Common use of Lender Tax Information Clause in Contracts

Lender Tax Information. (a) Each Lender shall deliver documentation and information to the Agent and the Borrower Agent, at the times and in form required by applicable law or reasonably requested by the Agent or the Borrower, sufficient to permit the Agent or the Borrower to determine (a) whether or not payments made with respect to Obligations 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 for such payments or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction. (b) If the Borrower is resident for tax purposes in the United States, any Lender that is a “United States person” within the meaning of section 7701(a)(30) of the Code shall deliver to the Agent and the Borrower IRS Form W-9 or such other documentation or information prescribed by applicable law or reasonably requested by the Agent or the Borrower to determine whether such Lender is subject to backup withholding or information reporting requirements. If any foreign Lender is entitled to any exemption from or reduction of withholding tax for payments with respect to the Obligations, it shall deliver to the Agent and the Borrower, on or prior to the date on which it becomes a Lender hereunder (and from time to time thereafter upon request by the Agent or the Borrower, but only if such foreign Lender is legally entitled to do so), (a) IRS Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States is a party; (b) IRS Form W-8ECI; (c) IRS Form W-8IMY and all required supporting documentation; (d) in the case of a foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Code, IRS Form W-8BEN and a certificate showing 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; or (e) any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in withholding tax, together with such supplementary documentation necessary to allow the Agent and the Borrower to determine the withholding or deduction required to be made. (c) Each Lender shall promptly notify the Borrower and the Agent of any change in circumstances that would change any claimed Tax exemption or reduction. Each Lender shall indemnify, hold harmless and reimburse (within 10 days after demand therefor) the Borrower and Agent for any Taxes, losses, claims, liabilities, penalties, interest and expenses (including Attorney Costs) incurred by or asserted against the Borrower or the Agent by any Governmental Authority due to such Lender’s failure to deliver, or inaccuracy or deficiency in, any documentation required to be delivered by it pursuant to this Section. Each Lender authorizes Agent to set off any amounts due to the Agent under this Section against any amounts payable to such Lender under any Loan Document. The obligation of the Lenders under this subsection shall survive the payment of all Obligations and the resignation or replacement of the Agent.