRC) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that the Administrative Agent and such Lender has complied with the Administrative Agent’s and such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes .
(ii) Without limiting the generality of the foregoing,
(A) the Administrative Agent and any Lender that is a “United States person” as defined in Section 7701(a)(30) of the IRC shall deliver to the Borrower and the Administrative Agent on or prior to the date on which the Administrative Agent and such Lender become a party under this Section 5.03(eAgreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of IRS Form W-9 certifying that the Administrative Agent and such Lender are exempt from U.S. federal backup withholding tax;
(B) the Administrative Agent and any Lender that is not a “FATCAUnited States person” as defined in Section 7701(a)(30) of the IRC (such Administrative Agent and any such Lender collectively, a “Foreign Lender”) shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall include any amendments made be requested by the recipient) on or prior to FATCA after the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of this Agreement.the Borrower or the Administrative Agent), whichever of the following is applicable:
Appears in 1 contract
Sources: Credit Agreement (International Rectifier Corp /De/)
Tax Documentation. (i) Any Lender that is entitled to an exemption from or reduction of withholding tax Tax, with respect to payments under this Agreement or any other Loan Document shall deliver to the Borrower (with a copy to and the Administrative Agent), at the time or times reasonably requested by the 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 raterate of withholding. Each Lender agrees that In addition, any Lender, if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify reasonably requested by the Borrower and or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent in writing of its legal inability as will enable the Borrower or the Administrative Agent to do sodetermine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in the immediately succeeding sentence Section 2.16(f)(ii)(A), (B) and (D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. .
(ii) Without limiting the generality of the foregoing, if :
(A) any Lender that is a payment made U.S. Person shall deliver to the Borrower and the Administrative Agent (and such additional copies as shall be reasonably requested by the recipient) on or prior to the date on which such ▇▇▇▇▇▇ becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), duly completed and executed copies of IRS Form W-9 or any Loan Document would be subject to successor form certifying that such Lender is exempt from U.S. federal backup withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA Tax; and
(including those contained in Section 1471(bB) or 1472(b) of the Code, as applicable), such each Foreign Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at (in such time or times reasonably number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent Agent, but only if such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) Foreign Lender is legally entitled to do so), whichever of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 5.03(e), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.following is applicable:
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Varagon Capital Corp)
Tax Documentation. (i) Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement or any other Loan Document shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law or reasonably requested by the Borrower or the Administrative AgentBorrower, such properly completed and executed documentation reasonably requested prescribed by the Borrower or the Administrative Agent applicable law as will permit such payments to be made without withholding or at a reduced rate. Each Lender agrees that In addition, any Lender, if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify requested by the Borrower and or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent in writing of its legal inability as will enable the Borrower or the Administrative Agent to do sodetermine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in the immediately succeeding sentence Section 2.16(f)(ii) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. .
(ii) Without limiting the generality of the foregoing, if :
(A) any Lender that is a payment made United States Person shall deliver to the Borrower and the Administrative Agent (and such additional copies as shall be reasonably requested by the recipient) on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), 52 Revolving Credit Agreement duly completed and executed copies of Internal Revenue Service Form W-9 or any Loan Document would be subject to successor form certifying that such Lender is exempt from U.S. federal backup withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA tax; and
(including those contained in Section 1471(bB) or 1472(b) of the Code, as applicable), such each Foreign Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at (in such time or times reasonably number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent Agent, but only if such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) Foreign Lender is legally entitled to do so), whichever of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 5.03(e), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.following is applicable:
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Owl Rock Capital Corp)
Tax Documentation. (i) Any Lender that is entitled to an exemption from or reduction of withholding tax Tax, with respect to payments under this Agreement or any other Loan Document shall deliver to the Borrower (with a copy to and the Administrative Agent), at the time or times prescribed by applicable law or reasonably requested by the 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. Each Lender agrees that In addition, any Lender, if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify requested by the Borrower and or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent in writing of its legal inability as will enable the Borrower or the Administrative Agent to do sodetermine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in the immediately succeeding sentence Section 2.16(f)(ii)(A) and (B) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. .
(ii) Without limiting the generality of the foregoing, if :
(A) any Lender that is a payment made U.S. Person shall deliver to the Borrower and the Administrative Agent (and such additional copies as shall be reasonably requested by the recipient) on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), duly completed and executed copies of Internal Revenue Service Form W-9 or any Loan Document would be subject to successor form certifying that such Lender is exempt from U.S. federal backup withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA tax; and
(including those contained in Section 1471(bB) or 1472(b) of the Code, as applicable), such each Foreign Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at (in such time or times reasonably number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent Agent, but only if such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) Foreign Lender is legally entitled to do so), whichever of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 5.03(e), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.following is applicable:
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Pennantpark Investment Corp)
Tax Documentation. (i) Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement or any other Loan Document shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law or reasonably requested by the Borrower or the Administrative AgentBorrower, such properly completed and executed documentation reasonably requested prescribed by the Borrower or the Administrative Agent applicable law as will permit such payments to be made without withholding or at a reduced rate. Each Lender agrees that In addition, any Lender, if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify requested by the Borrower and or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent in writing of its legal inability as will enable the Borrower or the Administrative Agent to do sodetermine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in the immediately succeeding sentence Section 2.16(f)(ii) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. 58 Revolving Credit Agreement
(ii) Without limiting the generality of the foregoing, if :
(A) any Lender that is a payment made to a Lender “United States person” (as defined under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b7701(a)(30) of the Code, ) shall deliver to the Borrower and the Administrative Agent (and such additional copies as applicableshall be reasonably requested by the recipient) on or prior to the date on which such Lender become a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), duly completed and executed copies of Internal Revenue Service Form W-9 or any successor form certifying that such Lender is exempt from U.S. federal backup withholding tax; and
(B) each Foreign Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at (in such time or times reasonably number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent Agent, but only if such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) Foreign Lender is legally entitled to do so), whichever of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 5.03(e), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.following is applicable:
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (NF Investment Corp.)
Tax Documentation. (a) Any Lender that is entitled to an exemption from or reduction of withholding tax Tax with respect to payments made under this Agreement or any other Loan Finance Document shall deliver to the Borrower (with a copy to Obligor and the Administrative Agent), at the time or times reasonably requested by the Borrower Obligor or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower Obligor or the Administrative Agent as will permit such payments to be made without withholding or at a reduced raterate of withholding. Each In addition, any Lender, if reasonably requested by the Obligor or the Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Obligor or the Agent as will enable the Obligor or the Agent to determine whether or not such Lender agrees that if any form is subject to backup withholding or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do soinformation reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in the immediately succeeding sentence belowclause 14.5 (Tax Documentation) (b)(i) and (b)(ii)) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. .
(b) Without limiting the generality of the foregoing, if in the event that the Obligor is a payment made U.S. Obligor,
(i) any Lender that is a U.S. Person shall deliver to the Obligor and the Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Obligor or the Agent), executed originals of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;
(ii) any Loan Document would Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Obligor and the Agent (in such number of copies as shall be subject requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Obligor or the Agent), whichever of the following is applicable:
(A) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Finance Document, executed originals of IRS Form W-8BEN or W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax imposed by FATCA if pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Finance Document, IRS Form W-8BEN or W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;
(B) executed originals of IRS Form W-8ECI;
(C) in the case of a Foreign Lender were to fail to comply with claiming the applicable reporting requirements benefits of FATCA (including those contained in the exemption for portfolio interest under Section 1471(b) or 1472(b881(c) of the Code, (x) a certificate substantially in the form of part 1 of schedule 11 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN or W-8BEN-E; or
(D) to the extent a Foreign Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of part 2 of schedule 11 or part 3 of schedule 11, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable); provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender shall may provide a U.S. Tax Compliance Certificate substantially in the form of part 4 of schedule 11 on behalf of each such direct and indirect partner; and
(iii) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower Obligor and the Administrative Agent at the time or times prescribed by law and at (in such time or times reasonably number of copies as shall be requested by the Borrower recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Obligor or the Administrative Agent such documentation Agent), executed originals of any other form prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such additional supplementary documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for prescribed by applicable law to permit the Borrower and Obligor or the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount withholding or deduction required to deduct be made; and withhold from such payment. Solely for purposes of this Section 5.03(eeach Lender agrees that if it is aware that any form or certification it previously delivered becomes inaccurate (due to a change in facts), “FATCA” it shall include any amendments made update such form or certification or promptly notify the Obligor and the Agent in writing of its legal inability to FATCA after the date of this Agreementdo so.
Appears in 1 contract
Tax Documentation. (i) Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement or any other Loan Document shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law or reasonably requested by the Borrower or the Administrative AgentBorrower, such properly completed and executed documentation reasonably requested prescribed by the Borrower or the Administrative Agent applicable law as will permit such payments to be made without withholding or at a reduced rate. Each Lender agrees that In addition, any Lender, if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify requested by the Borrower and or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent in writing of its legal inability as will enable the Borrower or the Administrative Agent to do sodetermine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in the immediately succeeding sentence Section 2.16(f)(ii) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. .
(i) Without limiting the generality of the foregoing, if :
(A) any Lender that is a payment made U.S. Person shall deliver to the Borrower and the Administrative Agent (and such additional copies as shall be reasonably requested by the recipient) on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), duly completed and executed copies of Internal Revenue Service Form W-9 or any Loan Document would be subject to successor form certifying that such Lender is exempt from U.S. federal backup withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA tax; and
(including those contained in Section 1471(bB) or 1472(b) of the Code, as applicable), such each Foreign Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at (in such time or times reasonably number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent Agent, but only if such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) Foreign Lender is legally entitled to do so), whichever of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 5.03(e), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.following is applicable:
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Sixth Street Specialty Lending, Inc.)
Tax Documentation. (i) Any Lender that is entitled to an exemption from or reduction of withholding tax Tax with respect to payments under this Agreement or any other Loan Document shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times reasonably requested by the 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 raterate of withholding. Each Lender agrees that In addition, any Lender, if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify requested by the Borrower and or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent in writing of its legal inability as will enable the Borrower or the Administrative Agent to do sodetermine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in the immediately succeeding sentence Section 2.16(f)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. 767537780768227557
(i) Without limiting the generality of the foregoing, if :
(A) any Lender that is a payment made to a Lender “United States person” (as defined under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b7701(a)(30) of the Code, as applicable), such Lender ) shall deliver to the Borrower and the Administrative Agent at on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time or times prescribed by law and at such to time or times reasonably requested by thereafter upon the reasonable request of the Borrower or the Administrative Agent Agent), duly completed and executed copies of Internal Revenue Service Form W-9 or any successor form certifying that such documentation prescribed by applicable law Lender is exempt from U.S. federal backup withholding tax;
(including as prescribed by Section 1471(b)(3)(C)(iB) of each Foreign Lender shall, to the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to comply with their obligations the date on which such Foreign Lender becomes a Lender under FATCA this Agreement (and from time to determine that such Lender has complied with such Lender’s obligations under FATCA time thereafter upon the reasonable request of the Borrower or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 5.03(eAdministrative Agent), “FATCA” shall include any amendments made to FATCA after whichever of the date of this Agreement.following is applicable:
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (North Haven Private Income Fund a LLC)
Tax Documentation. (i) Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement or any other Loan Document shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law or reasonably requested by the Borrower or the Administrative AgentBorrower, such properly completed and executed documentation reasonably requested prescribed by the Borrower or the Administrative Agent applicable law as will permit such payments to be made without withholding or at a reduced rate. Each Lender agrees that In addition, any Lender, if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify requested by the Borrower and or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent in writing of its legal inability as will enable the Borrower or the Administrative Agent to do sodetermine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in the immediately succeeding sentence Section 2.16(f)(ii) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. .
(ii) Without limiting the generality of the foregoing, if :
(A) any Lender that is a payment made U.S. Person shall deliver to the Borrower and the Administrative Agent (and such additional copies as shall be reasonably requested by the recipient) on or prior to the date on which such Lender become a 731105340 11299570 66 Revolving Credit Agreement Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), duly completed and executed copies of Internal Revenue Service Form W-9 or any Loan Document would be subject to successor form certifying that such Lender is exempt from U.S. federal backup withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA tax; and
(including those contained in Section 1471(bB) or 1472(b) of the Code, as applicable), such each Foreign Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at (in such time or times reasonably number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent Agent, but only if such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) Foreign Lender is legally entitled to do so), whichever of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 5.03(e), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.following is applicable:
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (TPG Specialty Lending, Inc.)
Tax Documentation. 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 (with a copy to the Administrative Agent), at the time or times reasonably requested prescribed by the Borrower or the Administrative Agentapplicable law, such properly completed and executed documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate. Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in the immediately succeeding sentence below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. Without limiting the generality of the foregoing, if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 5.03(e), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.
Appears in 1 contract
Tax Documentation. (a) Any Lender that is entitled to an exemption from or reduction of withholding tax Tax with respect to any payments made under this Agreement or any other Loan Credit Facility Document shall deliver to the Borrower (with a copy to and the Administrative Agent), at the time or times reasonably requested by the 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 raterate of withholding. Each Lender agrees that if In addition, any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in the immediately succeeding sentence below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. Without limiting the generality of the foregoing, if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent Agent, shall deliver such other documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation Law or reasonably requested by the Borrower or the Administrative Agent as may be necessary for will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Without limiting the generality of the foregoing:
(b) Any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to comply with their obligations the date on which such Lender becomes a Lender under FATCA this Agreement (and from time to determine time thereafter upon the reasonable request of the Borrower or the Administrative Agent) two executed copies of IRS Form W-9 certifying that such Lender has complied is exempt from U.S. federal backup withholding Tax.
(c) Any Lender that is a Non-U.S. Person shall, to the extent it is legally eligible to do so, deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable:
(i) in the case of a Lender claiming the claiming the benefits of an income tax treaty to which the United States of America is a party, two executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E;
(ii) two executed copies of IRS Form W-8ECI;
(iii) in the case of a Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit B-1 to the effect that such Non-U.S. Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, or a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code and no payments under any Credit Facility Document are effectively connected with such Lender’s obligations conduct of a U.S. trade or business (a “U.S. Tax Compliance Certificate”) and (y) two executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E; or
(iv) to the extent that a Lender that is a Non-U.S. Person is not the beneficial owner (for example, where the Lender is a partnership or a participating Lender), two executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit B-2 or Exhibit B-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if such Lender is a partnership and not a participating Lender, and one or more direct or indirect partners of such Lender are claiming the portfolio interest exemption, such Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit B-4 on behalf of such direct and indirect partner(s);
(d) any Lender that is a Non-U.S. Person shall, to the extent it is legally eligible to do so, deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under FATCA this agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), two executed originals of any other documentation prescribed by applicable Law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law to permit the Borrower or the Administrative Agent to determine the amount withholding or deduction required to deduct be made.
(e) The Administrative Agent shall deliver to the Borrower two executed copies of either (i) IRS Form W-9, or (ii) IRS Form W-8ECI (with respect to any payments to be received on its own behalf) and withhold from such payment. Solely IRS Form W-8IMY (for purposes all other payments), establishing that the Borrower can make payments to the Administrative Agent without deduction or withholding of any U.S. federal withholding Taxes, including Taxes imposed under FATCA.
(f) Notwithstanding any other provision of this Section 5.03(e)11.6, “FATCA” a Lender or the Administrative Agent shall include not be required to deliver any amendments made documentation that such Lender or the Administrative Agent is not legally eligible to FATCA after the date of this Agreementdeliver.
Appears in 1 contract
Tax Documentation. (a) Any Lender that is entitled to an exemption from or reduction of withholding tax Tax with respect to payments made under this Agreement or any other Loan Finance Document shall deliver to the Borrower (with a copy to Obligor and the Administrative Agent), at the time or times reasonably requested by the Borrower Obligor or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower Obligor or the Administrative Agent as will permit such payments to be made without withholding or at a reduced raterate of withholding. Each In addition, any Lender, if reasonably requested by the Obligor or the Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Obligor or the Agent as will enable the Obligor or the Agent to determine whether or not such Lender agrees that if any form is subject to backup withholding or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do soinformation reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in the immediately succeeding sentence belowclause 15.5 (Tax Documentation) (b)(i) and (b)(ii)) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. .
(b) Without limiting the generality of the foregoing, if in the event that the Obligor is a payment made U.S. Obligor,
(i) any Lender that is a U.S. Person shall deliver to the Obligor and the Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Obligor or the Agent), executed originals of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;
(ii) any Loan Document would Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Obligor and the Agent (in such number of copies as shall be subject requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Obligor or the Agent), whichever of the following is applicable:
(A) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Finance Document, executed originals of IRS Form W-8BEN or W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax imposed by FATCA if pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Finance Document, IRS Form W-8BEN or W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;
(B) executed originals of IRS Form W-8ECI;
(C) in the case of a Foreign Lender were to fail to comply with claiming the applicable reporting requirements benefits of FATCA (including those contained in the exemption for portfolio interest under Section 1471(b) or 1472(b881(c) of the Code, (x) a certificate substantially in the form of part 1 of schedule 9 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN or W-8BEN-E; or
(D) to the extent a Foreign Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of part 2 of schedule 9 or part 3 of schedule 9, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable); provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender shall may provide a U.S. Tax Compliance Certificate substantially in the form of part 4 of schedule 9 on behalf of each such direct and indirect partner; and
(iii) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower Obligor and the Administrative Agent at the time or times prescribed by law and at (in such time or times reasonably number of copies as shall be requested by the Borrower recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Obligor or the Administrative Agent such documentation Agent), executed originals of any other form prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such additional supplementary documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for prescribed by applicable law to permit the Borrower and Obligor or the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount withholding or deduction required to deduct be made; and withhold from such payment. Solely for purposes of this Section 5.03(eeach Lender agrees that if it is aware that any form or certification it previously delivered becomes inaccurate (due to a change in facts), “FATCA” it shall include any amendments made update such form or certification or promptly notify the Obligor and the Agent in writing of its legal inability to FATCA after the date of this Agreementdo so.
Appears in 1 contract
Sources: Revolving Credit Facility Agreement (Enstar Group LTD)
Tax Documentation. (i) 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 and the related Loan Document Documents shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law or reasonably requested by the Borrower or the Administrative AgentBorrower, such properly completed and executed documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced raterate of withholding. Each Lender agrees that In addition, any Lender, if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify requested by the Borrower and or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent in writing of its legal inability as will enable the Borrower or the Administrative Agent to do sodetermine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in the immediately succeeding sentence Sections 2.15(f)(ii), 2.15(f)(iii) and 2.15(g) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. .
(ii) Without limiting the generality of the foregoing, if :
(A) any Lender that is a payment made United States Person shall deliver to the Borrower and the Administrative Agent (and such additional copies as shall be reasonably requested by the recipient) on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), duly completed and executed copies of Internal Revenue Service Form W-9 or any Loan Document would be subject to successor form certifying that such ▇▇▇▇▇▇ is exempt from U.S. federal backup withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA tax; and
(including those contained in Section 1471(bB) or 1472(b) of the Code, as applicable), such each Foreign Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at (in such time or times reasonably number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent Agent, but only if such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) Foreign Lender is legally entitled to do so), whichever of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 5.03(e), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.following is applicable:
Appears in 1 contract
Sources: Revolving Credit Agreement (Hercules Capital, Inc.)
Tax Documentation. Each Lender that is a Non-Domestic Bank or Treaty Bank and that is entitled to an exemption from or reduction of withholding tax under Spanish law or the Treaty with respect to payments hereunder shall, within two months of the Closing Date in the case of each such Lender that is a party hereto on the Closing Date, or within two months following the date such Lender becomes a party hereto or becomes a Non-Domestic Bank or Treaty Bank in the case of each such Lender that is not a party hereto or that is not a Non-Domestic Bank or Treaty Bank, as applicable, on the Closing Date, and thereafter, if requested in writing by the Borrower and required by any applicable Spanish law or Treaty, provide the Borrower, with an original certificate (or such other form of documentation or confirmation available in the relevant jurisdiction) issued by the competent authority of the jurisdiction in which Lender is resident for tax purposes attesting to the fact that such Lender is resident for tax purposes in a member state of the European Union or in a Treaty State within the meaning of the Treaty. Notwithstanding the foregoing, to the extent the procedures of the applicable competent authority require the competent authority to submit any such certification directly to the Borrower, a Lender shall satisfy the foregoing requirements by delivering a properly completed application to such authority on or before the dates prescribed above. Any Lender that is entitled to an exemption from or reduction of withholding tax with respect to payments under this Agreement the law of any jurisdiction (other than Spain) from which a payment under any of the Loan Documents is made, or any other Loan Document treaty to which any such jurisdiction is a party, shall deliver to the Borrower (with a copy to the Administrative Agent)Borrower, at the time or times reasonably if requested in writing by the Borrower and if required by the applicable law of such jurisdiction or the Administrative Agentsuch treaty, such properly completed and executed documentation reasonably requested prescribed by the Borrower such applicable law or the Administrative Agent such treaty as will permit such payments to be made without withholding or at a reduced raterate of withholding. Each Except for any Lender agrees that if referred to in the proviso of paragraph (e) above, for any period with respect to which a Lender has failed to provide the Borrower with any form required by the second preceding paragraph or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in the immediately succeeding sentence below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. Without limiting the generality of the foregoing, if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail has failed to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable)immediately preceding paragraph, such Lender shall not be entitled to indemnification under Section 2.10 with respect to Indemnified Taxes or Other Taxes imposed by Spain that are attributable to such failure; provided that, if a Lender that is a Non-Domestic Bank or a Treaty Bank would otherwise be exempt from or subject to a reduced rate of withholding tax, becomes subject to Taxes because of its failure to deliver to a form required hereunder, the Borrower and the Administrative Agent at the time or times prescribed by law and at shall take such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including reasonable steps as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with shall reasonably request to assist such Lender’s obligations under FATCA or Lender to determine the amount to deduct and withhold from recover such payment. Solely for purposes of this Section 5.03(e), “FATCA” shall include any amendments made to FATCA after the date of this AgreementTaxes.
Appears in 1 contract
Sources: Credit Agreement (Petersen Energia Inversora, S.A.)
Tax Documentation. (i) Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement or any other Loan Document shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law or reasonably requested by the Borrower or the Administrative AgentBorrower, such properly completed and executed documentation reasonably requested prescribed by the Borrower or the Administrative Agent applicable law as will permit such payments to be made without withholding or at a reduced rate. Each Lender agrees that In addition, any Lender, if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify requested by the Borrower and or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent in writing of its legal inability as will enable the Borrower or the Administrative Agent to do sodetermine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in the immediately succeeding sentence Section 2.16(f)(ii) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. .
(ii) Without limiting the generality of the foregoing, if :
(A) any Lender that is a payment made to a Lender “United States person” (as defined under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b7701(a)(30) of the Code, ) shall deliver to the Borrower and the Administrative Agent (and such additional copies as applicableshall be reasonably requested by the recipient) on or prior to the date on which such Lender become a Lender under this Agreement (and from time to time thereafter upon the reasonable 701007202 11262547 55 Revolving Credit Agreement request of the Borrower or the Administrative Agent), duly completed and executed copies of Internal Revenue Service Form W-9 or any successor form certifying that such Lender is exempt from U.S. federal backup withholding tax; and
(B) each Foreign Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at (in such time or times reasonably number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent Agent, but only if such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) Foreign Lender is legally entitled to do so), whichever of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 5.03(e), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.following is applicable:
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Pennantpark Investment Corp)
Tax Documentation. Any (i) If the Administrative Agent or any Lender that is entitled to an exemption from or reduction of withholding tax Tax with respect to payments made under this Agreement any Credit Document, the Administrative Agent or any other Loan Document such Lender shall deliver deliver, to the extent it is legally entitled to do so, to the Borrower (with a copy to and the Administrative Agent), at the time or times reasonably requested in writing by the Borrower or the Administrative Agent, such properly completed and executed documentation that is required by applicable law or the administrative practice of any Governmental Authority and that is reasonably requested in writing by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced raterate of withholding. Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respectIn addition, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent or any Lender, if reasonably requested in writing of its legal inability by the Borrower or the Administrative Agent, shall, to the extent it is legally entitled to do so. Notwithstanding anything , deliver such other documentation prescribed by applicable law and reasonably requested in writing by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in the immediately succeeding sentence below) shall determine whether or not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender is subject to any material unreimbursed cost backup withholding or expense or would materially prejudice the legal or commercial position of such Lender. information reporting requirements.
(ii) Without limiting the generality of the foregoing,
(A) the Administrative Agent shall, if a payment made to a Lender the extent legally entitled to do so, deliver to the Borrower on or prior to the date on which it becomes the Administrative Agent under any Loan Document would be subject this Agreement (and from time to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with time thereafter upon the reasonable request of the Borrower), executed originals of the applicable reporting requirements of FATCA IRS Form W-8/W-9;
(including those contained in Section 1471(bB) or 1472(b) of the Code, as applicable), such any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent at on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time or times prescribed by law and at such to time or times reasonably requested by thereafter upon the reasonable request of the Borrower or the Administrative Agent Agent), executed originals of IRS Form W-9 certifying that such documentation prescribed by applicable law Lender is exempt from U.S. federal backup withholding tax;
(including as prescribed by Section 1471(b)(3)(C)(iC) of any Lender that is not a U.S. Person shall, to the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to comply the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable:
(1) in the case of a Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with their obligations respect to payments of interest under FATCA any Loan Document, executed originals of IRS Form W-8BEN or W-8BEN-E (as appropriate) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to determine any other applicable payments under any Credit Document, IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;
(2) executed originals of IRS Form W-8ECI;
(3) in the case of a Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Internal Revenue Code, (x) a certificate substantially in the form of Exhibit F-1 to the effect that such Lender has complied is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Internal Revenue Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN or W-8BEN-E (as appropriate); or
(4) to the extent a Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or W-8BEN-E (as appropriate), a U.S. Tax Compliance Certificate substantially in the form of Exhibit F-2 or Exhibit F-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Lender is a partnership and one or more direct or indirect partners of such Lender are claiming the portfolio interest exemption, such Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit F-4 on behalf of each such direct and indirect partner; and
(D) the Administrative Agent and any Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which the Administrative Agent or such Lender becomes the Administrative Agent or a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such Lender’s obligations under FATCA supplementary documentation as may be prescribed by applicable law to permit the Borrower, withholding agent or Administrative Agent to determine the amount withholding or deduction required to deduct and withhold from such payment. Solely for purposes of this Section 5.03(e), “FATCA” shall include any amendments made to FATCA after the date of this Agreementbe made.
Appears in 1 contract
Tax Documentation. (i) Any Lender that is entitled to an exemption from or reduction of withholding tax Tax with respect to payments under this Agreement or any other Loan Document shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times reasonably requested by the 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 raterate of withholding. Each Lender agrees that In addition, any Lender, if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify requested by the Borrower and or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent in writing of its legal inability as will enable the Borrower or the Administrative Agent to do sodetermine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in the immediately succeeding sentence Section 2.16(f)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. .
(i) Without limiting the generality of the foregoing, if :
(A) any Lender that is a payment made to a Lender “United States person” (as defined under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b7701(a)(30) of the Code, as applicable), such Lender ) shall deliver to the Borrower and the Administrative Agent at on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time or times prescribed by law and at such to time or times reasonably requested by thereafter upon the reasonable request of the Borrower or the Administrative Agent Agent), duly completed BUSINESS.29259741.231546920 and executed copies of Internal Revenue Service Form W-9 or any successor form certifying that such documentation prescribed by applicable law Lender is exempt from U.S. federal backup withholding tax;
(including as prescribed by Section 1471(b)(3)(C)(iB) of each Foreign Lender shall, to the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to comply with their obligations the date on which such Foreign Lender becomes a Lender under FATCA this Agreement (and from time to determine that such Lender has complied with such Lender’s obligations under FATCA time thereafter upon the reasonable request of the Borrower or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 5.03(eAdministrative Agent), “FATCA” shall include any amendments made to FATCA after whichever of the date of this Agreement.following is applicable:
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (North Haven Private Income Fund LLC)
Tax Documentation. (i) Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement or any other Loan Document shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law or reasonably requested by the Borrower or the Administrative AgentBorrower, such properly completed and executed documentation reasonably requested prescribed by the Borrower or the Administrative Agent applicable law as will permit such payments to be made without withholding or at a reduced rate. Each Lender agrees that In addition, any Lender, if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify requested by the Borrower and or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent in writing of its legal inability as will enable the Borrower or the Administrative Agent to do sodetermine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in the immediately succeeding sentence Section 2.16(f)(ii) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. .
(ii) Without limiting the generality of the foregoing, if :
(A) any Lender that is a payment made United States Person shall deliver to the Borrower and the Administrative Agent (and such additional copies as shall be reasonably requested by the recipient) on or prior to the date on which such Lender become a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), duly completed and executed copies of Internal Revenue Service Form W-9 or any Loan Document would be subject to successor form certifying that such Lender is exempt from U.S. federal backup withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA tax; and
(including those contained in Section 1471(bB) or 1472(b) of the Code, as applicable), such each Foreign Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at (in such time or times reasonably number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent Agent, but only if such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) Foreign Lender is legally entitled to do so), whichever of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 5.03(e), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.following is applicable:
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Owl Rock Capital Corp)
Tax Documentation. (i) Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement or any other Loan Document shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law or reasonably requested by the Borrower or the Administrative AgentBorrower, such properly completed and executed documentation reasonably requested prescribed by the Borrower or the Administrative Agent applicable law as will permit such payments to be made without withholding or at a reduced rate. Each Lender agrees that In addition, any Lender, if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify requested by the Borrower and 47 Revolving Credit Agreement or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent in writing of its legal inability as will enable the Borrower or the Administrative Agent to do sodetermine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in the immediately succeeding sentence Section 2.16(f)(ii) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. .
(ii) Without limiting the generality of the foregoing, if :
(A) any Lender that is a payment made United States Person shall deliver to the Borrower and the Administrative Agent (and such additional copies as shall be reasonably requested by the recipient) on or prior to the date on which such Lender become a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), duly completed and executed copies of Internal Revenue Service Form W-9 or any Loan Document would be subject to successor form certifying that such Lender is exempt from U.S. federal backup withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA tax; and
(including those contained in Section 1471(bB) or 1472(b) of the Code, as applicable), such each Foreign Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at (in such time or times reasonably number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent Agent, but only if such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) Foreign Lender is legally entitled to do so), whichever of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 5.03(e), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.following is applicable:
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Owl Rock Capital Corp)
Tax Documentation. Any (i) If the Administrativeany Agent or any Lender that is entitled to an exemption from or reduction of withholding tax Tax with respect to payments made under this Agreement any Credit Document, the Administrativesuch Agent or any other Loan Document such Lender shall deliver deliver, to the extent it is legally entitled to do so, to the Borrower (with a copy to and the Administrative Agent), at the time or times reasonably requested in writing by the Borrower or the Administrative Agent, such properly completed and executed documentation that is required by applicable law or the administrative practice of any Governmental Authority and that is reasonably requested in writing by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced raterate of withholding. Each Lender agrees that In addition, the Administrativeany Agent or any Lender, if any form or certification it previously delivered expires or becomes obsolete or inaccurate reasonably requested in any respect, it shall update such form or certification or promptly notify writing by the Borrower or the Administrative Agent, shall, to the extent it is legally entitled to do so, deliver such other documentation prescribed by applicable law and reasonably requested in writing by the Borrower or the Administrative Agent in writing of its legal inability as will enable the Borrower or the Administrative Agent to do so. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of determine whether or not such documentation (other than such documentation set forth in the immediately succeeding sentence below) shall not be required if in the Lender’s reasonable judgment such completion, execution Agent or submission would subject such Lender is subject to any material unreimbursed cost backup withholding or expense or would materially prejudice the legal or commercial position of such Lender. information reporting requirements.
(ii) Without limiting the generality of the foregoing,
(A) the Administrative Agent shall, if a payment made to a Lender the extent legally entitled to do so, deliver to the Borrower on or prior to the date on which it becomes the Administrative Agent under any Loan Document would be subject this Agreement (and from time to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with time thereafter upon the reasonable request of the Borrower), executed originals of the applicable reporting requirements of FATCA IRS Form W-8/W-9;
(including those contained in Section 1471(bB) or 1472(b) of the Code, as applicable), such any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent at on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time or times prescribed by law and at such to time or times reasonably requested by thereafter upon the reasonable request of the Borrower or the Administrative Agent Agent), executed originals of IRS Form W-9 certifying that such documentation prescribed by applicable law Lender is exempt from U.S. federal backup withholding tax;
(including as prescribed by Section 1471(b)(3)(C)(iC) of any Lender that is not a U.S. Person shall, to the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to comply the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable:
(1) in the case of a Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with their obligations respect to payments of interest under FATCA any Loan Document, executed originals of IRS Form W-8BEN or W-8BEN-E (as appropriate) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to determine any other applicable payments under any Credit Document, IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;
(2) executed originals of IRS Form W-8ECI;
(3) in the case of a Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Internal Revenue Code, (x) a certificate substantially in the form of Exhibit F-1 to the effect that such Lender has complied is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Internal Revenue Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN or W-8BEN-E (as appropriate); or
(4) to the extent a Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or W-8BEN-E (as appropriate), a U.S. Tax Compliance Certificate substantially in the form of Exhibit F-2 or Exhibit F-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Lender is a partnership and one or more direct or indirect partners of such Lender are claiming the portfolio interest exemption, such Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit F-4 on behalf of each such direct and indirect partner; and
(D) the Administrative Agent and any Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which the Administrative Agent or such Lender becomes the Administrative Agent or a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such Lender’s obligations under FATCA supplementary documentation as may be prescribed by applicable law to permit the Borrower, withholding agent or Administrative Agent to determine the amount withholding or deduction required to deduct and withhold from such payment. Solely for purposes of this Section 5.03(e), “FATCA” shall include any amendments made to FATCA after the date of this Agreementbe made.
Appears in 1 contract
Tax Documentation. Any The following provisions shall apply:
(i) Each Lender will deliver to the Borrower and to Administrative Agent, within fifteen (15) days after receipt of a reasonable request in writing from the Borrower or Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction specified in such request and such other reasonably requested information as will permit the Borrower or Administrative Agent, as the case may be, to determine (A) whether payments made hereunder or under any other Loan Document to such Lender are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender by the Borrower or any other Lender pursuant to this Agreement or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction.
(ii) Without limiting the generality of the foregoing, if the Borrower is resident for tax purposes in the United States, then within fifteen (15) days after receipt of a reasonable request in writing from the Borrower or Administrative Agent:
(A) any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Code will deliver to the Borrower and Administrative Agent executed originals of Internal Revenue Service Form W-9 or such other documentation or information prescribed by applicable Laws or reasonably requested by the Borrower or Administrative Agent as will enable the Borrower or Administrative Agent, as the case may be, to determine whether or not such Lender is subject to backup withholding or information reporting requirements; and
(B) each Foreign Lender that is entitled under the Code or any applicable treaty to an exemption from or reduction of withholding tax with respect to payments hereunder or under any other Loan Document will deliver to the Borrower and Administrative Agent (in such number of copies as specified below or as will be requested by the recipient), within fifteen (15) days after such Foreign Lender becomes a Lender under this Agreement or any other Loan Document shall deliver to the Borrower (with after receipt of a copy to the Administrative Agent), at the time or times reasonably requested by the reasonable request from Operating Borrower or the Administrative Agent, but only if such properly completed Foreign Lender is legally entitled to do so), whichever of the following is applicable:
(1) two executed originals of Internal Revenue Service Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States is a party,
(2) two executed originals of Internal Revenue Service Form W-8ECI,
(3) two executed originals of Internal Revenue Service Form W-8IMY and all required supporting documentation, or
(4) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Code, (x) a certificate to the effect that such Foreign Lender is not (1) a “bank” within the meaning of section 881(c)(3)(A) of the Code, (2) a “10 percent stockholder” of any Borrower within the meaning of section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” related to the Borrower, as described in section 881(c)(3)(C) of the Code and (y) 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. originals of Internal Revenue Service Form W-8BEN.
(iii) Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or will promptly notify the Borrower and the Administrative Agent of any change in writing of its legal inability to do so. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such circumstances which would modify or render invalid any documentation (other than such documentation set forth in the immediately succeeding sentence below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject information previously provided by such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. Without limiting the generality of the foregoing, if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by under Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 5.03(e2.10(e)(ii), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.
Appears in 1 contract
Sources: Borrowing Base Revolving Line of Credit Agreement (Industrial Income Trust Inc.)
Tax Documentation. (i) Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax Tax with respect to payments under this Agreement or any other Loan Document shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law or reasonably requested by the Borrower or the Administrative AgentBorrower, 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 raterate of withholding. Each Lender agrees that In addition, any Lender, if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify requested by the Borrower and or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent in writing of its legal inability as will enable the Borrower or the Administrative Agent to do sodetermine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in the immediately succeeding sentence Section 2.16(f)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. .
(ii) Without limiting the generality of the foregoing, if :
(A) any Lender that is a payment made to a Lender “United States person” (as defined under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b7701(a)(30) of the Code, ) shall deliver to the Borrower and the Administrative Agent (and such additional copies as applicableshall be reasonably requested by the recipient) on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), duly completed and executed originals of Internal Revenue Service Form W-9 or any successor form certifying that such Lender is exempt from U.S. federal backup withholding tax; and
(B) each Foreign Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at (in such time or times reasonably number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent Agent, but only if such documentation prescribed by applicable law Foreign Lender is legally entitled to do so), whichever of the following is applicable:
(including as prescribed by w) duly completed and executed originals of Internal Revenue Service Form W-8BEN or W-8BEN-E or any successor form claiming eligibility for benefits of an income tax treaty to which the United States is a party,
(x) duly completed and executed originals of Internal Revenue Service Form W-8ECI or any successor form certifying that the income receivable pursuant to this Agreement is effectively connected with the conduct of a trade or business in the United States,
(y) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 1471(b)(3)(C)(i881(c) of the Code, (1) a certificate substantially in the form of Exhibit F-1 to the effect that such Foreign Lender is not (I) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (II) a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or (III) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (2) duly completed and executed originals of Internal Revenue Service Form W-8BEN or W-8BEN-E (or any successor form) certifying that the Foreign Lender is not a United States Person, or
(z) to the extent a Foreign Lender is not the beneficial owner, duly completed and executed originals of Internal Revenue Service Form W-8IMY, accompanied by Internal Revenue Service Form W-8ECI, Internal Revenue Service Form W-8BEN or W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit F-2 or Exhibit F-3, Internal Revenue Service Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such additional documentation reasonably requested by Foreign Lender are claiming the Borrower or portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the Administrative Agent as may be necessary for the Borrower form of Exhibit F-4 on behalf of each such direct and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 5.03(e), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.indirect partner;
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Goldman Sachs BDC, Inc.)
Tax Documentation. (i) Any Lender that is entitled to an exemption from or reduction of withholding tax Tax with respect to payments under this Agreement or any other Loan Document shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times reasonably requested by the 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 raterate of withholding. Each Lender agrees that In addition, any Lender, if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify requested by the Borrower and or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent in writing of its legal inability as will enable the Borrower or the Administrative Agent to do sodetermine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in the immediately succeeding sentence Section 2.16(f)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. .
(ii) (i) Without limiting the generality of the foregoing, if :
(A) any Lender that is a payment made to a Lender “United States person” (as defined under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b7701(a)(30) of the Code, as applicable), such Lender ) shall deliver to the Borrower and the Administrative Agent at on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time or times prescribed by law and at such to time or times reasonably requested by thereafter upon the reasonable request of the Borrower or the Administrative Agent Agent), duly completed and executed copies of Internal Revenue Service Form W-9 or any successor form certifying that such documentation prescribed by applicable law Lender is exempt from U.S. federal backup withholding tax;
(including as prescribed by Section 1471(b)(3)(C)(iB) of each Foreign Lender shall, to the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to comply with their obligations the date on which such Foreign Lender becomes a Lender under FATCA this Agreement (and from time to determine that such Lender has complied with such Lender’s obligations under FATCA time thereafter upon the reasonable request of the Borrower or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 5.03(eAdministrative Agent), “FATCA” shall include any amendments made to FATCA after whichever of the date of this Agreement.following is applicable:
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Goldman Sachs BDC, Inc.)
Tax Documentation. (i) Any Lender that is entitled to an exemption from or reduction of withholding tax Tax, with respect to payments under this Agreement or any other Loan Document shall deliver to the Borrower (with a copy to and the Administrative Agent), at the time or times prescribed by applicable law or reasonably requested by the 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. Each Lender agrees that In addition, any Lender, if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify requested by the Borrower and or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent in writing of its legal inability as will enable the Borrower or the Administrative Agent to do sodetermine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in the immediately succeeding sentence Section 2.16(f)(ii)(A) and (B) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. .
(ii) Without limiting the generality of the foregoing, if :
(A) any Lender that is a payment made U.S. Person shall deliver to the Borrower and the Administrative Agent (and such additional copies as shall be reasonably requested by the recipient) on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), duly completed and executed copies of Internal Revenue Service Form W-9 or any Loan Document would be subject to successor form certifying that such Lender is exempt from U.S. federal backup withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA Tax; and
(including those contained in Section 1471(bB) or 1472(b) of the Code, as applicable), such each Foreign Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at (in such time or times reasonably number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent Agent, but only if such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) Foreign Lender is legally entitled to do so), whichever of the Code) following is applicable: DOCVARIABLE #DNDocID \* MERGEFORMAT 748401849 77 Second Amended and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 5.03(e), “FATCA” shall include any amendments made to FATCA after the date of this Restated Revolving Credit Agreement.
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Pennantpark Investment Corp)
Tax Documentation. (i) Any Lender that is entitled to an exemption from or reduction of withholding tax Tax, with respect to payments under this Agreement or any other Loan Document shall deliver to the Borrower (with a copy to and the Administrative Agent), at the time or times reasonably requested by the 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 raterate of withholding. Each Lender agrees that In addition, any Lender, if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify reasonably requested by the Borrower and or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent in writing of its legal inability as will enable the Borrower or the Administrative Agent to do sodetermine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in the immediately succeeding sentence Section 2.16(f)(ii)(A), (B) and (D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. .
(ii) Without limiting the generality of the foregoing, if :
(A) any Lender that is a payment made U.S. Person shall deliver to the Borrower and the Administrative Agent (and such additional copies as shall be reasonably requested by the recipient) on or prior to the date on which such L▇▇▇▇▇ becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), duly completed and executed copies of IRS Form W-9 or any Loan Document would be subject to successor form certifying that such Lender is exempt from U.S. federal backup withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA Tax; and
(including those contained in Section 1471(bB) or 1472(b) of the Code, as applicable), such each Foreign Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at (in such time or times reasonably number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent Agent, but only if such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) Foreign Lender is legally entitled to do so), whichever of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 5.03(e), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.following is applicable:
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Chicago Atlantic BDC, Inc.)
Tax Documentation. Any (i) Each 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 (with a copy and to the Administrative Agent), at the time it becomes a party to this Agreement, at the time or times prescribed by applicable Laws, when reasonably requested by the Borrower or the Administrative Agent, and promptly upon the obsolescence, invalidity or expiration of any form previously provided by such Lender, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other reasonably requested information as will permit the Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not payments made hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender pursuant to this Agreement, any other Loan Document or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction.
(ii) Without limiting the generality of the foregoing:
(A) any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Code shall deliver to the Borrower and the Administrative Agent executed originals of IRS Form W-9 (and any applicable successor form) and such other documentation or information prescribed by applicable Laws or reasonably requested by the Borrower or the Administrative Agent as will permit certifying that such Lender is exempt from U.S. federal backup withholding tax; and
(B) each Foreign Lender that is entitled under the Code or any applicable treaty to an exemption from or reduction of United States federal withholding tax with respect to payments hereunder or under any other Loan Document shall deliver to be made without withholding or at a reduced rate. Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing on or prior to the date on which such Foreign Lender becomes a party to this Agreement (and from time to time thereafter upon the reasonable request of its legal inability the Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so. Notwithstanding anything ), whichever of the following is applicable:
(I) two accurate and complete executed copies of IRS Form W-8BEN or W-8BEN-E (or successor form) claiming eligibility for benefits of an income tax treaty to which the contrary United States is a party;
(II) two accurate and complete executed copies of IRS Form W-8ECI or W-8EXP (or successor form);
(III) two accurate and complete executed copies of IRS Form W-8IMY (or successor form) and all required supporting documentation;
(IV) in the preceding two sentences, case of a Foreign Lender claiming the completion, execution and submission of such documentation (other than such documentation set forth in the immediately succeeding sentence below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. Without limiting the generality benefits of the foregoing, if a payment made to a Lender exemption for portfolio interest under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b881(c) of the Code, two accurate and complete executed copies of (x) a certificate to the effect that such Foreign Lender is not (A) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (B) a “10-percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code and (y) IRS Form W-8BEN or W-8BEN-E (or successor form); or
(V) two accurate and complete executed copies of any other form prescribed by applicable Laws as applicable), a basis for claiming exemption from or a reduction in United States federal withholding tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made. The forms described in this Section 3.01(e)(ii) shall be provided by each Lender shall deliver to the Borrower and the Administrative Agent at the time such Lender becomes a party to this Agreement, at the time or times prescribed by law and at such time or times applicable Laws, when reasonably requested by the Borrower or the Administrative Agent such documentation prescribed Agent, and promptly upon the obsolescence, invalidity or expiration of any form previously provided by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 5.03(e), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.
Appears in 1 contract
Tax Documentation. (i) Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement or any other Loan Document shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law or reasonably requested by the Borrower or the Administrative AgentBorrower, such properly completed and executed documentation reasonably requested prescribed by the Borrower or the Administrative Agent applicable law as will permit such payments to be made without withholding or at a reduced rate. Each Lender agrees that In addition, any Lender, if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify requested by the Borrower and or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent in writing of its legal inability as will enable the Borrower or the Administrative Agent to do sodetermine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in the immediately succeeding sentence Section 2.16(f)(ii) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. .
(ii) Without limiting the generality of the foregoing, if :
(A) any Lender that is a payment made to a Lender “United States person” (as defined under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b7701(a)(30) of the Code, ) shall deliver to the Borrower and the Administrative Agent (and such additional copies as applicableshall be reasonably requested by the recipient) on or prior to the date on which such Lender become a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), duly completed and executed copies of Internal Revenue Service Form W-9 or any successor form certifying that such Lender is exempt from U.S. federal backup withholding tax; and
(B) each Foreign Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at (in such time or times reasonably number of copies as shall be requested by the Borrower recipient) on or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent prior to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 5.03(e), “FATCA” shall include any amendments made to FATCA after the date of on which such Foreign Lender becomes a Lender under this Agreement.Agreement (and from time to time thereafter upon the reasonable
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (TPG Specialty Lending, Inc.)
Tax Documentation. (i) Any Lender that is entitled to an exemption from or reduction of withholding tax Tax, with respect to payments under this Agreement or any other Loan Document shall deliver to the Borrower (with a copy to and the Administrative Agent), at the time or times prescribed by applicable law or reasonably requested by the 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. Each Lender agrees that In addition, any Lender, if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify requested by the Borrower and or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent in writing of its legal inability as will enable the Borrower or the Administrative Agent to do sodetermine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in the immediately succeeding sentence Section 2.16(f)(ii)(A) and (B) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. .
(ii) Without limiting the generality of the foregoing, if :
(A) any Lender that is a payment made U.S. Person shall deliver to the Borrower and the Administrative Agent (and such additional copies as shall be reasonably requested by the recipient) on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), duly completed and executed copies of Internal Revenue Service Form W-9 or any Loan Document would be subject to successor form certifying that such Lender is exempt from U.S. federal backup withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA Tax; and
(including those contained in Section 1471(bB) or 1472(b) of the Code, as applicable), such each Foreign Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at (in such time or times reasonably number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent Agent, but only if such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) Foreign Lender is legally entitled to do so), whichever of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 5.03(e), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.following is applicable:
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Pennantpark Investment Corp)
Tax Documentation. Any (i) If any Agent or any Lender that is entitled to an exemption from or reduction of withholding tax Tax with respect to payments made under this Agreement any Loan Document, such Agent or any other Loan Document such Lender shall deliver to the Borrower (with a copy to Representative and the Administrative Agent), at the time or times reasonably requested by the Borrower Representative or the Administrative Agent, such properly completed and 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 raterate of withholding. Each Lender agrees that In addition, any Agent or any Lender, if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify reasonably requested by the Borrower and 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 in writing of its legal inability as will enable any Borrower or the Administrative Agent to do sodetermine whether or not such Agent or such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in the immediately succeeding sentence belowSections 2.18(g)(ii)(A), (B), (D) and (E)) shall not be required if in the Agent’s or Lender’s reasonable judgment such completion, execution or submission would subject such Agent or such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Agent or such Lender. .
(ii) Without limiting the generality of the foregoing:
(A) any Lender or Agent that is a U.S. Person shall deliver to the Borrower Representative and the Administrative Agent on or prior to the date on which such Lender or such Agent becomes a Lender or Agent under this Agreement (and from time to time thereafter upon the reasonable request of any Borrower or the Administrative Agent), executed originals of IRS Form W-9 certifying that such Lender or Agent is a U.S. Person and is exempt from U.S. federal backup withholding Tax;
(B) any Foreign Lender and Agent that is not a U.S. Person shall, to the extent it is legally entitled to do so, deliver to the Borrower Representative and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender or such Agent, as applicable, becomes a Lender or Agent under this Agreement (and from time to time thereafter upon the reasonable request of any Borrower or the Administrative Agent), whichever of the following is applicable:
i. in the case of a Foreign Lender or Agent claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E, as appropriate, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty, and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or IRS Form W-8BEN-E, as appropriate, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;
ii. executed originals of IRS Form W-8ECI;
iii. in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit 2.18A to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of any Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”), and (y) executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E, as appropriate; or
iv. to the extent a Foreign Lender or Agent is not the Beneficial Owner, (x) executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or IRS Form W-8BEN-E as appropriate, a U.S. Tax Compliance Certificate substantially in the form of Exhibit 2.18B or Exhibit 2.18C, IRS Form W-9, and/or other certification documents from each Beneficial Owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit 2.18D on behalf of each such direct and indirect partner;
(C) any Foreign Lender or Agent that is not a U.S. Person shall, to the extent it is legally entitled to do so, deliver to the Borrower Representative and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender or Agent becomes a Lender or Agent under this Agreement (and from time to time thereafter upon the reasonable request of any Borrower or the Administrative Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit any Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and
(D) if a payment made to a an Agent or Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Agent or such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Agent or such Lender shall deliver to the Borrower Representative and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the any Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the any Borrower or the Administrative Agent as may be necessary for the such Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Agent or such Lender has complied with such LenderAgent’s or such ▇▇▇▇▇▇’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 5.03(eclause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. For the avoidance of doubt, the Borrowers and the Administrative Agent shall be permitted to withhold any Taxes imposed by FATCA.
(E) Notwithstanding the foregoing, the Administrative Agent shall deliver to the Borrower on or prior to the date on which it becomes an Administrative Agent under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower):
i. in the case of an Administrative Agent that is not a U.S. Person:
1. executed originals of IRS Form W-8ECI with respect to any amounts payable to the Administrative Agent for its own account; and
2. executed originals of IRS Form W-8IMY with respect to any amounts payable to the Administrative Agent for the account of others, certifying that it is a “U.S. branch” and that the payments it receives for the account of others are not effectively connected with the conduct of its trade or business within the United States and that it is using such form as evidence of its agreement with the Borrower to be treated as a U.S. person with respect to such payments (and the Borrower and the Administrative Agent agree to so treat the Administrative Agent as a U.S. person with respect to such payments as contemplated by Section 1.1441-1(b)(2)(iv) of the United States Treasury Regulations); and
3. such other forms or certifications as may be sufficient under applicable law to establish whether the Administrative Agent is entitled to receive any payment by any Borrower under this Agreement (whether for its own account or for the account of others) without deduction or withholding, or at a reduced rate of withholding, of any U.S. federal income Taxes; unless in any such case (other than with respect to U.S. backup withholding tax) there has been a Change in Law which renders all such forms inapplicable or which would prevent the Administrative Agent from duly completing and delivering any such form with respect to it and the Administrative Agent so advises the Borrower Representative.
ii. in the case of an Administrative Agent that is a U.S. Person, executed originals of IRS Form W-9 certifying that such Administrative Agent is a U.S. Person and is exempt from U.S. federal backup withholding Tax. Each Agent and each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification and deliver such updated form to the Borrower Representative and the Administrative Agent and, if necessary, obtain any extensions of time reasonably requested by the Borrower Representative or the Administrative Agent for filing and completing any forms or certificates described in this Section 2.18(g).
Appears in 1 contract
Tax Documentation. (i) Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement or any other Loan Document shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law or reasonably requested by the Borrower or the Administrative AgentBorrower, such properly completed and executed documentation reasonably requested prescribed by the Borrower or the Administrative Agent applicable law as will permit such payments to be made without withholding or at a reduced rate. Each Lender agrees that In addition, any Lender, if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify requested by the Borrower and or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent in writing of its legal inability as will enable the Borrower or the Administrative Agent to do sodetermine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in the immediately succeeding sentence Section 2.16(f)(ii) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. .
(i) Without limiting the generality of the foregoing, if :
(A) any Lender that is a payment made to a Lender “United States person” (as defined under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b7701(a)(30) of the Code, ) shall deliver to the Borrower and the Administrative Agent (and such additional copies as applicableshall be reasonably requested by the recipient) on or prior to the date on which such Lender become a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), duly completed and executed copies of Internal Revenue Service Form W-9 or any successor form certifying that such Lender is exempt from U.S. federal backup withholding tax; and
(B) each Foreign Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at (in such time or times reasonably number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent Agent, but only if such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) Foreign Lender is legally entitled to do so), whichever of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 5.03(e), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.following is applicable:
Appears in 1 contract
Sources: Credit Agreement (TCG Bdc, Inc.)
Tax Documentation. (i) Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement or any other Loan Document shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law or reasonably requested by the Borrower or the Administrative AgentBorrower, such properly completed and executed documentation reasonably requested prescribed by the Borrower or the Administrative Agent applicable law as will permit such payments to be made without withholding or at a reduced rate. Each Lender agrees that In addition, any Lender, if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify requested by the Borrower and or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent in writing of its legal inability as will enable the Borrower or the Administrative Agent to do sodetermine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in the immediately succeeding sentence Section 2.16(f)(ii) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. .
(ii) Without limiting the generality of the foregoing, if :
(A) any Lender that is a payment made U.S. Person shall deliver to the Borrower and the Administrative Agent (and such additional copies as shall be reasonably requested by the recipient) on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), duly completed and executed copies of Internal Revenue Service Form W-9 or any Loan Document would be subject to successor form certifying that such Lender is exempt from U.S. federal backup withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA tax; and
(including those contained in Section 1471(bB) or 1472(b) of the Code, as applicable), such each Foreign Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at (in such time or times reasonably number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent Agent, but only if such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) Foreign Lender is legally entitled to do so), whichever of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 5.03(e), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.following is applicable:
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Sixth Street Specialty Lending, Inc.)