Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Borrowers and to the Administrative Agent, at the time or times reasonably requested by the Borrowers or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other information reasonably requested by the Borrowers or the Administrative Agent as will permit the Borrowers or the Administrative Agent, as the case may be, to determine (A) whether or not any 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 any payments to be made to such Lender by any Borrower pursuant to this Agreement or otherwise to establish such Lender’s status for withholding Tax purposes in the applicable jurisdiction including, for the avoidance of doubt, such other documentation 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. (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 Borrowers 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 request of such Borrower or the Administrative Agent) two executed originals of IRS Form W-9; 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 any payments hereunder or under any other Loan Document shall deliver to the Borrowers and the Administrative Agent, 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 such Borrower or the Administrative Agent), two copies of whichever of the following is applicable: (I) executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, claiming eligibility for benefits of an income tax treaty to which the United States is a party, (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 G-1 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 Borrowers 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 that no interest payments under any Loan Document are effectively connected with such Foreign Lender’s conduct of a United States trade or business (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, (IV) 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 IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit G-3, 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 not a participating Lender) 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 G-4 on behalf of such direct and indirect partner(s), or (V) executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal withholding Tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Borrowers or the Administrative Agent to determine the withholding or deduction required to be made. (iii) Each Lender agrees that if any documentation it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such documentation promptly or promptly notify the Borrowers and the Administrative Agent in writing of its legal ineligibility to do so. Notwithstanding any other provision of this Section 3.01(e), no Lender shall be required to deliver any documentation such Lender is not legally eligible to deliver.
Appears in 4 contracts
Samples: Credit Agreement (MGM Resorts International), Credit Agreement (MGM Resorts International), Credit Agreement (MGM Resorts International)
Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Borrowers Borrower and to the Administrative Agent, at the such time or times reasonably requested by the Borrowers Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other information reasonably requested by the Borrowers or the Administrative Agent information as will permit the Borrowers Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not any 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 any payments to be made to such Lender by any Borrower Loan Party pursuant to this Agreement any Loan Document or otherwise to establish such Lender’s status for withholding Tax tax purposes in the applicable jurisdiction includingjurisdiction. Any documentation and information required to be delivered by a Lender pursuant to this Section 3.01(e) (including any specific documentation set forth in subsection (ii) below) shall be delivered by such Lender (i) on or prior to the Effective Date (or on or prior to the date it becomes a party to this Agreement), for (ii) on or before any date on which such documentation expires or becomes obsolete, (iii) after the avoidance occurrence of doubtany change in the Lender’s circumstances requiring a change in the most recent documentation previously delivered by it to the Borrower and the Administrative Agent and (iv) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent, and each such Lender shall promptly notify in writing the Borrower and the Administrative Agent if such Lender is no longer legally eligible to provide any documentation previously provided.
(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 Internal Revenue Service Form W-9 or such other documentation or information prescribed by applicable Laws or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent Agent, as the case may be, to determine whether or not such Lender is subject to backup withholding or information reporting requirements.
(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 Borrowers 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 request of such Borrower or the Administrative Agent) two executed originals of IRS Form W-9; and
(B) each Foreign Lender that is entitled under the Code or any applicable treaty to an exemption from or reduction of withholding Tax tax with respect to any payments hereunder or under any other Loan Document shall deliver to the Borrowers Borrower and the Administrative Agent, on or prior to Agent (in such number of copies as shall be requested by the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of such Borrower or the Administrative Agent), two copies of recipient) whichever of the following is applicable:
(I1) executed originals of IRS Internal Revenue Service Form W-8BEN (or IRS Form W-8BEN-E, as applicable, any successor form thereto) claiming eligibility for benefits of an income tax treaty to which the United States is a party,;
(II2) executed originals of IRS Internal Revenue Service Form W-8ECI,W-8ECI (or any successor form thereto);
(III3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section Section 881(c) of the Code, (x) a certificate certificate, substantially in the form of Exhibit G-1 X-0, X-0, X-0 or H-4 (a “Non-Bank Certificate”), to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section Section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the Borrowers Borrower within the meaning of section Section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in section Section 881(c)(3)(C) of the Code Code, and that no interest payments under any Loan Document are effectively connected with such Foreign Lender’s conduct of a United States trade or business (a “U.S. Tax Compliance Certificate”) income and (y) executed originals of IRS Form W-8BEN or IRS Internal Revenue Service Form W-8BEN-E, as applicable,;
(IV4) to the extent a Foreign where such Lender is a partnership (for U.S. federal income tax purposes) or otherwise not the a beneficial ownerowner (e.g., executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECIwhere such Lender has sold a participation), IRS Form W-8BEN W-8IMY (or IRS Form W-8BEN-Eany successor thereto) and all required supporting documentation (including, where one or more of the underlying beneficial owner(s) is claiming the benefits of the portfolio interest exemption, a U.S. Tax Compliance Non-Bank Certificate substantially in the form of Exhibit G-2 or Exhibit G-3such beneficial owner(s) (provided that, 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 not a participating Lender, the Non-Bank Certificate(s) and one or more direct or indirect partners of such may be provided by the 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 G-4 on behalf of such direct and indirect partner(sthe beneficial owner(s), ); or
(V5) executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal federal withholding Tax tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Borrowers Borrower or the Administrative Agent to determine the withholding or deduction required to be made.
(iii) Each If a payment made to a Lender agrees that under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if any documentation it previously delivered expires such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or becomes obsolete or inaccurate in any respect1472(b) of the Code, it as applicable), such Lender shall update such documentation promptly or promptly notify deliver to the Borrowers Borrower and the Administrative Agent in writing 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 its legal ineligibility 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 do socomply with their obligations under FATCA and to determine whether such Lender has complied with such Lender’s obligations under FATCA or to determine the amount, if any, to deduct and withhold from such payment. Notwithstanding any other provision Solely for purposes of this clause (iii), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.
(iv) Notwithstanding anything to the contrary in this Section 3.01(e)3.01, no Lender shall be required to deliver any documentation such Lender that it is not legally eligible to deliver.
Appears in 3 contracts
Samples: Credit Agreement (Polymer Group Inc), Credit Agreement (Polymer Group Inc), Senior Secured Bridge Credit Agreement (Polymer Group Inc)
Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Borrowers Lead Borrower and to the Administrative Agent, at the such time or times reasonably requested by the Borrowers Lead Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other information reasonably requested by the Borrowers or the Administrative Agent information as will permit the Borrowers Lead Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not any 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 any payments to be made to such Lender by any Borrower Loan Party pursuant to this Agreement any Loan Document or otherwise to establish such Lender’s status for withholding Tax tax purposes in the applicable jurisdiction includingjurisdiction. Any documentation and information required to be delivered by a Lender pursuant to this Section 3.01(e) (including any specific documentation set forth in subsection (ii) below) shall be delivered by such Lender (i) on or prior to the Closing Date (or on or prior to the date it becomes a party to this Agreement), (ii) on or before any date on which such documentation expires or becomes obsolete, (iii) after the occurrence of any change in the Lender’s circumstances requiring a change in the most recent documentation previously delivered by it to the Lead Borrower and the Administrative Agent and (iv) from time to time thereafter if reasonably requested by the Lead Borrower or the Administrative Agent, and each such Lender shall promptly notify in writing the Lead Borrower and the Administrative Agent if such Lender is no longer legally eligible to provide any documentation previously provided.
(ii) Without limiting the generality of the foregoing, if any Borrower is resident for tax purposes in the avoidance United States:
(A) any Lender that is a “United States person” within the meaning of doubt, Section 7701(a)(30) of the Code shall deliver to the Lead Borrower and the Administrative Agent executed originals of Internal Revenue Service Form W-9 or such other documentation as will enable or information prescribed by applicable Laws or reasonably requested by the Lead Borrower or the Administrative Agent as will enable the Lead Borrower 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.
(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 Borrowers 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 request of such Borrower or the Administrative Agent) two executed originals of IRS Form W-9; and
(B) each Foreign Lender that is entitled under the Code or any applicable treaty to an exemption from or reduction of withholding Tax tax with respect to any payments hereunder or under any other Loan Document shall deliver to the Borrowers Lead Borrower and the Administrative Agent, on or prior to Agent (in such number of copies as shall be requested by the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of such Borrower or the Administrative Agent), two copies of recipient) whichever of the following is applicable:
(I1) executed originals of IRS Internal Revenue Service Form W-8BEN (or IRS Form W-8BEN-E, as applicable, any successor form thereto) claiming eligibility for benefits of an income tax treaty to which the United States is a party,;
(II2) executed originals of IRS Internal Revenue Service Form W-8ECI,W-8ECI (or any successor form thereto);
(III3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section Section 881(c) of the Code, (x) a certificate certificate, substantially in the form of Exhibit G-1 X-0, X-0, X-0 or J-4 (a “Non-Bank Certificate”), to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section Section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the Borrowers any Borrower within the meaning of section Section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in section Section 881(c)(3)(C) of the Code Code, and that no interest payments under any Loan Document are effectively connected with such Foreign Lender’s conduct of a United States trade or business (a “U.S. Tax Compliance Certificate”) income and (y) executed originals of IRS Form W-8BEN or IRS Internal Revenue Service Form W-8BEN-E, as applicable,;
(IV4) to the extent a Foreign where such Lender is a partnership (for U.S. federal income tax purposes) or otherwise not the a beneficial ownerowner (e.g., executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECIwhere such Lender has sold a participation), IRS Form W-8BEN W-8IMY (or IRS Form W-8BEN-Eany successor thereto) and all required supporting documentation (including, where one or more of the underlying beneficial owner(s) is claiming the benefits of the portfolio interest exemption, a U.S. Tax Compliance Non-Bank Certificate substantially in the form of Exhibit G-2 or Exhibit G-3such beneficial owner(s) (provided that, 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 not a participating Lender, the Non-Bank Certificate(s) and one or more direct or indirect partners of such may be provided by the 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 G-4 on behalf of such direct and indirect partner(sthe beneficial owner(s), ); or
(V5) executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal federal withholding Tax tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Borrowers Lead Borrower or the Administrative Agent to determine the withholding or deduction required to be made.
(iii) Each Lender agrees that if any documentation it previously delivered expires or becomes obsolete or inaccurate Notwithstanding anything to the contrary in any respect, it shall update such documentation promptly or promptly notify the Borrowers and the Administrative Agent in writing of its legal ineligibility to do so. Notwithstanding any other provision of this Section 3.01(e)3.01, no Lender shall be required to deliver any documentation such Lender that it is not legally eligible to deliver.
Appears in 3 contracts
Samples: Credit Agreement (Polymer Group Inc), Credit Agreement (Dominion Textile (Usa), L.L.C.), Credit Agreement (Dominion Textile (Usa), L.L.C.)
Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Borrowers Borrower and to the Administrative Agent, at the time or times prescribed by applicable Requirements of Law or when reasonably requested by the Borrowers Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws Requirements of Law or by the taxing authorities of any jurisdiction and such other information reasonably requested by the Borrowers or the Administrative Agent information as will permit the Borrowers Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not any payments made by the Borrower 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 any all payments to be made to such Lender by any the Borrower pursuant to this Agreement or otherwise to establish such Lender’s status for withholding Tax tax purposes in the applicable jurisdiction includingjurisdictions.
(ii) Without limiting the generality of the foregoing, if the Borrower is resident for tax purposes in the avoidance United States,
(A) any Lender that is a “United States person” within the meaning of doubt, Section 7701(a)(30) of the Code shall deliver to the Borrower and the Administrative Agent executed originals of IRS Form W-9 or such other documentation or information prescribed by applicable Requirements of Law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent Agent, as the case may be, to determine whether or not such Lender is subject to backup withholding or information reporting requirements.
(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 Borrowers 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 request of such Borrower or the Administrative Agent) two executed originals of IRS Form W-9; and
(B) each Foreign Lender that is entitled under the Code or any applicable treaty to an exemption from or reduction of withholding Tax tax with respect to any payments hereunder or under any other Loan Document shall deliver to the Borrowers Borrower and the Administrative Agent, Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of such the Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), two copies of whichever of the following is applicable:
(I) executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, claiming eligibility for benefits of an income tax treaty to which the United States is a party,
(II) executed originals of IRS Form W-8ECI,
(III) executed originals of IRS Form W-8IMY and all required supporting documentation,
(IV) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit G-1 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 Borrowers 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 that no interest payments under any Loan Document are effectively connected with such Foreign Lender’s conduct of a United States trade or business (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable,
(IV) 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 IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit G-3, 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 not a participating Lender) 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 G-4 on behalf of such direct and indirect partner(s)W- 8BEN, or
(V) executed originals of any other form prescribed by applicable Laws Requirements of Law as a basis for claiming exemption from or a reduction in United States Federal withholding Tax together with such supplementary documentation as may be prescribed by applicable Laws Requirements of Law to permit the Borrowers Borrower or the Administrative Agent to determine the withholding or deduction required to be made.
(iii) Each Lender agrees that if any documentation it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such documentation promptly or promptly (A) notify the Borrowers Borrower and the Administrative Agent of any change in writing circumstances which would modify or render invalid any claimed exemption or reduction, 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 legal ineligibility Lending Office) to do so. Notwithstanding avoid any other provision requirement of this Section 3.01(e), no Lender shall be required applicable Requirements of Law of any jurisdiction that the Borrower or the Administrative Agent make any withholding or deduction for taxes from amounts payable to deliver any documentation such Lender is not legally eligible to deliverLender.
Appears in 3 contracts
Samples: Credit Agreement (Babcock & Wilcox Co), Credit Agreement (Babcock & Wilcox Co), Credit Agreement (McDermott International Inc)
Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Borrowers Borrower Agent and to the Administrative Agent, at the time or times prescribed by applicable Laws or when reasonably requested by the Borrowers Borrower Agent or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other information reasonably requested by the Borrowers or the Administrative Agent information as will permit the Borrowers Borrower Agent or the Administrative Agent, as the case may be, to determine (A) whether or not any 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 any all payments to be made to such Lender by any Borrower the Loan Parties pursuant to this Agreement or otherwise to establish such Lender’s status for withholding Tax tax purposes in the applicable jurisdiction includingjurisdiction.
(ii) Without limiting the generality of the foregoing, if a Borrower is resident for tax purposes in the avoidance United States,
(A) any Lender that is a “United States person” within the meaning of doubt, Section 7701(a)(30) of the Code shall deliver to the Borrower Agent and the 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 Agent or the Administrative Agent as will enable the Borrower Agent or the Administrative Agent Agent, as the case may be, to determine whether or not such Lender is subject to backup withholding or information reporting requirements.
(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 Borrowers 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 request of such Borrower or the Administrative Agent) two executed originals of IRS Form W-9; and
(B) each Foreign Lender that is entitled under the Code or any applicable treaty to an exemption from or reduction of withholding Tax tax with respect to any payments hereunder or under any other Loan Document shall deliver to the Borrowers Borrower Agent and the Administrative Agent, Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of such the Borrower Agent or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), two copies of whichever of the following is applicable:
(I) executed originals of IRS Form W-8BEN or IRS Internal Revenue Service Form W-8BEN-EE (or, as applicable, if applicable W-8BEN) claiming eligibility for benefits of an income tax treaty to which the United States is a party,
(II) executed originals of IRS Internal Revenue Service Form W-8ECI,
(III) executed originals of Internal Revenue Service Form W-8IMY and all required supporting documentation,
(IV) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit G-1 to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section Section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the Borrowers any Borrower within the meaning of section Section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in section Section 881(c)(3)(C) of the Code and that no interest payments under any Loan Document are effectively connected with such Foreign Lender’s conduct of a United States trade or business (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN or IRS Internal Revenue Service Form W-8BEN-E, as applicable,
(IV) 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 IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit G-3, 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 not a participating Lender) 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 G-4 on behalf of such direct and indirect partner(s), or
(V) executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal federal withholding Tax tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Borrowers Borrower Agent or the Administrative Agent to determine the withholding or deduction required to be made.; and
(C) 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 Agent and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by any Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by any Borrower or the Administrative Agent as may be necessary for the Borrowers and the Administrative Agent to comply with their obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (C), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. For purposes of this Section 3.01, “Laws” shall include FATCA
(iii) Each Lender agrees that if any documentation it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such documentation promptly or promptly (A) notify the Borrowers Borrower Agent and the Administrative Agent of any change in writing circumstances which would modify or render invalid any claimed exemption or reduction, 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 legal ineligibility Lending Office) to do so. Notwithstanding avoid any other provision requirement of this Section 3.01(e), no Lender shall be required applicable Laws of any jurisdiction that the Loan Parties or the Administrative Agent make any withholding or deduction for taxes from amounts payable to deliver any documentation such Lender is not legally eligible to deliverLender.
Appears in 3 contracts
Samples: Credit Agreement (Purple Innovation, Inc.), Credit Agreement (Purple Innovation, Inc.), Credit Agreement (Landec Corp \Ca\)
Status of Lenders; Tax Documentation. (i) Each The Administrative Agent and each Lender and L/C Issuer shall deliver to the Borrowers Borrower and to the Administrative Agent, on the date it becomes a party to this Agreement, at the time or times prescribed by applicable Laws and when reasonably requested by the Borrowers Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other information reasonably requested by the Borrowers or the Administrative Agent information as will permit the Borrowers Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not any 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 the Administrative Agent’s, the Lender’s or L/C Issuer’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of any all payments to be made to the Administrative Agent or such Lender or L/C Issuer, as applicable, by any the Borrower pursuant to this Agreement or otherwise to establish the Administrative Agent’s or such Lender’s or L/C Issuer’s status for withholding Tax tax purposes in the applicable jurisdiction including, for the avoidance of doubt, such other documentation as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirementsjurisdiction.
(ii) Without limiting the generality of the foregoing,
(A) the Administrative Agent and any Lender or L/C Issuer that is a “United States Personperson” within the meaning of Section 7701(a)(30) of the Code shall deliver to the Borrowers Borrower and the Administrative Agent on duly completed and executed originals of Internal Revenue Service Form W-9 or prior to such other documentation or information prescribed by applicable Laws or reasonably requested by the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon Borrower or the request of such Administrative Agent as will enable the Borrower or the Administrative Agent) two executed originals of IRS Form W-9, 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 tax with respect to any payments hereunder or under any other Loan Document shall deliver to the Borrowers Borrower and the Administrative Agent, Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of such the Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), two copies of whichever of the following is applicable:
(I) duly completed and executed originals of IRS Internal Revenue Service Form W-8BEN or IRS Form W-8BEN-E, as applicable, claiming eligibility for benefits of an income tax treaty to which the United States is a party,
(II) duly completed and executed originals of IRS Internal Revenue Service Form W-8ECI,
(III) duly completed and executed originals of Internal Revenue Service Form W-8IMY and all required supporting documentation,
(IV) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit G-1 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 Borrowers 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 that no interest payments under any Loan Document are effectively connected with such Foreign Lender’s conduct of a United States trade or business (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN or IRS Internal Revenue Service Form W-8BEN-E, as applicable,
(IV) 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 IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit G-3, 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 not a participating Lender) 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 G-4 on behalf of such direct and indirect partner(s), or
(V) duly completed and 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 tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Borrowers Borrower or the Administrative Agent to determine the withholding or deduction required to be made.
(iii) Each The Administrative Agent and each Lender agrees that if any documentation it previously delivered expires or becomes obsolete or inaccurate in any respect, it and L/C Issuer shall update such documentation promptly or promptly (A) notify the Borrowers Borrower and the Administrative Agent of any change in writing circumstances which would modify or render invalid any claimed exemption or reduction, and (B) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of the Administrative Agent, such Lender or such L/C Issuer, as applicable, and as may be reasonably necessary (including the re-designation of its legal ineligibility Lending Office) to do so. Notwithstanding avoid any other provision requirement of this Section 3.01(e), no Lender shall be required applicable Laws of any jurisdiction that the Borrower or the Administrative Agent make any withholding or deduction for taxes from amounts payable to deliver any documentation such Lender is not legally eligible to deliverLender.
Appears in 3 contracts
Samples: Credit Agreement (DPL Inc), Credit Agreement (Dayton Power & Light Co), Credit Agreement (DPL Inc)
Status of Lenders; Tax Documentation. (i) Each Lender and each L/C Issuer shall deliver to the Borrowers Borrower and to the Administrative Agent, at the time or times prescribed by applicable Law or when reasonably requested by the Borrowers Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws Law or by the taxing authorities of any jurisdiction and such other information reasonably requested by the Borrowers or the Administrative Agent information as will permit the Borrowers Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not any 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 or such L/C Issuer’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of any all payments to be made to such Lender or such L/C Issuer by any the Borrower pursuant to this Agreement or otherwise to establish such Lender’s or such L/C Issuer’s status for withholding Tax tax purposes in the applicable jurisdiction includingjurisdiction. Notwithstanding anything to the contrary in the preceding two sentences, for the avoidance completion, execution and submission of doubtsuch documentation (other than such documentation set forth in clauses (ii)(A), (ii)(B) and (iv) below) shall not be required if in the Lender’s reasonable judgment such other documentation as will enable the Borrower completion, execution or the Administrative Agent to determine whether or not submission would subject such Lender is subject to backup withholding any material unreimbursed cost or information reporting requirementsexpense or would materially prejudice the legal or commercial position of such Lender.
(ii) Without limiting the generality of the foregoing,
(A) any Lender or L/C Issuer that is a “United States Personperson” within the meaning of Section 7701(a)(30) of the Code shall deliver to the Borrowers Borrower and the Administrative Agent on properly completed and executed originals of Internal Revenue Service Form W-9 or prior to such other documentation or information prescribed by applicable Law or reasonably requested by the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon Borrower or the request of such Administrative Agent as will enable the Borrower or the Administrative Agent) two executed originals of IRS Form W-9, 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 tax with respect to any payments hereunder or under any other Loan Document shall deliver to the Borrowers Borrower and the Administrative Agent, Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of such the Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), two copies of whichever of the following is applicable:
(I1) properly completed and executed originals of IRS Internal Revenue Service Form W-8BEN or IRS Form W-8BEN-E, as applicable, claiming eligibility for benefits of an income tax treaty to which the United States is a party,
(II2) properly completed and executed originals of IRS Internal Revenue Service Form W-8ECI,
(III3) properly completed and executed originals of Internal Revenue Service Form W-8IMY and all required supporting documentation,
(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 substantially in the form of Exhibit G-1 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 Borrowers Borrower within the meaning of section 881(c)(3)(B) of the Code, Code or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Code and that no interest payments under any Loan Document are effectively connected with such Foreign Lender’s conduct of a United States trade or business (a “U.S. Tax Compliance Certificate”) and (y) properly completed and executed originals of IRS Form W-8BEN or IRS Internal Revenue Service Form W-8BEN-E, as applicable,
(IV) 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 IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit G-3, 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 not a participating Lender) 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 G-4 on behalf of such direct and indirect partner(s), or
(V5) properly completed and 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 tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Borrowers Borrower or the Administrative Agent to determine the withholding or deduction required to be made.
(iii) Each Lender agrees that if any documentation it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such documentation promptly or promptly (A) notify the Borrowers Borrower and the Administrative Agent of any change in writing circumstances which would modify or render invalid any claimed exemption or reduction, 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 legal ineligibility Lending Office) to do so. Notwithstanding avoid any other provision requirement of this Section 3.01(eapplicable Laws of any jurisdiction that the Borrower or the Administrative Agent make any withholding or deduction for taxes from amounts payable to such Lender.
(iv) If a payment made to a Lender or L/C Issuer hereunder or under any Loan Document would be subject to United States Federal withholding Tax imposed by FATCA if such Lender or L/C Issuer were to fail to comply with the applicable reporting requirements of FATCA (e.g., because the Revolving Credit Loans are not treated as grandfathered obligations under FATCA), no Lender shall be required to deliver any documentation such Lender is not legally eligible or L/C Issuer shall deliver to deliverthe Borrower and the Administrative Agent, at the time or times prescribed by Law and at such time or times reasonably requested by the Borrower and 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 or the Administrative Agent to comply with its obligations under FATCA, to determine that such Lender or L/C Issuer has complied with its obligations under FATCA or to determine the amount to deduct and withhold from such payment.
Appears in 2 contracts
Samples: Credit Agreement (Tesoro Corp /New/), Credit Agreement (Tesoro Logistics Lp)
Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Borrowers Borrower and to the Administrative Agent, at the time or times prescribed by applicable Laws or when reasonably requested by the Borrowers Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other information reasonably requested by the Borrowers or the Administrative Agent information as will permit the Borrowers Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not any 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 any all payments to be made to such Lender by any Borrower pursuant to this Agreement or otherwise to establish such Lender’s status for withholding Tax tax purposes in the applicable jurisdiction includingjurisdiction.
(ii) Without limiting the generality of the foregoing, if Borrower is resident for tax purposes in the avoidance United States,
(A) any Lender that is a “United States person” within the meaning of doubt, Section 7701(a)(30) of the Code shall deliver to Borrower and Administrative Agent executed originals of IRS Form W-9 or such other documentation or information prescribed by applicable Laws or reasonably requested by Borrower or Administrative Agent as will enable the Borrower or Administrative Agent, as the Administrative Agent case may be, to determine whether or not such Lender is subject to backup withholding or information reporting requirements.
(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 Borrowers 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 request of such Borrower or the Administrative Agent) two executed originals of IRS Form W-9; and
(B) each Foreign Lender that is entitled under the Code or any applicable treaty to an exemption from or reduction of withholding Tax tax with respect to any payments hereunder or under any other Loan Document shall deliver to Borrower and Administrative Agent (in such number of copies as shall be requested by the Borrowers and the Administrative Agent, 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 such Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), two copies of whichever of the following is applicable:
(I1) executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, claiming eligibility for benefits of an income tax treaty to which the United States is a party,
(II2) executed originals of IRS Form W-8ECI,
(III3) executed originals of IRS Form W-8IMY and all required supporting documentation,
(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 substantially in the form of Exhibit G-1 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 Borrowers 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 that no interest payments under any Loan Document are effectively connected with such Foreign Lender’s conduct of a United States trade or business (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable,
(IV) 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 IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit G-3, 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 not a participating Lender) 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 G-4 on behalf of such direct and indirect partner(s), or
(V5) 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 tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Borrowers Borrower or the Administrative Agent to determine the withholding or deduction required to be made.
(iii) Each Lender agrees that if any documentation it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such documentation promptly or promptly (A) notify the Borrowers Borrower and the Administrative Agent of any change in writing circumstances which would modify or render invalid any claimed exemption or reduction, 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 legal ineligibility Lending Office) to do so. Notwithstanding avoid any other provision requirement of this Section 3.01(e), no Lender shall be required applicable Laws of any jurisdiction that Borrower or Administrative Agent make any withholding or deduction for taxes from amounts payable to deliver any documentation such Lender is not legally eligible to deliverLender.
Appears in 2 contracts
Samples: Credit Agreement (Sunstone Hotel Investors, Inc.), Credit Agreement (Sunstone Hotel Investors, Inc.)
Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Borrowers Borrower, the other Loan Parties and to the Administrative Agent, at the time or times prescribed by applicable Laws or when reasonably requested by the Borrowers Borrower, the other Loan Parties or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other information reasonably requested by the Borrowers or the Administrative Agent information as will permit the Borrowers Borrower, and the other Loan Parties or the Administrative Agent, as the case may be, to determine (A) whether or not any 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 any all payments to be made to such Lender by the Borrower or any Borrower other Loan Party, as the case may be pursuant to this Agreement or otherwise to establish such Lender’s status for withholding Tax tax purposes in the applicable jurisdiction includingjurisdiction.
(i) Without limiting the generality of the foregoing, if the Borrower or any other Loan Party, as the case may be, is resident for tax purposes in the avoidance United States,
(A) any Lender that is a “United States person” within the meaning of doubtSection 7701(a)(30) of the Code shall deliver to the Borrower, the other Loan Parties and the 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, the other Loan Parties or the Administrative Agent as will enable the Borrower Borrower, the other Loan Parties or the Administrative Agent Agent, as the case may be, to determine whether or not such Lender is subject to backup withholding or information reporting requirements.
(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 Borrowers 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 request of such Borrower or the Administrative Agent) two executed originals of IRS Form W-9; and
(B) each Foreign Lender that is entitled under the Code or any applicable treaty to an exemption from or reduction of withholding Tax tax with respect to any payments hereunder or under any other Loan Document shall deliver to the Borrowers Borrower, the other Loan Parties and the Administrative Agent, Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of such Borrower the Borrower, the other Loan Parties or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), two copies of whichever of the following is applicable:
(I) executed originals of IRS Internal Revenue Service Form W-8BEN or IRS Form W-8BEN-E, as applicable, claiming eligibility for benefits of an income tax treaty to which the United States is a party,
(II) executed originals of IRS Internal Revenue Service Form W-8ECI,
(III) executed originals of Internal Revenue Service Form W-8IMY and all required supporting documentation,
(IV) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit G-1 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 Borrowers Borrower or any other Loan Party 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 that no interest payments under any Loan Document are effectively connected with such Foreign Lender’s conduct of a United States trade or business (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN or IRS Internal Revenue Service Form W-8BEN-E, as applicable,
(IV) 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 IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit G-3, 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 not a participating Lender) 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 G-4 on behalf of such direct and indirect partner(s), or
(V) 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 tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Borrowers Borrower, and the other Loan Parties or the Administrative Agent to determine the withholding or deduction required to be made.
(iiiii) Each Lender agrees that if any documentation it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such documentation promptly or promptly (A) notify the Borrowers Borrower, the other Loan Parties and the Administrative Agent of any change in writing circumstances which would modify or render invalid any claimed exemption or reduction, 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 legal ineligibility Lending Office) to do so. Notwithstanding avoid any requirement of applicable Laws of any jurisdiction that the Borrower, the other provision Loan Parties or the Administrative Agent make any withholding or deduction for taxes from amounts payable to such Lender.
(iii) Each of this Section 3.01(e)the Loan Parties shall promptly deliver to the Administrative Agent or any Lender, no as the Administrative Agent or such Lender shall be reasonably request, on or prior to the Closing Date, 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 Loan Party, as are required to deliver any documentation be furnished by such Lender is not legally eligible or the Administrative Agent under such Laws in connection with any payment by the Administrative Agent or any Lender of Taxes or Other Taxes, or otherwise in connection with the Loan Documents, with respect to deliversuch jurisdiction.
Appears in 2 contracts
Samples: Credit Agreement (Albany Molecular Research Inc), Credit Agreement (Albany Molecular Research Inc)
Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Borrowers Borrower and to the Administrative Agent, at the such time or times reasonably requested by the Borrowers Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other information reasonably requested by the Borrowers or the Administrative Agent information as will permit the Borrowers Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not any 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 any payments to be made to such Lender by any Borrower Loan Party pursuant to this Agreement any Loan Document or otherwise to establish such Lender’s status for withholding Tax tax purposes in the applicable jurisdiction includingjurisdiction. Any documentation and information required to be delivered by a Lender pursuant to this Section 3.01(e) (including any specific documentation set forth in subsection (ii) below) shall be delivered by such Lender (i) on or prior to the Closing Date (or on or prior to the date it becomes a party to this Agreement), (ii) on or before any date on which such documentation expires or becomes obsolete, (iii) after the occurrence of any change in the Lender’s circumstances requiring a change in the most recent documentation previously delivered by it to the Borrower and the Administrative Agent and (iv) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent, and each such Lender shall promptly notify in writing the Borrower and the Administrative Agent if such Lender is no longer legally eligible to provide any documentation previously provided. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than documentation set forth in Sections 3.01(f)(ii)(A), (ii)(B)(1)-(4) and (ii)(C)) 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 the Borrower is resident for tax purposes in the avoidance United States:
(A) any Lender that is a “United States person” within the meaning of doubt, Section 7701(a)(30) of the Code shall deliver to the Borrower and the 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 the Administrative Agent as will enable the Borrower or the Administrative Agent Agent, as the case may be, to determine whether or not such Lender is subject to backup withholding or information reporting requirements.
(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 Borrowers 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 request of such Borrower or the Administrative Agent) two executed originals of IRS Form W-9; 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 tax with respect to any payments hereunder or under any other Loan Document shall deliver to the Borrowers Borrower and the Administrative Agent, on or prior to Agent (in such number of copies as shall be requested by the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of such Borrower or the Administrative Agent), two copies of recipient) whichever of the following is applicable:
(Ii) executed originals in the case of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, a Foreign Lender claiming eligibility for the benefits of an income tax treaty to which the United States is a party,
, executed originals of Internal Revenue Service Form W-8BEN (IIor any successor form thereto) claiming eligibility for benefits under such income tax treaty; ii) executed originals of IRS Internal Revenue Service Form W-8ECI,
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 or any successor form of Exhibit G-1 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 Borrowers 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 that no interest payments under any Loan Document are effectively connected with such Foreign Lender’s conduct of a United States trade or business (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable,
(IV) 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 IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit G-3, 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 not a participating Lender) 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 G-4 on behalf of such direct and indirect partner(sthereto), or
(V) executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal withholding Tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Borrowers or the Administrative Agent to determine the withholding or deduction required to be made.
(iii) Each Lender agrees that if any documentation it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such documentation promptly or promptly notify the Borrowers and the Administrative Agent in writing of its legal ineligibility to do so. Notwithstanding any other provision of this Section 3.01(e), no Lender shall be required to deliver any documentation such Lender is not legally eligible to deliver.;
Appears in 2 contracts
Samples: First Lien Credit Agreement (Royal Resources Partners LP), First Lien Credit Agreement (Royal Resources Partners LP)
Status of Lenders; Tax Documentation. (i) Each Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to PRA and the Borrowers and to the Administrative applicable Agent, at the time or times reasonably requested by the Borrowers PRA or the Administrative applicable Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other information reasonably requested by the Borrowers PRA or the Administrative applicable Agent as will permit the Borrowers or the Administrative Agent, as the case may be, to determine (A) whether or not any 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 any payments to be made to such Lender without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by any Borrower pursuant to this Agreement PRA or otherwise to establish such Lender’s status for withholding Tax purposes in the applicable jurisdiction includingAgent, for the avoidance of doubt, shall deliver such other documentation prescribed by applicable law or reasonably requested by PRA or the applicable Agent as will enable the Borrower PRA or the Administrative applicable 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 3.01(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.
(ii) Without limiting the generality of the foregoing, in the event that the applicable Borrower is a U.S. Person,
(A) any Lender that is a “United States Person” within the meaning of Section 7701(a)(30) of the Code U.S. Person shall deliver to the Borrowers such Borrower and the Administrative applicable 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 such Borrower or the Administrative applicable Agent) two ), executed originals of IRS Form W-9; andW-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;
(B) each any Foreign Lender that shall, to the extent it is legally entitled under the Code or any applicable treaty to an exemption from or reduction of withholding Tax with respect to any payments hereunder or under any other Loan Document shall do so, deliver to the Borrowers such Borrower and the Administrative Agent, applicable Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of such Borrower or the Administrative applicable Agent), two copies of whichever of the following is applicable:
(I) executed originals in the case of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, a Foreign Lender claiming eligibility for the benefits of an income tax treaty to which the United States is a party,party (x) with respect to payments of interest under any Loan Document, executed originals of IRS Form W-8BEN or W-8BEN-E, as applicable, 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 W-8BEN-E, as applicable, 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 Internal Revenue Service Form W-8ECI,
(III) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section Section 881(c) of the Internal Revenue Code, (x) a certificate substantially in the form of Exhibit G-1 I-1 to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section Section 881(c)(3)(A) of the Internal Revenue Code, (B) a “10 percent shareholder” of the Borrowers such Borrower within the meaning of section Section 881(c)(3)(B) of the Internal Revenue Code, or (C) a “controlled foreign corporation” described in section Section 881(c)(3)(C) of the Internal Revenue Code and that no interest payments under any Loan Document are effectively connected with such Foreign Lender’s conduct of a United States trade or business (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable,; or
(IV) 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 IRS Form W-8BEN-E, as applicable, a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 I-2 or Exhibit G-3I-3, 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 not a participating Lender) 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 G-4 I-4 on behalf of each such direct and indirect partner(spartner;
(C) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to such Borrower and the applicable Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of such Borrower or the applicable Agent), or
(V) executed originals of any other form prescribed by applicable Laws law as a basis for claiming exemption from or a reduction in United States Federal U.S. federal withholding Tax Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Laws law to permit the Borrowers such Borrower or the Administrative applicable Agent to determine the withholding or deduction required to be made; and
(D) 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 Internal Revenue Code, as applicable), such Lender shall deliver to such Borrower and the applicable Agent at the time or times prescribed by law and at such time or times reasonably requested by such Borrower or the applicable Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by such Borrower or the applicable Agent as may be necessary for such Borrower and the applicable Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.
(iii) Each Lender agrees that if any documentation form or certification it previously delivered pursuant to this Section 3.01 expires or becomes obsolete or inaccurate in any respect, it shall update such documentation promptly form or certification or promptly notify the Borrowers applicable Borrower and the Administrative applicable Agent in writing of its legal ineligibility inability to do so. Notwithstanding any other provision of this Section 3.01(e), no Lender shall be required to deliver any documentation such Lender is not legally eligible to deliver.
Appears in 2 contracts
Samples: Loan Modification Agreement (Pra Group Inc), Credit Agreement (Pra Group Inc)
Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Borrowers Borrower and to the Administrative Agent, at the such time or times reasonably requested by the Borrowers Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other information reasonably requested by the Borrowers or the Administrative Agent information as will permit the Borrowers Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not any 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 any payments to be made to such Lender by any Borrower Loan Party pursuant to this Agreement any Loan Document or otherwise to establish such Lender’s status for withholding Tax tax purposes in the applicable jurisdiction includingjurisdiction. Any documentation and information required to be delivered by a Lender pursuant to this Section 3.01(e) (including any specific documentation set forth in subsection (ii) below) shall be delivered by such Lender (i) on or prior to the Closing Date (or on or prior to the date it becomes a party to this Agreement), (ii) on or before any date on which such documentation expires or becomes obsolete, (iii) after the occurrence of any change in the Lender’s circumstances requiring a change in the most recent documentation previously delivered by it to the Borrower and the Administrative Agent and (iv) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent, and each such Lender shall promptly notify in writing the Borrower and the Administrative Agent if such Lender is no longer legally eligible to provide any documentation previously provided. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than documentation set forth in Sections 3.01(f)(ii)(A), (ii)(B)(1)-(4) and (ii)(C)) 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 the Borrower is resident for tax purposes in the avoidance United States:
(A) any Lender that is a “United States person” within the meaning of doubt, Section 7701(a)(30) of the Code shall deliver to the Borrower and the 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 the Administrative Agent as will enable the Borrower or the Administrative Agent Agent, as the case may be, to determine whether or not such Lender is subject to backup withholding or information reporting requirements.
(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 Borrowers 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 request of such Borrower or the Administrative Agent) two executed originals of IRS Form W-9; 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 tax with respect to any payments hereunder or under any other Loan Document shall deliver to the Borrowers Borrower and the Administrative Agent, on or prior to Agent (in such number of copies as shall be requested by the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of such Borrower or the Administrative Agent), two copies of recipient) whichever of the following is applicable:
(Ii) executed originals in the case of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, a Foreign Lender claiming eligibility for the benefits of an income tax treaty to which the United States is a party,
, executed originals of Internal Revenue Service Form W-8BEN (IIor any successor form thereto) claiming eligibility for benefits under such income tax treaty; ii) executed originals of IRS Internal Revenue Service Form W-8ECI,W-8ECI (or any successor form thereto);
(IIIiii) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section Section 881(c) of the Code, (x) a certificate certificate, substantially in the form of Exhibit G-1 G-1, G-2, G-3 or G-4 (a “Non-Bank Certificate”), to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section Section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the Borrowers Borrower within the meaning of section Section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in section Section 881(c)(3)(C) of the Code Code, and that no interest payments under any Loan Document are effectively connected with such Foreign Lender’s conduct of a United States trade or business (a “U.S. Tax Compliance Certificate”) income and (y) executed originals of IRS Form W-8BEN or IRS Internal Revenue Service Form W-8BEN-E, as applicable,
(IV) 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 IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit G-3, 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 not a participating Lender) 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 G-4 on behalf of such direct and indirect partner(s), or
(V) executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal withholding Tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Borrowers or the Administrative Agent to determine the withholding or deduction required to be made.
(iii) Each Lender agrees that if any documentation it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such documentation promptly or promptly notify the Borrowers and the Administrative Agent in writing of its legal ineligibility to do so. Notwithstanding any other provision of this Section 3.01(e), no Lender shall be required to deliver any documentation such Lender is not legally eligible to deliver.;
Appears in 2 contracts
Samples: Second Lien Credit Agreement (Royal Resources Partners LP), Second Lien Credit Agreement (Royal Resources Partners LP)
Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Borrowers Borrower and to the Administrative Agent, at the time or times reasonably requested by the Borrowers any Loan Party or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws laws or by the taxing authorities of any jurisdiction and such other information reasonably requested by the Borrowers or the Administrative Agent information as will permit the Borrowers Borrower or other applicable Loan Party or the Administrative Agent, as the case may be, to determine (A) whether or not any payments made by the respective Loan Parties hereunder or under any other Loan Document are subject to withholding or deduction for any 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 any all payments to be made to such Lender by any Borrower Loan Party pursuant to this Agreement or any other Loan Document or otherwise to establish such Lender’s status for withholding Tax tax purposes in the applicable jurisdiction includingjurisdictions. Notwithstanding the preceding sentence, for the avoidance completion, execution and submission of doubtany documentation with respect to any Tax other than United States federal withholding tax shall not be required if in a Lender’s reasonable judgment such completion, such other documentation as will enable the Borrower execution or the Administrative Agent to determine whether or not submission would subject such Lender is subject to backup withholding any material unreimbursed cost or information reporting requirementsexpense or would materially prejudice the legal or commercial position of such Lender.
(ii) Without limiting the generality of the foregoing,
(A) any Lender that is a “United States Personperson” within the meaning of Section 7701(a)(30) of the Internal Revenue Code shall deliver to the Borrowers 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 request of such the Borrower or the Administrative Agent) two duly completed, executed originals of IRS Internal Revenue Service Form W-9W-9 (or any successor form) certifying that such Lender is exempt from U.S. federal backup withholding tax or such other documentation or information prescribed by applicable laws or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower 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; and
(B) each Foreign Lender that is entitled under the Internal Revenue Code or any applicable treaty to an exemption from or reduction of withholding Tax with respect to any payments hereunder or under any other Loan Document shall deliver to the Borrowers Borrower and the Administrative Agent, Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of such the Borrower or the Administrative Agent, but only if such Foreign Lender is legally eligible to do so), two copies duly completed, executed originals of whichever of the following is applicable:
(I1) executed originals of IRS Internal Revenue Service Form W-8BEN or IRS Internal Revenue Service Form W-8BEN-W-8BEN E, as applicable, applicable (or any successor form) claiming eligibility for benefits of an income tax treaty to which the United States is a party,
(II2) executed originals of IRS Internal Revenue Service Form W-8ECIW-8ECI (or any successor form),
(III3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section Section 871(h) or Section 881(c) of the Internal Revenue Code, (x) a certificate substantially in the form of Exhibit G-1 G (a “Non-Bank Certificate”) to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section Section 881(c)(3)(A) of the Internal Revenue Code, (B) a “10 percent shareholder” of the Borrowers Borrower within the meaning of section 881(c)(3)(BSection 871(h)(3)(B) of the Internal Revenue Code, or (C) a “controlled foreign corporation” related to the Borrower as described in section Section 881(c)(3)(C) of the Code Internal Revenue Code, and that no interest payments under in connection with any Loan Document are effectively connected with such Foreign Lender’s conduct of a United States trade or business (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Internal Revenue Service Form W-8BEN or IRS Internal Revenue Service Form W-8BEN-W-8BEN E, as applicableapplicable (or any successor form),
(IV4) to the extent a Foreign Lender is not the beneficial owner, executed originals of IRS Internal Revenue Service Form W-8IMYW-8IMY (or any successor form), accompanied by IRS Internal Revenue Service Form W-8ECI, IRS Internal Revenue Service Form W 8BEN, Internal Revenue Service Form W-8BEN or IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit G-3Non-Bank Certificate, IRS Internal Revenue Service Form W-9, and/or other certification documents (or successor forms) from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership (and not a participating Lenderlender) and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, a Non-Bank Certificate may be provided by such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-4 on behalf of such direct and indirect partner(s), or
(V5) executed originals of any other form prescribed by applicable Laws laws as a basis for claiming exemption from or a reduction in United States Federal federal withholding Tax Tax, together with such supplementary documentation as may be prescribed by applicable Laws laws to permit the Borrowers Borrower or the Administrative Agent to determine the withholding or deduction required to be made.
(C) 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 Sections 1471(b) or 1472(b) of the Internal Revenue 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 Internal Revenue 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 FATCA obligations, to determine whether such Lender has or has not complied with such Lender’s FATCA obligations and, if necessary, to determine the amount to deduct and withhold from such payment. Solely for the purposes of this clause (C), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.
(iii) Each Lender agrees that if any documentation it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall promptly update such documentation promptly or promptly notify the Borrowers Borrower and the Administrative Agent in writing of its legal ineligibility to do so. .
(iv) Notwithstanding any other provision provisions of this Section 3.01(e2.13(e), no a Lender shall not be required to deliver any documentation that such Lender is not legally eligible to deliver.
(v) Each Lender hereby authorizes the Administrative Agent to deliver to the Loan Parties and to any successor Administrative Agent any document provided by such Lender to the Administrative Agent pursuant to this Section 2.13(e).
Appears in 2 contracts
Samples: Credit Agreement (RR Donnelley & Sons Co), Credit Agreement (RR Donnelley & Sons Co)
Status of Lenders; Tax Documentation. (i) Each Lender Any Recipient that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrowers Borrower and to the Administrative Agent, at the time or times reasonably requested by the Borrowers Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws Law or by the taxing authorities of any a relevant jurisdiction and such other information reasonably requested by the Borrowers or the Administrative Agent as will permit the Borrowers or the Administrative Agent, as the case may be, to determine (A) whether or not any 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 any payments to be made pursuant to such Lender by any Borrower pursuant to this Agreement or otherwise to establish such Lender’s status for withholding Tax purposes in the applicable jurisdiction including, for the avoidance of doubt, such other documentation 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.114
(ii) Without limiting the generality of the foregoing,
, in the event that the Borrower is a U.S. Person, (A) any Lender Recipient that is a “United States Person” within the meaning of Section 7701(a)(30) of the Code U.S. Person shall deliver to the Borrowers Borrower and the Administrative Agent on or prior to the date on which such Lender Recipient becomes a Lender Recipient under this Agreement (and from time to time thereafter upon the reasonable request of such the Borrower or the Administrative Agent) two ), executed originals copies of IRS Form W-9W-9 certifying that such Lender is exempt from U.S. federal backup withholding Tax; and
(B) each any Foreign Lender that shall, to the extent it is legally entitled under the Code or any applicable treaty to an exemption from or reduction of withholding Tax with respect to any payments hereunder or under any other Loan Document shall do so, deliver to the Borrowers Borrower and the Administrative Agent (in such number of copies as shall be requested by the Borrower or the Administrative Agent, as applicable) on or prior to the date on which such Foreign Lender becomes a Lender Recipient under this Agreement (and from time to time thereafter upon the reasonable request of such the Borrower or the Administrative Agent), two copies of whichever of the following is applicable:
: (I1) 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 Loan Document, executed originals copies of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, claiming eligibility for benefits 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 applicable, establishing an income tax treaty exemption from, or reduction of, U.S. federal withholding Tax pursuant to which the United States is a party,
“business profits” or “other income” article of such Tax treaty; (II2) executed originals copies of IRS Form W-8ECI,
; (III3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit G-1 J-1 to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section Section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the Borrowers Borrower within the meaning of section Section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in section Section 881(c)(3)(C) of the Code and that no interest payments under any Loan Document are effectively connected with such Foreign Lender’s conduct of a United States trade or business (a “U.S. Tax Compliance Certificate”) and (y) executed originals copies of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable,
(IV) 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 IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit G-3, 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 not a participating Lender) 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 G-4 on behalf of such direct and indirect partner(s), or
(V) executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal withholding Tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Borrowers or the Administrative Agent to determine the withholding or deduction required to be made.
(iii) Each Lender agrees that if any documentation it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such documentation promptly or promptly notify the Borrowers and the Administrative Agent in writing of its legal ineligibility to do so. Notwithstanding any other provision of this Section 3.01(e), no Lender shall be required to deliver any documentation such Lender is not legally eligible to deliver.115
Appears in 2 contracts
Samples: Credit Agreement (Dun & Bradstreet Holdings, Inc.), Credit Agreement (Dun & Bradstreet Holdings, Inc.)
Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Borrowers and to the Administrative Agent, at the time or times reasonably requested by the Borrowers or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other information reasonably requested by the Borrowers or the Administrative Agent as will permit the Borrowers or the Administrative Agent, as the case may be, to determine (A) whether or not any 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 any payments to be made to such Lender by any Borrower pursuant to this Agreement or otherwise to establish such Lender’s status for withholding Tax purposes in the applicable jurisdiction including, for the avoidance of doubt, such other documentation 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.
(ii) Without limiting the generality of the foregoing,
(A) any Lender that is a “United States Personperson” within the meaning of Section 7701(a)(30) of the Code shall deliver to the Borrowers 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 request of such Borrower or the Administrative Agent) two executed originals of IRS Form W-9; 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 any payments hereunder or under any other Loan Document shall deliver to the Borrowers and the Administrative Agent, 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 such Borrower or the Administrative Agent), two copies of whichever of the following is applicable:
(I) executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, claiming eligibility for benefits of an income tax treaty to which the United States is a party,
(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 G-1 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 Borrowers 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 that no interest payments under any Loan Document are effectively connected with such Foreign Lender’s conduct of a United States trade or business (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable,
(IV) 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 IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit G-3, 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 not a participating Lender) 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 G-4 on behalf of such direct and indirect partner(s), or
(V) executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal federal withholding Tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Borrowers or the Administrative Agent to determine the withholding or deduction required to be made.
(iii) Each Lender agrees that if any documentation it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such documentation promptly or promptly notify the Borrowers and the Administrative Agent in writing of its legal ineligibility to do so. Notwithstanding any other provision of this Section 3.01(e), no Lender shall be required to deliver any documentation such Lender is not legally eligible to deliver.
Appears in 2 contracts
Samples: Credit Agreement (MGM Resorts International), Credit Agreement
Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Borrowers Borrower Agent and to the Administrative Agent, at the time or times prescribed by applicable Laws or when reasonably requested by the Borrowers Borrower Agent or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other information reasonably requested by the Borrowers or the Administrative Agent information as will permit the Borrowers Borrower Agent or the Administrative Agent, as the case may be, to determine (A) whether or not any 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 any all payments to be made to such Lender by any Borrower the Loan Parties pursuant to this Agreement or otherwise to establish such Lender’s status for withholding Tax tax purposes in the applicable jurisdiction includingjurisdiction.
(ii) Without limiting the generality of the foregoing, if a Borrower is resident for tax purposes in the avoidance United States,
(A) any Lender that is a “United States person” within the meaning of doubt, Section 7701(a)(30) of the Code shall deliver to the Borrower Agent and the 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 Agent or the Administrative Agent as will enable the Borrower Agent or the Administrative Agent Agent, as the case may be, to determine whether or not such Lender is subject to backup withholding or information reporting requirements.
(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 Borrowers 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 request of such Borrower or the Administrative Agent) two executed originals of IRS Form W-9; and
(B) each Foreign Lender that is entitled under the Code or any applicable treaty to an exemption from or reduction of withholding Tax tax with respect to any payments hereunder or under any other Loan Document shall deliver to the Borrowers Borrower Agent and the Administrative Agent, Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of such the Borrower Agent or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), two copies of whichever of the following is applicable:
(I) executed originals of IRS Form W-8BEN or IRS Internal Revenue Service Form W-8BEN-EE (or, as applicable, if applicable W-8BEN) claiming eligibility for benefits of an income tax treaty to which the United States is a party,
(II) executed originals of IRS Internal Revenue Service 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 G-1 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 Borrowers 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 that no interest payments under any Loan Document are effectively connected with such Foreign Lender’s conduct of a United States trade or business (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Internal Revenue Service Form W-8BEN or IRS Form W-8BEN-E, as applicableW-8IMY and all required supporting documentation,
(IV) 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 IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit G-3, 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 not a participating Lender) 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 G-4 on behalf of such direct and indirect partner(s), or
(V) executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal withholding Tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Borrowers or the Administrative Agent to determine the withholding or deduction required to be made.
(iii) Each Lender agrees that if any documentation it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such documentation promptly or promptly notify the Borrowers and the Administrative Agent in writing of its legal ineligibility to do so. Notwithstanding any other provision of this Section 3.01(e), no Lender shall be required to deliver any documentation such Lender is not legally eligible to deliver.
Appears in 2 contracts
Samples: Credit Agreement (Lifecore Biomedical, Inc. \De\), Credit Agreement (Lifecore Biomedical, Inc. \De\)
Status of Lenders; Tax Documentation. (i) Each Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement or any other Loan Document shall deliver to the Borrowers and Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law or reasonably requested by the Borrowers Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws law or by the taxing authorities of any jurisdiction and such other information reasonably requested by the Borrowers or the Administrative Agent Borrower as will permit such payments to be made without withholding or at a reduced rate. In addition, any Lender, if requested by the Borrowers Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not any 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 any payments to be made to such Lender by any Borrower pursuant to this Agreement or otherwise to establish such Lender’s status for withholding Tax purposes in the applicable jurisdiction including, for the avoidance of doubt, 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.
(ii) . Without limiting the generality of the foregoing,
(A) any Lender , in the event that the Borrower is a “resident for tax purposes in the United States Person” within the meaning of Section 7701(a)(30) of the Code States, any Foreign Lender shall deliver to the Borrowers Borrower and the Administrative Agent on or prior to (in such number of copies as shall be requested by the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of such Borrower or the Administrative Agentrecipient) two executed originals of IRS Form W-9; 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 any payments hereunder or under any other Loan Document shall deliver to the Borrowers and the Administrative Agent, 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 such the Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), two copies of whichever of the following is applicable:
(IA) executed originals duly completed copies of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, claiming eligibility for benefits of an income tax treaty to which the United States is a party,;
(IIB) executed originals duly completed copies of IRS Form W-8ECI,;
(IIIC) 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 G-1 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 Borrowers 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 that no interest payments under any Loan Document are effectively connected with such Foreign Lender’s conduct of a United States trade or business (a “U.S. Tax Compliance Certificate”) and (y) executed originals duly completed copies of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable,
(IV) 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 IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit G-3, 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 not a participating Lender) 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 G-4 on behalf of such direct and indirect partner(s), or
(VD) executed originals of any other form prescribed by applicable Laws law as a basis for claiming exemption from or a reduction in United States Federal withholding Tax tax duly completed together with such supplementary documentation as may be prescribed by applicable Laws law to permit the Borrowers or the Administrative Agent Borrower to determine the withholding or deduction required to be made.
(iiiii) Each Any Lender agrees that if any documentation it previously delivered expires or becomes obsolete or inaccurate in any respect, it is a “United States person” within the meaning of Section 7701(a)(30) of the Code shall update such documentation promptly or promptly notify deliver to the Borrowers Borrower and the Administrative Agent in writing executed originals of its legal ineligibility Internal Revenue Service Form W-9 or such other documentation or information prescribed by applicable Laws or reasonably requested by the Borrower or the Administrative Agent certifying, to the extent such Lender is legally entitled to do so. Notwithstanding any other provision of this Section 3.01(e), no Lender shall be required to deliver any documentation that such Lender is not legally eligible subject to deliverbackup withholding tax requirements.
(iii) 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 clause (iii), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Eagle Rock Energy Partners L P), Credit Agreement (Eagle Rock Energy Partners L P)
Status of Lenders; Tax Documentation. (i) Each The Administrative Agent and each Lender and L/C Issuer shall deliver to the Borrowers Borrower and to the Administrative Agent, on the date it becomes a party to this Agreement, at the time or times prescribed by applicable Laws and when reasonably requested by the Borrowers Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other information reasonably requested by the Borrowers or the Administrative Agent information as will permit the Borrowers Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not any 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) the Administrative Agent’s, such Lender’s or L/C Issuer’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of any all payments to be made to the Administrative Agent or such Lender or L/C Issuer, as applicable, by any the Borrower pursuant to this Agreement or otherwise to establish the Administrative Agent’s or such Lender’s or L/C Issuer’s status for withholding Tax tax purposes in the applicable jurisdiction including, for the avoidance of doubt, such other documentation as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirementsjurisdiction.
(ii) Without limiting the generality of the foregoing,
(A) the Administrative Agent and any Lender or L/C Issuer that is a “United States Personperson” within the meaning of Section 7701(a)(30) of the Code shall deliver to the Borrowers Borrower and the Administrative Agent on duly completed and executed originals of Internal Revenue Service Form W-9 or prior to such other documentation or information prescribed by applicable Laws or reasonably requested by the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon Borrower or the request of such Administrative Agent as will enable the Borrower or the Administrative Agent) two executed originals of IRS Form W-9, 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 tax with respect to any payments hereunder or under any other Loan Document shall deliver to the Borrowers Borrower and the Administrative Agent, Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of such the Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), two copies of whichever of the following is applicable:
(I) duly completed and executed originals of IRS Internal Revenue Service Form W-8BEN or IRS Form W-8BEN-E, as applicable, claiming eligibility for benefits of an income tax treaty to which the United States is a party,
(II) duly completed and executed originals of IRS Internal Revenue Service Form W-8ECI,
(III) duly completed and executed originals of Internal Revenue Service Form W-8IMY and all required supporting documentation,
(IV) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit G-1 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 Borrowers 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 that no interest payments under any Loan Document are effectively connected with such Foreign Lender’s conduct of a United States trade or business (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN or IRS Internal Revenue Service Form W-8BEN-E, as applicable,
(IV) 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 IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit G-3, 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 not a participating Lender) 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 G-4 on behalf of such direct and indirect partner(s), or
(V) duly completed and 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 tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Borrowers Borrower or the Administrative Agent to determine the withholding or deduction required to be made.
(iii) Each The Administrative Agent and each Lender agrees that if any documentation it previously delivered expires or becomes obsolete or inaccurate in any respect, it and L/C Issuer shall update such documentation promptly or promptly (A) notify the Borrowers Borrower and the Administrative Agent of any change in writing circumstances which would modify or render invalid any claimed exemption or reduction, and (B) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of the Administrative Agent, such Lender or such L/C Issuer, as applicable, and as may be reasonably necessary (including the re-designation of its legal ineligibility Lending Office) to do so. Notwithstanding avoid any other provision requirement of this Section 3.01(e), no Lender shall be required applicable Laws of any jurisdiction that the Borrower or the Administrative Agent make any withholding or deduction for taxes from amounts payable to deliver any documentation such Lender is not legally eligible to deliverLender.
Appears in 2 contracts
Samples: Credit Agreement (DPL Inc), Credit Agreement (DPL Inc)
Status of Lenders; Tax Documentation. (i) Each Lender and each L/C Issuer shall deliver to the Borrowers Partnership and to the Administrative Agent, at the time or times prescribed by applicable Law or when reasonably requested by the Borrowers Partnership or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws Law or by the taxing authorities of any jurisdiction and such other information reasonably requested by the Borrowers or the Administrative Agent information as will permit the Borrowers or the Administrative Agent, as the case may be, to determine (A) whether or not any payments made hereunder or under any other Loan Document are subject to TaxesTaxes (including, for the avoidance of doubt, United States federal backup withholding and withholding tax) or information reporting, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s or such L/C Issuer’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of any all payments to be made to such Lender or such L/C Issuer by any Borrower the Loan Parties pursuant to this Agreement or otherwise to establish such Lender’s or such L/C Issuer’s status for withholding Tax tax purposes in the applicable jurisdiction includingjurisdiction. Notwithstanding anything to the contrary in the preceding two sentences, for the avoidance completion, execution and submission of doubtsuch documentation (other than such documentation set forth in clauses (ii)(A), (ii)(B) and (iv) below) shall not be required if in the Lender’s reasonable judgment such other documentation as will enable the Borrower completion, execution or the Administrative Agent to determine whether or not submission would subject such Lender is subject to backup withholding any material unreimbursed cost or information reporting requirementsexpense or would materially prejudice the legal or commercial position of such Lender.
(ii) Without limiting the generality of the foregoing,
(A) any Lender or L/C Issuer that is a “United States Personperson” within the meaning of Section 7701(a)(30) of the Code shall deliver to the Borrowers Partnership and the Administrative Agent on or prior to the date on which such Lender or L/C Issuer becomes a Lender or L/C Issuer under this Agreement (and from time to time thereafter upon the reasonable request of such Borrower the Partnership or the Administrative Agent) two properly completed and executed originals copies of IRS Internal Revenue Service Form W-9W-9 or such other documentation or information prescribed by applicable Law or reasonably requested by the Partnership or the Administrative Agent that shows that the recipient is not subject to United States federal backup withholding; 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 any payments hereunder or under any other Loan Document shall deliver to the Borrowers Partnership and the Administrative Agent, Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of such Borrower the Partnership or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), two copies of whichever of the following is applicable:
(I1) properly completed and executed originals copies of IRS Internal Revenue Service Form W-8BEN or IRS Internal Revenue Service Form W-8BEN-E, E (as applicable, ) claiming eligibility for benefits of an income tax treaty to which the United States is a party,
(II2) properly completed and executed originals copies of IRS Internal Revenue Service Form W-8ECI,
(III3) 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 G-1 F-1 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 Borrowers a Borrower within the meaning of section 881(c)(3)(B) of the Code, Code or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Code and that no interest payments under any Loan Document are effectively connected with such Foreign Lender’s conduct of a United States trade or business (a “U.S. Tax Compliance Certificate”) and (y) properly completed and executed originals copies of IRS Internal Revenue Service Form W-8BEN or IRS Internal Revenue Service Form W-8BEN-E, E (as applicable,), or
(IV4) to the extent a such Foreign Lender is not the beneficial owner, properly completed and executed originals copies of IRS Internal Revenue Service Form W-8IMY, accompanied by IRS Internal Revenue Service Form W-8ECI, IRS Form W-8BEN or IRS Internal Revenue Service Form W-8BEN-EE (as applicable), a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 F-2 or Exhibit G-3F-3, IRS 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 not a participating Lender) 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 G-4 F-4 on behalf of each such direct and indirect partner(spartner.
(C) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Partnership 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 becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Partnership or the Administrative Agent), or
(V) executed originals copies of any other form prescribed by applicable Laws law as a basis for claiming exemption from or a reduction in United States Federal U.S. federal withholding Tax Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Laws Law to permit the Borrowers or the Administrative Agent to determine the withholding or deduction required to be made.
(iii) Each Lender and L/C Issuer shall promptly (A) notify the Partnership and the Administrative 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 materially disadvantageous to it, in the reasonable judgment of such Lender or L/C Issuer, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws of any jurisdiction that either Borrower or the Administrative Agent make any withholding or deduction for taxes from amounts payable to such Lender. Each Lender and L/C Issuer agrees that if any documentation form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such documentation promptly form or certification or promptly notify the Borrowers Partnership and the Administrative Agent in writing of its legal ineligibility inability to do so.
(iv) If a payment made to a Lender or L/C Issuer hereunder or under any Loan Document would be subject to United States Federal withholding Tax imposed by FATCA if such Lender or L/C Issuer 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), such Lender or L/C Issuer shall deliver to the Partnership and the Administrative Agent, at the time or times prescribed by Law and at such time or times reasonably requested by the Partnership and 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 Partnership or the Administrative Agent as may be necessary for the Loan Parties or the Administrative Agent to comply with their obligations under FATCA, to determine that such Lender or L/C Issuer has complied with its obligations under FATCA or to determine the amount to deduct and withhold from such payment. Notwithstanding any other provision Solely for purposes of this Section 3.01(eclause (iv), no Lender “FATCA” shall be required include any amendments made to deliver any documentation such Lender is not legally eligible to deliverFATCA after the date of this Agreement.
Appears in 2 contracts
Samples: Credit Agreement, Credit Agreement (CrossAmerica Partners LP)
Status of Lenders; Tax Documentation. (i1) Each Lender and L/C Issuer shall deliver to the Borrowers Borrower and to the Administrative Agent, at and the time or times Administrative Agent shall deliver to the Borrower, when reasonably requested by the Borrowers Borrower or the Administrative Agent, as the case may be, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other information reasonably requested by the Borrowers or the Administrative Agent information as will permit the Borrowers Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not any payments made hereunder or under any other Loan Document are subject to Taxeswithholding, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s, such L/C Issuer’s or the Administrative Agent’s entitlement to any available exemption from, or reduction of, applicable Taxes withholding in respect of any payments to be made to such Lender Lender, such L/C Issuer or the Administrative Agent by any Borrower a Loan Party pursuant to this Agreement or otherwise to establish any other Loan Document and (D) whether or not such Lender’s status for withholding Tax purposes in the applicable jurisdiction including, for the avoidance of doubt, such other documentation as will enable the Borrower L/C Issuer or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirementsrequirements or otherwise to establish such Lender’s, such L/C Issuer’s or the Administrative Agent’s status for withholding Tax purposes in any applicable jurisdiction.
(ii2) Without limiting the generality of the foregoing,
(Ai) any each Lender and each L/C Issuer that is a “United States Personperson” within the meaning of Section 7701(a)(30) of the Code shall deliver to the Borrowers Borrower and the Administrative Agent (in such number of signed originals as shall be reasonably requested by the recipient), on or prior to the date on which such Lender becomes “United States person” became a Lender or an L/C Issuer under this Agreement (and from time to time thereafter upon the request of such Borrower or the Administrative Agent) two executed originals of Agreement, IRS Form W-9; and
(Bii) each Foreign Lender and each L/C Issuer that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code that is entitled under the Code or any applicable treaty to an exemption from or reduction of withholding Tax with respect to any payments hereunder or under any other Loan Document shall deliver to the Borrowers Borrower and the Administrative AgentAgent (in such number of signed originals as shall be requested by the recipient), on or prior to the date on which such Foreign Lender or L/C Issuer becomes a Lender or an L/C Issuer under this Agreement (and from time to time thereafter upon the request of such Borrower or the Administrative Agent)Agreement, two copies of whichever of the following is applicable:
(I) executed originals in the case of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, a Lender and any L/C Issuer claiming eligibility for the benefits of an income tax treaty to which the United States is a party, IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to such tax treaty,
(II) executed originals in the case of a Lender and any L/C Issuer for whom any payments under this Agreement constitute income that is effectively connected with such Lender’s or L/C Issuer’s conduct of a trade or business in the United States, IRS Form W-8ECIW-8ECI (or successor thereto),
(III) in the case of a Foreign Lender and any L/C Issuer that is not the beneficial owner of payments made under this Agreement (including a partnership or a participating Lender), (1) IRS Form W-8IMY on behalf of itself and (2) the relevant forms prescribed in clauses (i) and (ii) (I), (II), (IV) and (V) of this paragraph (e)(2) that would be required of each such beneficial owner or partner of such partnership if such beneficial owner or partner were a Lender or an L/C Issuer; provided, however, that if such Lender or such L/C Issuer is a partnership and one or more of its partners are claiming the exemption for portfolio interest under Section 881(c) or 871(h) of the Code, such Lender or such L/C Issuer may provide a Non-Bank Certificate (as described below) on behalf of such partners,
(IV) in the case of a Lender or a L/C Issuer claiming the benefits of the exemption for portfolio interest under section Section 881(c) or 871(h) of the Code, (x) a certificate (substantially in the form of Exhibit G-1 K (a “Non-Bank Certificate”)) to the effect that such Foreign Lender or L/C Issuer is not (A) a “bank” within the meaning of section Section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the Borrowers Borrower within the meaning of section Section 881(c)(3)(B) of the Code, Code or (C) a “controlled foreign corporation” described in section Section 881(c)(3)(C) of the Code Code, and that no interest payments under any Loan Document are effectively connected with such Foreign Lender’s conduct of a United States U.S. trade or business (a “U.S. Tax Compliance Certificate”) business, and (y) executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable,
(IV) 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 IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit G-3, 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 not a participating Lender) 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 G-4 on behalf of such direct and indirect partner(s), or
(V) executed originals of any other form prescribed by applicable Laws or such other evidence satisfactory to the Borrower as a basis for claiming any available 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 Borrowers Borrower or the Administrative Agent to determine the withholding or deduction required to be made, or
(VI) if a payment made to a Lender or any L/C Issuer would be subject to U.S. Federal withholding Tax imposed by FATCA if such Lender or such L/C Issuer 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 or such L/C Issuer 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 respective obligations under FATCA, to determine whether such Lender or such L/C Issuer has complied with such Lender’s or such L/C Issuer’s obligations under FATCA or to determine the amount, if any, to deduct and withhold from such payment. Solely for purposes of this clause (VI), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.
(iiiVII) Notwithstanding anything to the contrary in this Section 3.01(e)(2), in no event will any Lender or L/C Issuer be required to provide any documentation such Lender or L/C Issuer is legally ineligible to deliver.
(3) Each Lender agrees that if Lender, L/C Issuer and Administrative Agent shall promptly notify the Borrower and the Administrative Agent of any documentation it change in circumstances which would modify or render invalid any previously delivered expires form or becomes obsolete documentation or inaccurate in any respect, it shall update such claimed exemption or reduction and provide updated documentation promptly (or promptly notify the Borrowers Borrower and the Administrative Agent in writing of its legal ineligibility to do so). Notwithstanding Each Lender, L/C Issuer or Administrative Agent that has previously delivered any other provision documentation required herein shall, upon the reasonable request of the Borrower or the Administrative Agent, deliver to the Borrower and the Administrative Agent additional copies of such form (or successor thereto) on or before the date such form expires or becomes obsolete or promptly notify the Borrower and the Administrative Agent of its legal ineligibility to do so.
(4) Upon execution of this Agreement, the Administrative Agent shall deliver to the Borrower an accurate, complete, signed copy of IRS Form W-8IMY certifying in Part I that it is a qualified intermediary and checking the boxes in Part III, Line 14a and Line 14b.
(5) Each Lender and L/C Issuer hereby authorizes the Administrative Agent to deliver to the Loan Parties and to any successor Administrative Agent any documentation provided by such Lender or L/C Issuer to the Administrative Agent pursuant to this Section 3.01(e), no Lender shall be required to deliver any documentation such Lender is not legally eligible to deliver.
Appears in 2 contracts
Samples: Credit Agreement (Valvoline Inc), Credit Agreement (Ashland Inc.)
Status of Lenders; Tax Documentation. (i) Each Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrowers Toro and to the Administrative Agent, at the time or times reasonably requested by the Borrowers Toro or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other information reasonably requested by the Borrowers Toro or the Administrative Agent as will permit the Borrowers such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by Toro or the Administrative Agent, as the case may be, to determine (A) whether or not any 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 any payments to be made to such Lender by any Borrower pursuant to this Agreement or otherwise to establish such Lender’s status for withholding Tax purposes in the applicable jurisdiction including, for the avoidance of doubt, shall deliver such other documentation prescribed by applicable law or reasonably requested by Toro or the Administrative Agent as will enable the Borrower Toro 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 3.01(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.
(ii) Without limiting the generality of the foregoing, in the event that a Borrower is a U.S. Person,
(A) any Lender that is a “United States Person” within the meaning of Section 7701(a)(30) of the Code U.S. Person shall deliver to the Borrowers Toro 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 such Borrower Toro or the Administrative Agent) two ), executed originals of IRS Form W-9; andW-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;
(B) each any Foreign Lender that shall, to the extent it is legally entitled under the Code or any applicable treaty to an exemption from or reduction of withholding Tax with respect to any payments hereunder or under any other Loan Document shall do so, deliver to the Borrowers Toro and the Administrative Agent, Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of Toro on behalf of such Borrower or the Administrative Agent), two copies of whichever of the following is applicable:
(I) executed originals in the case of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, a Foreign Lender claiming eligibility for the benefits of an income tax treaty to which the United States is a partyparty (x) with respect to payments of interest under any Loan Document, executed originals of IRS Form W-8BEN or W-8BEN-E, as applicable, 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 W-8BEN-E, as applicable, 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) executed originals of IRS Form W-8IMY and all required supporting documentation,
(IV) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit G-1 I-1 to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section Section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the Borrowers such Borrower within the meaning of section Section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in section Section 881(c)(3)(C) of the Code and that no interest payments under any Loan Document are effectively connected with such Foreign Lender’s conduct of a United States trade or business (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable,, or
(IVV) 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 IRS Form W-8BEN-E, as applicable, a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 I-2 or Exhibit G-3I-3, 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 not a participating Lender) 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 G-4 I-4 on behalf of each such direct and indirect partner(spartner.
(C) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to Toro 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 becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of Toro or the Administrative Agent), or
(V) executed originals copies of any other form additional forms prescribed by applicable Laws law as a basis for claiming exemption from or a reduction in United States Federal U.S. federal withholding Tax Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Laws law to permit the Borrowers such Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and
(D) 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 Toro and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by Toro 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 Toro or the Administrative Agent as may be necessary for such Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.
(iii) Each Lender agrees that if any documentation form or certification it previously delivered pursuant to this Section 3.01 expires or becomes obsolete or inaccurate in any respect, it shall update such documentation promptly form or certification or promptly notify the Borrowers Toro and the Administrative Agent in writing of its legal ineligibility inability to do so. Notwithstanding any other provision of this Section 3.01(e), no Lender shall be required to deliver any documentation such Lender is not legally eligible to deliver.
Appears in 2 contracts
Samples: Credit Agreement (Toro Co), Credit Agreement (Toro Co)
Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Borrowers Borrower, to AGFC and to the Administrative Agent, at the time or times whenever reasonably requested by the Borrowers Borrower, AGFC or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other information reasonably requested by the Borrowers or the Administrative Agent information as will permit the Borrowers Borrower, AGFC or the Administrative Agent, as the case may be, to determine (A) to determine whether or not any payments made hereunder or under any other Loan Document are subject to Taxes, (B) to determine, if applicable, the required rate of withholding or deduction, and (C) to establish such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of any payments to be made to such Lender by any the Borrower or AGFC, as the case may be, pursuant to this Agreement any Loan Document or otherwise to establish such Lender’s status for withholding Tax tax purposes in the an applicable jurisdiction including, for the avoidance of doubt, such other documentation as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirementsjurisdiction.
(ii) Without limiting the generality of the foregoing,
(A) any Lender that is a “United States Personperson” within the meaning of Section 7701(a)(30) of the Code shall deliver to the Borrowers Borrower, AGFC 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 request of such Borrower or the Administrative Agent) two executed originals of IRS Form W-9W-9 or such other documentation or information prescribed by applicable Laws or reasonably requested by the Borrower, AGFC or the Administrative Agent as will enable the Borrower, AGFC 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; and
(B) each Foreign Lender that is entitled under the Code or any applicable treaty to an exemption from or reduction of U.S. federal withholding Tax tax with respect to any payments hereunder or under any other Loan Document shall deliver to the Borrowers Borrower, AGFC and the Administrative Agent, Agent (in such number of signed originals 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 (1) if any documentation previously delivered has expired or become obsolete, invalid or incorrect, or (2) upon the request of such Borrower the Borrower, AGFC or the Administrative Agent), two copies of whichever of the following is applicable:
(I) executed originals of IRS Form W-8BEN (or IRS Form W-8BEN-E, as applicable, any successor thereto) claiming eligibility for benefits of an income tax treaty to which the United States is a party,
(II) executed originals of IRS Form W-8ECIW-8ECI (or any successor thereto),
(III) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section Sections 881(c) or 871(h) of the CodeCode (the “Portfolio Interest Exemption”), (x) a certificate substantially in the form of Exhibit G-1 J-1 , Exhibit J-2, Exhibit J-3 or Exhibit J-4, as applicable (a “Tax Status Certificate”), to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section Section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the Borrowers Borrower or AGFC within the meaning of section Section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in section Section 881(c)(3)(C) of the Code Code, and that no interest payments under any Loan Document are to be received is effectively connected with such Foreign Lender’s conduct of a United States U.S. trade or business (a “U.S. Tax Compliance Certificate”) and (y) duly completed and executed originals original copies of IRS Form W-8BEN (or IRS Form W-8BEN-E, as applicableany successor thereto),
(IV) to the extent a Foreign where such Lender is a partnership (for U.S. federal income tax purposes) or otherwise not the a beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECIowner (e.g. where such Lender has sold a typical participation), IRS Form W-8BEN W-8IMY (or IRS Form W-8BEN-Eany successor thereto) and all required supporting documentation (including, where one or more of the underlying beneficial owner(s) is claiming the benefits of the Portfolio Interest Exemption, a U.S. Tax Compliance Status Certificate substantially in the form of Exhibit G-2 or Exhibit G-3such beneficial owner(s) (provided that, 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 not a participating Lender, the Tax Status Certificate from the beneficial owner(s) and one or more direct or indirect partners of such may be provided by the Foreign Lender are claiming on the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-4 on behalf of such direct and indirect partner(sbeneficial owner’s behalf)), or
(V) executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal federal withholding Tax tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Borrowers Borrower, AGFC or the Administrative Agent to determine the withholding or deduction required to be made.
(iii) . Each Lender agrees that if any documentation it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such documentation promptly or promptly notify the Borrowers Borrower, AGFC and the Administrative Agent of any change in writing of its legal ineligibility to do socircumstances which would modify or render invalid any documentation previously provided and provide any appropriate updated documentation. Notwithstanding any other provision of anything to the contrary in this Section 3.01(e), no Lender shall be required to deliver any documentation such Lender that it is not legally eligible to deliver.
Appears in 2 contracts
Samples: Credit Agreement (American General Finance Corp), Credit Agreement (American General Finance Inc)
Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Borrowers Borrower and to the Administrative Agent, at the such time or times reasonably requested by the Borrowers Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws laws or by the taxing authorities of any jurisdiction and such other information reasonably requested by the Borrowers or the Administrative Agent information as will permit the Borrowers Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not any 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 any payments to be made to such Lender by any Borrower Loan Party pursuant to this Agreement any Loan Document or otherwise to establish such Lender’s status for withholding Tax tax purposes in the applicable jurisdiction includingjurisdiction. Any documentation and information required to be delivered by a Lender pursuant to this Section 2.17(e) (including any specific documentation set forth in subsection (ii) and (iii) below) shall be delivered by such Lender (i) on or prior to the Closing Date (or on or prior to the date it becomes a party to this Agreement), for (ii) on or before any date on which such documentation expires or becomes obsolete, (iii) after the avoidance occurrence of doubtany change in the Lender’s circumstances requiring a change in the most recent documentation previously delivered by it to the Borrower and the Administrative Agent and (iv) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent, and each such Lender shall promptly notify in writing the Borrower and the Administrative Agent if such Lender is no longer legally eligible to provide any documentation previously provided.
(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 (a “U.S. Lender”) shall deliver to the Borrower and the 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 the Administrative Agent as will enable the Borrower or the Administrative Agent Agent, as the case may be, to determine whether or not such Lender is subject to backup withholding or information reporting requirements.
(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 Borrowers 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 request of such Borrower or the Administrative Agent) two executed originals of IRS Form W-9; and
(B) each Foreign Lender that is entitled under the Code or any applicable treaty to an exemption from or reduction of U.S. federal withholding Tax tax with respect to any payments hereunder or under any other Loan Document shall deliver to the Borrowers Borrower and the Administrative Agent, on or prior to Agent (in such number of copies as shall be requested by the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of such Borrower or the Administrative Agent), two copies of recipient) whichever of the following is applicable:
(I1) executed originals of IRS Internal Revenue Service Form W-8BEN or IRS Form W-8BEN-E, as applicable, claiming eligibility for benefits of an income tax treaty to which the United States is a party,;
(II2) executed originals of IRS Internal Revenue Service Form W-8ECI,;
(III3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section Section 881(c) of the Code, (x) a certificate certificate, substantially in the form of Exhibit G-1 X-0, X-0, X-0 or H-4 (a “Non-Bank Certificate”), to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section Section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the Borrowers Borrower within the meaning of section Section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in section Section 881(c)(3)(C) of the Code Code, and that no interest payments under any Loan Document are effectively connected with such Foreign Lender’s conduct of a United States trade or business (a “U.S. Tax Compliance Certificate”) income and (y) executed originals of IRS Form W-8BEN or IRS Internal Revenue Service Form W-8BEN-E, as applicable,;
(IV4) to the extent a Foreign where such Lender is a partnership (for U.S. federal income tax purposes) or otherwise not the a beneficial ownerowner (e.g., executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECIwhere such Lender has sold a participation), IRS Form W-8BEN W-8IMY and all required supporting documentation (including, where one or IRS Form W-8BEN-Emore of the underlying beneficial owner(s) is claiming the benefits of the portfolio interest exemption, a U.S. Tax Compliance Non-Bank Certificate substantially in the form of Exhibit G-2 or Exhibit G-3such beneficial owner(s) (provided that, 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 not a participating Lender, the Non-Bank Certificate(s) and one or more direct or indirect partners of such may be provided by the 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 G-4 on behalf of such direct and indirect partner(sthe beneficial owner(s), ); or
(V5) executed originals of any other form prescribed by applicable Laws laws as a basis for claiming exemption from or a reduction in United States Federal federal withholding Tax tax together with such supplementary documentation as may be prescribed by applicable Laws laws to permit the Borrowers Borrower or the Administrative Agent to determine the withholding or deduction required to be made.
(iii) Each If a payment made to a Lender agrees that under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if any documentation it previously delivered expires such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or becomes obsolete or inaccurate in any respect1472(b) of the Code, it as applicable), such Lender shall update such documentation promptly or promptly notify deliver to the Borrowers Borrower and the Administrative Agent in writing 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 its legal ineligibility 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 do so. Notwithstanding any other provision of this Section 3.01(e), no Lender shall be required comply with their obligations under FATCA and to deliver any documentation 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.
(iv) The Administrative Agent shall deliver to the Borrower on or prior to the Closing Date (and from time to time thereafter as reasonably requested by the Borrower) a properly certified IRS Form W-9 certifying that it is not legally eligible subject to deliverU.S. federal backup withholding or an applicable IRS Form W-8 in the case where the Administrative Agent is a non-U.S. person.
Appears in 2 contracts
Samples: Credit Agreement (PetroLogistics LP), Credit Agreement (PetroLogistics LP)
Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Borrowers Company and to the Administrative Agent, at the time or times prescribed by applicable Laws or when reasonably requested by the Borrowers Company or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other information reasonably requested by the Borrowers or the Administrative Agent information as will permit the Borrowers Company or the Administrative Agent, as the case may be, (A) to determine (A1) whether or not any payments made by the respective Borrowers to such Lender hereunder or under any other Loan Document are subject to TaxesTaxes or information reporting, (B2) if applicable, the required rate of withholding or deductiondeduction with respect to such payments, and (C3) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of any all payments to be made to such Lender by any Borrower the respective Borrowers pursuant to this Agreement or otherwise any other Loan Document or (B) to establish such Lender’s status for withholding Tax tax purposes in the applicable jurisdiction includingjurisdictions.
(ii) Without limiting the generality of clause (i) above, if a Borrower is resident for tax purposes in the avoidance United States,
(A) any Lender that is a “United States person” within the meaning of doubt, Section 7701(a)(30) of the Code shall deliver to the Company and the Administrative Agent (in such number of copies as shall be requested by the recipient) executed originals of Internal Revenue Service Form W-9 or such other documentation as will enable or information prescribed by applicable Laws or reasonably requested by the Company on behalf of such Borrower or the Administrative Agent as will enable such Borrower 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.
(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 Borrowers 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 request of such Borrower or the Administrative Agent) two executed originals of IRS Form W-9; and;
(B) each Foreign Lender that is entitled under the Code or any applicable treaty to an exemption from or reduction of withholding Tax tax with respect to any payments hereunder or under any other Loan Document shall deliver to the Borrowers Company and the Administrative Agent, Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Company on behalf of such Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so, or at such times prescribed by applicable Law), two copies of whichever of the following is applicable:
(I) executed originals of IRS Form W-8BEN or IRS Internal Revenue Service Form W-8BEN-E, as applicableor successor applicable form, claiming eligibility for benefits of an income tax treaty to which the United States is a party,
(II) executed originals of IRS Internal Revenue Service Form W-8ECI, or successor applicable form,
(III) executed originals of Internal Revenue Service Form W-8IMY, or successor applicable form, and all required supporting documentation,
(IV) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit G-1 to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section Section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the Borrowers such Borrower within the meaning of section 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 that no interest payments under any Loan Document are effectively connected with such Foreign Lender’s conduct of a United States trade or business (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN or IRS Internal Revenue Service Form W-8BEN-E, as applicable,
(IV) 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 IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit G-3, 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 not a participating Lender) 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 G-4 on behalf of such direct and indirect partner(s)successor applicable form, or
(V) 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 tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Borrowers such Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and
(C) 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, L/C Issuer or Administrative Agent 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, L/C Issuer or Administrative Agent shall deliver to the applicable Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the applicable 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 applicable Borrower or the Administrative Agent as may be necessary for such Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender, L/C Issuer or Administrative Agent has complied with such Lender’s, L/C Issuer’s or Administrative Agent’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (C), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.
(iii) Each Lender agrees that if any documentation it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such documentation promptly or promptly (A) notify the Borrowers Company and the Administrative Agent of any change in writing circumstances which would modify or render invalid any claimed exemption or reduction in withholding taxes, (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 legal ineligibility Lending Office) to do so. Notwithstanding avoid any requirement of applicable Laws of any jurisdiction that any Borrower or the Administrative Agent make any withholding or deduction for taxes from amounts payable to such Lender, and (C) deliver to the applicable Borrower and the Administrative Agent (1) such other provision documentation or information prescribed by applicable Law following the occurrence of any event requiring a change in the most recent documentation previously delivered pursuant to this Section 3.01(e)subsection (e) so as to maintain compliance with such Lender’s obligations thereunder, no and (2) prior to the date on which any documentation delivered pursuant to this subsection (e) expires or becomes obsolete, such documentation as may be necessary to maintain compliance with such Lender’s obligations thereunder.
(iv) Each of the Borrowers shall promptly deliver to the Administrative Agent or any Lender, as the Administrative Agent or such Lender shall reasonably request, such documents and forms reasonably requested as are required by any relevant taxing authorities under the Laws of any jurisdiction, duly executed and completed by such Borrower, to be required to deliver any documentation furnished by such Lender is not legally eligible or the Administrative Agent under such Laws in connection with any payment by the Administrative Agent or any Lender of Taxes or Other Taxes, or otherwise in connection with the Loan Documents, with respect to deliversuch jurisdiction.
Appears in 2 contracts
Samples: Third Amended and Restated Credit Agreement (Plains All American Pipeline Lp), Credit Agreement (Plains All American Pipeline Lp)
Status of Lenders; Tax Documentation. (i) Each Lender Lender, each L/C Issuer and each Existing L/C Issuer shall deliver to the Borrowers Company and to the Administrative Agent, at the time or times prescribed by applicable Laws or when reasonably requested by the Borrowers Company or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other information reasonably requested by the Borrowers or the Administrative Agent information as will permit the Borrowers Company or the Administrative Agent, as the case may be, to determine (A) whether or not any payments made by the respective Borrowers 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, such L/C Issuer’s or such Existing L/C Issuer’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of any all payments to be made to such Lender Lender, such L/C Issuer or such Existing L/C Issuer by any Borrower the respective Borrowers pursuant to this Agreement or otherwise to establish such Lender’s, such L/C Issuer’s or such Existing L/C Issuer’s status for withholding Tax tax purposes in the applicable jurisdiction including, for the avoidance of doubt, such other documentation as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirementsjurisdictions.
(ii) Without limiting the generality of the foregoing, if a Borrower is resident for tax purposes in the Xxxxxx Xxxxxx,
(A) any Lender Lender, any L/C Issuer or any Existing L/C Issuer that is a “United States Personperson” within the meaning of Section 7701(a)(30) of the Code shall deliver to the Borrowers Company and the Administrative Agent on executed originals of Internal Revenue Service Form W-9 or prior to such other documentation or information prescribed by applicable Laws or reasonably requested by the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon Company or the request of Administrative Agent as will enable such Borrower or the Administrative Agent) two executed originals of IRS Form W-9, as the case may be, to determine whether or not such Lender, such L/C Issuer or such Existing L/C Issuer is subject to backup withholding or information reporting requirements; and
(B) Each Foreign Lender, and each L/C Issuer and Existing L/C Issuer that is a Foreign Lender Lender, that is entitled under the Code or any applicable treaty to an exemption from or reduction of withholding Tax tax with respect to any payments hereunder or under any other Loan Document shall deliver to the Borrowers Company and the Administrative Agent, Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender Lender, such L/C Issuer or such Existing L/C Issuer becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Company on behalf of such Borrower or the Administrative Agent, but only if such Foreign Lender, such L/C Issuer or such Existing L/C Issuer is legally entitled to do so), two copies of whichever of the following is applicable:
(I) duly completed and executed originals of IRS Form W-8BEN or IRS Internal Revenue Service Form W-8BEN-E, as applicableor any successor form thereto, claiming eligibility for benefits of an income tax treaty to which the United States is a party,;
(II) duly completed and executed originals of IRS Internal Revenue Service Form W-8ECI,, or any successor form thereto;
(III) executed originals of Internal Revenue Service Form W-8IMY and all required supporting documentation;
(IV) in the case of a Foreign Lender Lender, L/C Issuer or Existing L/C Issuer 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 G-1 to the effect that such Foreign Lender Lender, such L/C Issuer or such Existing L/C Issuer is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the Borrowers such 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 that no interest payments under any Loan Document are effectively connected with such Foreign Lender’s conduct of a United States trade or business (a “U.S. Tax Compliance Certificate”) and (y) duly completed and executed originals of IRS Form W-8BEN or IRS Internal Revenue Service Form W-8BEN-E, as applicable,
(IV) 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 IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the any successor form of Exhibit G-2 or Exhibit G-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicablethereto; provided that if the Foreign Lender is a partnership (and not a participating Lender) 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 G-4 on behalf of such direct and indirect partner(s), or
(V) duly completed and 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 tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Borrowers such Borrower or the Administrative Agent to determine the withholding or deduction required to be made.
(iii) Each Lender agrees that if any documentation it previously delivered expires or becomes obsolete or inaccurate in any respectLender, it each L/C Issuer and each Existing L/C Issuer shall update such documentation promptly or promptly (A) notify the Borrowers Company and the Administrative Agent of any change in writing circumstances which would modify or render invalid any claimed exemption or reduction, and (B) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Lender, such L/C Issuer or such Existing L/C Issuer, and as may be reasonably necessary (including the re-designation of its legal ineligibility Lending Office) to do so. Notwithstanding avoid any other provision requirement of this Section 3.01(eapplicable Laws of any jurisdiction that any Borrower or the Administrative Agent make any withholding or deduction for Taxes from amounts payable to such Lender, such L/C Issuer or such Existing L/C Issuer.
(iv) Each of the Borrowers shall promptly deliver to the Administrative Agent or any Lender, as the Administrative Agent or such Lender shall reasonably request, on or prior to the Signing Date (or such later date on which it first becomes a Borrower), no Lender shall be 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 Borrower, as are required to deliver any documentation be furnished by such Lender is not legally eligible or the Administrative Agent under such Laws in connection with any payment by the Administrative Agent or any Lender of Taxes or Other Taxes, or otherwise in connection with the Loan Documents, with respect to deliversuch jurisdiction.
Appears in 2 contracts
Samples: Credit Agreement (Towers Watson & Co.), Credit Agreement (Towers Watson Delaware Inc.)
Status of Lenders; Tax Documentation. (i) Each any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Code shall deliver to the Borrowers Borrower and to the Administrative Agent, at the time Agent executed originals of Internal Revenue Service Form W-9 or times reasonably requested by the Borrowers such other documentation or the Administrative Agent, such properly completed and executed documentation information prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other information reasonably requested by the Borrowers Borrower or the Administrative Agent as will permit enable the Borrowers Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not any 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 any payments to be made to such Lender by any Borrower pursuant to this Agreement or otherwise to establish such Lender’s status for withholding Tax purposes in the applicable jurisdiction including, for the avoidance of doubt, such other documentation 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; and.
(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 Borrowers 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 request of such Borrower or the Administrative Agent) two executed originals of IRS Form W-9; and
(B) each Foreign Lender that is entitled under the Code or any applicable treaty to an exemption from or reduction of withholding Tax tax with respect to any payments hereunder or under any other Loan Document shall deliver to the Borrowers Borrower and the Administrative Agent, Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of such the Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), two copies of whichever of the following is applicable:
(IA) executed originals of IRS Internal Revenue Service Form W-8BEN or IRS Form W-8BEN-E, as applicable, claiming eligibility for benefits of an income tax treaty to which the United States is a party,
(IIB) executed originals of IRS Internal Revenue Service Form W-8ECI,
(IIIC) executed originals of Internal Revenue Service 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, (x) a certificate substantially in the form of Exhibit G-1 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 Borrowers 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 that no interest payments under any Loan Document are effectively connected with such Foreign Lender’s conduct of a United States trade or business (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN or IRS Internal Revenue Service Form W-8BEN-E, as applicable,
(IV) 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 IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit G-3, 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 not a participating Lender) 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 G-4 on behalf of such direct and indirect partner(s), or
(VE) 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 tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Borrowers Borrower or the Administrative Agent to determine the withholding or deduction required to be made.
(iii) Each Lender agrees that if any documentation it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such documentation promptly or promptly (A) notify the Borrowers Borrower and the Administrative Agent of any change in writing circumstances which would modify or render invalid any claimed exemption or reduction, 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 legal ineligibility Lending Office) to do so. Notwithstanding avoid any other provision requirement of this Section 3.01(e), no Lender shall be required applicable Laws of any jurisdiction that the Borrower or the Administrative Agent make any withholding or deduction for taxes from amounts payable to deliver any documentation such Lender is not legally eligible to deliverLender.
Appears in 2 contracts
Samples: Bridge Loan Agreement (Cardinal Health Inc), 364 Day Credit Agreement (Cardinal Health Inc)
Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Borrowers Borrower and to the Administrative Agent, at the time or times prescribed by applicable Laws or when reasonably requested by the Borrowers Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other information reasonably requested by the Borrowers or the Administrative Agent information as will permit the Borrowers Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not any 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 any all payments to be made to such Lender by any Borrower pursuant to this Agreement or otherwise to establish such Lender’s status for withholding Tax tax purposes in the applicable jurisdiction includingjurisdiction.
(ii) Without limiting the generality of the foregoing, if Borrower is resident for tax purposes in the avoidance United States,
(A) any Lender that is a “United States person” within the meaning of doubt, Section 7701(a)(30) of the Code shall deliver to Borrower and Administrative Agent executed originals of IRS Form W-9 or such other documentation or information prescribed by applicable Laws or reasonably requested by Borrower or Administrative Agent as will enable the Borrower or Administrative Agent, as the Administrative Agent case may be, to determine whether or not such Lender is subject to backup withholding or information reporting requirements.
(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 Borrowers 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 request of such Borrower or the Administrative Agent) two executed originals of IRS Form W-9; and
(B) each Foreign Lender that is entitled under the Code or any applicable treaty to an exemption from or reduction of withholding Tax tax with respect to any payments hereunder or under any other Loan Document shall deliver to Borrower and Administrative Agent (in such number of copies as shall be requested by the Borrowers and the Administrative Agent, 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 such Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), two copies of whichever of the following is applicable:
(I1) executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, claiming eligibility for benefits of an income tax treaty to which the United States is a party,
(II2) executed originals of IRS Form W-8ECI,
(III3) executed originals of IRS Form W-8IMY and all required supporting documentation,
(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 substantially in the form of Exhibit G-1 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 Borrowers 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 that no interest payments under any Loan Document are effectively connected with such Foreign Lender’s conduct of a United States trade or business (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable,
(IV) 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 IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit G-3, 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 not a participating Lender) 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 G-4 on behalf of such direct and indirect partner(s), or
(V5) 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 tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Borrowers Borrower or the Administrative Agent to determine the withholding or deduction required to be made.
(iii) Each Lender agrees shall promptly (A) notify Borrower and Administrative 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 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 of any jurisdiction that Borrower or Administrative Agent make any withholding or deduction for taxes from amounts payable to such Lender.
(iv) If a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if any documentation it previously delivered expires such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or becomes obsolete 1472(b) of the Code, as applicable), such Lender shall deliver to Borrower and Administrative Agent at the time or inaccurate in any respect, it shall update times prescribed by law and at such time or times reasonably requested by Borrower or Administrative Agent such documentation promptly prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by Borrower or promptly notify the Borrowers and the Administrative Agent in writing of its legal ineligibility as may be necessary for Borrower and Administrative Agent to do socomply 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. Notwithstanding any other provision Solely for purposes of this Section 3.01(eclause (iv), no Lender “FATCA” shall be required include any amendments made to deliver any documentation such Lender is not legally eligible to deliverFATCA after the date of this Agreement.
Appears in 2 contracts
Samples: Credit Agreement (PMC Commercial Trust /Tx), Credit Agreement (PMC Commercial Trust /Tx)
Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Borrowers Company and to the Administrative Agent, at the time or times prescribed by applicable Laws or when reasonably requested by the Borrowers Company or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other information reasonably requested by the Borrowers or the Administrative Agent information as will permit the Borrowers Company or the Administrative Agent, as the case may be, to determine (A) whether or not any 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 any all payments to be made to such Lender by any Borrower the Company pursuant to this Agreement or otherwise to establish such Lender’s status for withholding Tax tax purposes in the applicable jurisdiction includingjurisdiction.
(ii) Without limiting the generality of the foregoing, if the Company is resident for tax purposes in the avoidance United States:
(A) Any Lender that is a “United States person” within the meaning of doubt, Section 7701(a)(30) of the Internal Revenue Code shall deliver to the Company and 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 Company or the Administrative Agent as will enable the Borrower Company or the Administrative Agent Agent, as the case may be, to determine whether or not such Lender is subject to backup withholding or information reporting requirements.
(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 Borrowers 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 request of such Borrower or the Administrative Agent) two executed originals of IRS Form W-9; and
(B) each Each Foreign Lender that is entitled under the Internal Revenue Code or any applicable treaty to an exemption from or reduction of withholding Tax tax with respect to any payments hereunder or under any other Loan Document shall deliver to the Borrowers Company and the Administrative Agent, Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of such Borrower the Company or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), two copies of whichever of the following is applicable:
(I) executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, claiming eligibility for benefits of an income tax treaty to which the United States is a party,
(II) executed originals of IRS Form W-8ECI,
(III) executed originals of IRS Form W-8IMY and all required supporting documentation;
(IV) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Internal Revenue Code, (x) a certificate substantially in the form of Exhibit G-1 to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Internal Revenue Code, (B) a “10 percent shareholder” of the Borrowers Company within the meaning of section 881(c)(3)(B) of the Internal Revenue Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Internal Revenue Code and that no interest payments under any Loan Document are effectively connected with such Foreign Lender’s conduct of a United States trade or business (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable,
(IV) 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 IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit G-3, 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 not a participating Lender) 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 G-4 on behalf of such direct and indirect partner(s), or
(V) 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 tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Borrowers Company or the Administrative Agent Agent, as the case may be, to determine the withholding or deduction required to be made.
(iii) Each If a payment made to a Lender agrees that under any Loan Document would be subject to United States Federal withholding tax imposed by FATCA if any documentation it previously delivered expires such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or becomes obsolete or inaccurate in any respect1472(b) of the Internal Revenue Code, it as applicable), such Lender shall update such documentation promptly or promptly notify deliver to the Borrowers Company and the Administrative Agent at the time or times prescribed by Law and at such time or times reasonably requested by the Company or the Administrative Agent such documentation prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Company or the Administrative Agent as may be necessary for the Company 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.
(iv) Each Lender shall promptly (A) notify the Company and the Administrative Agent of any change in writing circumstances which would modify or render invalid any claimed exemption or reduction, 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 legal ineligibility Lending Office) to do so. Notwithstanding avoid any other provision requirement of this Section 3.01(e), no Lender shall be required applicable Laws of any jurisdiction that the Company or the Administrative Agent make any withholding or deduction for taxes from amounts payable to deliver any documentation such Lender is not legally eligible to deliverLender.
Appears in 2 contracts
Samples: Credit Agreement (Mattel Inc /De/), Credit Agreement (Mattel Inc /De/)
Status of Lenders; Tax Documentation. (i) Each Lender that is a U.S. Person shall deliver to the Borrowers and to the Administrative Agent, at the time or times reasonably requested by the Borrowers or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other information reasonably requested by the Borrowers or the Administrative Agent as will permit the Borrowers or the Administrative Agent, as the case may be, to determine (A) whether or not any 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 any payments to be made to such Lender by any Borrower pursuant to this Agreement or otherwise to establish such Lender’s status for withholding Tax purposes in the applicable jurisdiction including, for the avoidance of doubt, such other documentation 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.
(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 Borrowers and the Administrative Agent on or prior to before the date on which it becomes a party to this Agreement two (2) duly completed and executed originals of United States Internal Revenue Service Form W-9 (or any successor form) certifying that such Lender is exempt from U.S. federal withholding tax.
(ii) Each Foreign Lender agrees that such Lender will deliver to Borrower and the Administrative Agent (or, in the case of a Participant, to the Lender from which the related participation shall have been purchased) two (2) duly completed and executed originals of United States Internal Revenue Service Form X-0 XXX, X-0 ECI and/or W 8 IMY (together with any applicable underlying Internal Revenue Service withholding certificates that may be required) certifying in each case that such Lender is entitled to receive payments from Borrower under the Loan Documents without deduction or withholding of any United States federal income taxes. Such forms shall be delivered by each Foreign Lender on or before the date it becomes a Lender under party to this Agreement (or, in the case of any Participant, on or before the date such Participant purchases the related participation) and from time to time thereafter upon the request of such Borrower or the Administrative Agent. Each Lender which so delivers a Form X-0 XXX, X-0 ECI or W-8 IMY further undertakes to deliver to Borrower and the Administrative Agent two (2) two additional executed originals of IRS Form W-9; and
such form (Bor a successor form) each Foreign Lender that is entitled under on or before such form expires or becomes obsolete or after the Code occurrence of any event requiring a change in the most recent form so delivered by it and such amendments thereto or any applicable treaty to an exemption from extensions or reduction of withholding Tax with respect to any payments hereunder renewals thereof as may be reasonably requested by Borrower or under any other Loan Document shall deliver to the Borrowers and the Administrative Agent, in each case, certifying that such Lender is entitled to receive payments from Borrower under the Loan Documents without deduction or withholding of any United States federal income taxes, unless (A) an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and (B) such Lender advises Borrower and the Administrative Agent that it is not capable of receiving such payments without any deduction or withholding of United States federal income tax. Any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to 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 Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of such Borrower or the Administrative Agent), two copies of whichever of the following is applicable:
(I) executed originals of IRS Form W-8BEN any other form prescribed by applicable law as a basis for claiming exemption from or IRS Form W-8BEN-E, as applicable, claiming eligibility for benefits of an income tax treaty to which the a reduction in United States is a party,federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit Borrower or the Administrative Agent to determine the withholding or deduction required to be made.
(IIiii) executed originals of IRS Form W-8ECI,
(III) in In addition to the case of a applicable United States Internal Revenue Service Forms required to be delivered pursuant to Section 2.16(e)(ii), each Foreign Lender claiming the benefits of the exemption for portfolio interest under section Section 881(c) of the Code, (x) Code shall deliver a certificate substantially in the form of Exhibit G-1 to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section Section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the Borrowers Borrower within the meaning of section Section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in section Section 881(c)(3)(C) of the Code and that no interest payments Code.
(iv) If a payment made to a Lender, the Administrative Agent or any Issuing Bank under any Loan Document are effectively connected with such Foreign Lender’s conduct of a would be subject to United States trade federal withholding Tax imposed by FATCA if such Lender, the Administrative Agent or business Issuing Bank were to fail to comply with the applicable reporting requirements of FATCA (a “U.S. Tax Compliance Certificate”including those contained in Section 1471(b) and (yor 1472(b) executed originals of IRS Form W-8BEN or IRS Form W-8BEN-Ethe Code, as applicable,
(IV) 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 IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit G-3, 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 not a participating Lender) 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 Lender, the form of Exhibit G-4 on behalf of such direct Administrative Agent or Issuing Bank shall deliver to Borrower and indirect partner(s), or
(V) executed originals of any other form the Administrative Agent at the time or times prescribed by applicable Laws as a basis for claiming exemption from law and at such time or a reduction in United States Federal withholding Tax together with such supplementary documentation as may be prescribed times reasonably requested by applicable Laws to permit the Borrowers Borrower or the Administrative Agent to determine the withholding or deduction required to be made.
(iii) Each Lender agrees that if any documentation it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such documentation promptly prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by Borrower or promptly notify the Borrowers Administrative Agent as may be necessary for Borrower and the Administrative Agent in writing to comply with their obligations under FATCA and to determine that such Lender, the Administrative Agent or Issuing Bank has complied with the obligations of its legal ineligibility such Lender, the Administrative Agent or Issuing Bank under FATCA or to do sodetermine the amount to deduct and withhold from such payment. Notwithstanding any other provision Solely for purposes of this Section 3.01(e2.16(e)(iv), no Lender “FATCA” shall be required include any amendments made to deliver any documentation such Lender is not legally eligible to deliverFATCA after the date of this Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Apache Corp), Credit Agreement (Apache Corp)
Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Borrowers Borrower and to the Administrative Agent, at the time or times prescribed by applicable Laws or when reasonably requested by the Borrowers Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other information reasonably requested by the Borrowers or the Administrative Agent information as will permit the Borrowers Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not any payments made by the respective Borrower 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 any all payments to be made to such Lender by any the respective Borrower pursuant to this Agreement or otherwise to establish such Lender’s status for withholding Tax tax purposes in the applicable jurisdiction includingjurisdictions.
(ii) Without limiting the generality of the foregoing, if the Borrower is resident for tax purposes in the avoidance United States,
(A) any Lender that is a “United States person” within the meaning of doubt, Section 7701(a)(30) of the Code shall deliver to the Borrower and the 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 the Administrative Agent as will enable the Borrower or the Administrative Agent Agent, as the case may be, to determine whether or not such Lender is subject to backup withholding or information reporting requirements.
(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 Borrowers 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 request of such Borrower or the Administrative Agent) two executed originals of IRS Form W-9; and
(B) each Each Foreign Lender that is entitled under the Code or any applicable treaty to an exemption from or reduction of withholding Tax tax with respect to any payments hereunder or under any other Loan Document shall deliver to the Borrowers Borrower and the Administrative Agent, Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of such the Borrower on behalf of the Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), two copies of whichever of the following is applicable:
(I) executed originals of IRS Form W-8BEN or IRS Internal Revenue Service Form W-8BEN-E, as applicable, E claiming eligibility for benefits of an income tax treaty to which the United States is a party,
(II) executed originals of IRS Internal Revenue Service 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 G-1 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 Borrowers 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 that no interest payments under any Loan Document are effectively connected with such Foreign Lender’s conduct of a United States trade or business (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Internal Revenue Service Form W-8BEN or IRS Form W-8BEN-E, as applicableW-8IMY and all required supporting documentation,
(IV) 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 IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit G-3, 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 not a participating Lender) 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 G-4 on behalf of such direct and indirect partner(s), or
(V) executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal withholding Tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Borrowers or the Administrative Agent to determine the withholding or deduction required to be made.
(iii) Each Lender agrees that if any documentation it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such documentation promptly or promptly notify the Borrowers and the Administrative Agent in writing of its legal ineligibility to do so. Notwithstanding any other provision of this Section 3.01(e), no Lender shall be required to deliver any documentation such Lender is not legally eligible to deliver.
Appears in 2 contracts
Samples: Credit Agreement (Church & Dwight Co Inc /De/), Credit Agreement (Church & Dwight Co Inc /De/)
Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Borrowers Borrower, the Paying Agent and to the Administrative Agent, at the time such Lender becomes a party to this Agreement and at the time or times reasonably requested by the Borrowers Borrower, the Paying Agent or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other information reasonably requested by the Borrowers or the Administrative Agent information as will permit the Borrowers Borrower, the Paying Agent or the Administrative Agent, as the case may be, to determine (A) whether or not any 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 any payments to be made to such Lender by any the Borrower pursuant to this Agreement or otherwise to establish such Lender’s status for withholding Tax tax purposes in the applicable jurisdiction includingand (D) the applicability of, for or compliance with, any obligations in respect of the avoidance exchange of doubt, such other documentation as will enable information by or on behalf of the Borrower Paying Agent or the Administrative Agent to determine whether under or not such Lender is subject to backup withholding or information reporting requirementsin connection with the EU Savings Directive.
(ii) Without limiting the generality of the foregoing,;
(A) any Lender that is a “United States Personperson” within the meaning of Section 7701(a)(30) of the Code shall deliver to the Borrowers Borrower and the Administrative Agent 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 request of such the Borrower or the Administrative Agent) two ), executed originals of IRS Internal Revenue Service Form W-9W-9 or such other documentation or information prescribed by applicable United States federal Laws or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower 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; 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 tax with respect to any payments hereunder or under any other Loan Document shall deliver to the Borrowers Borrower and the Administrative Agent, Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of such the Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), two copies of whichever of the following is applicable:
(I1) executed originals of IRS Internal Revenue Service Form W-8BEN or IRS Form W-8BEN-E, as applicable, claiming eligibility for benefits of an income tax treaty to which the United States is a party,
(II2) executed originals of IRS Internal Revenue Service Form W-8ECI,
(III3) executed originals of Internal Revenue Service Form W-8IMY and all required supporting documentation,
(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 substantially in the form of Exhibit G-1 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 Borrowers 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 that no interest payments under any Loan Document are effectively connected with such Foreign Lender’s conduct of a United States trade or business (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN or IRS Internal Revenue Service Form W-8BEN-E, as applicable,
(IV) 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 IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit G-3, 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 not a participating Lender) 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 G-4 on behalf of such direct and indirect partner(s), or
(V5) 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 tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Borrowers Borrower or the Administrative Agent to determine the withholding or deduction required to be made.
(iii) Each Lender agrees that if any documentation it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such documentation promptly or promptly (A) notify the Borrowers Borrower, the Paying Agent and the Administrative Agent of any change in writing circumstances which would modify or render invalid any claimed exemption or reduction, and (B) at the request and expense of the Borrower, take such steps as shall not be materially disadvantageous to it as determined in the sole good faith discretion of such Lender, and as may be reasonably necessary (including the re-designation of its legal ineligibility Lending Office) to do soavoid any requirement of applicable Laws of any jurisdiction that the Borrower, the Paying Agent or the Administrative Agent make any withholding or deduction for Indemnified Taxes from amounts payable to such Lender.
(iv) 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, the Paying Agent 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, the Paying Agent or the Administrative Agent as may be necessary for (i) the Borrower, the Paying Agent and the Administrative Agent to comply with their obligations under FATCA and (ii) 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. Notwithstanding any other provision Solely for purposes of this Section 3.01(eclause (iv), no Lender “FATCA” shall be required include any amendments made to deliver any documentation such Lender is not legally eligible to deliverFATCA after the date of this Agreement.
Appears in 2 contracts
Samples: Term Loan Credit Agreement, Term Loan Credit Agreement (International Lease Finance Corp)
Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Borrowers Borrower and to the Administrative Agent, at the time or times prescribed by applicable Laws or when reasonably requested by the Borrowers Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other information reasonably requested by the Borrowers documentation or the Administrative Agent information as will permit the Borrowers Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not any 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 any all payments to be made to such Lender by any the Borrower pursuant to this Agreement or otherwise to establish such Lender’s status for withholding Tax tax purposes in the applicable jurisdiction including, for the avoidance of doubt, such other documentation as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirementsjurisdiction.
(ii) Without limiting the generality of the foregoing,:
(A) any Lender that is a “United States Person” within the meaning of Section 7701(a)(30) of the Code U.S. Person shall deliver to the Borrowers 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 such the Borrower or the Administrative Agent) two ), executed originals of IRS Form W-9; andW-9 certifying that such Lender is exempt from U.S. federal backup withholding tax
(B) each any Foreign Lender that shall, to the extent it is legally entitled under the Code or any applicable treaty to an exemption from or reduction of withholding Tax with respect to any payments hereunder or under any other Loan Document shall do so, deliver to the Borrowers Borrower and the Administrative Agent, Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of such the Borrower or the Administrative Agent), two copies of whichever of the following is applicable:
(I1) executed originals in the case of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, a Foreign Lender claiming eligibility for the benefits of an income tax treaty to which the United States is a party,party (x) with respect to payments of interest under any Loan Document, executed originals of IRS Form W-8BEN 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 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;
(II2) executed originals of IRS Form W-8ECI,;
(III3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit G-1 to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section Section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the Borrowers Borrower within the meaning of section Section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in section Section 881(c)(3)(C) of the Code and that no interest payments under any Loan Document are effectively connected with such Foreign Lender’s conduct of a United States trade or business (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable,; or
(IV4) 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 IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit G-3, 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 not a participating Lender) 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 G-4 on behalf of each such direct and indirect partner(spartner;
(C) any 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 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), or
(V) executed originals of any other form prescribed by applicable Laws Law as a basis for claiming exemption from or a reduction in United States Federal U.S. federal withholding Tax Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Laws Law to permit the Borrowers Borrower or the Administrative Agent to determine the withholding or deduction required to be made.; and
(iiiD) Each if a Payment made to a Lender agrees or the Administrative Agent under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender or Administrative Agent 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 or Administrative Agent 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 if such Lender or Administrative Agent has complied with such obligations of such Lender or Administrative Agent under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any documentation amendments made to FATCA after the date of this Agreement. If to any Lender’s knowledge, any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such documentation promptly form or certification or promptly notify the Borrowers Borrower and the Administrative Agent in writing of its legal ineligibility inability to do so. Notwithstanding any other provision of this Section 3.01(e), no .
(iii) Each Lender shall promptly (A) notify the Borrower and the Administrative 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 required materially disadvantageous to deliver 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 documentation requirement of applicable Laws of any jurisdiction that the Borrower or the Administrative Agent make any withholding or deduction for Taxes from amounts payable to such Lender.
(iv) Each Lender is not legally eligible agrees that if, to deliverits knowledge, any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or promptly notify the Borrower or the Administrative Agent in writing of its legal inability to do so.
Appears in 2 contracts
Samples: Credit Agreement (Western Refining Logistics, LP), Credit Agreement (Western Refining Logistics, LP)
Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Borrowers Company and to the Administrative Agent, at the time or times prescribed by applicable laws or when reasonably requested by the Borrowers Company or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws laws or by the taxing authorities of any jurisdiction and such other information reasonably requested by the Borrowers or the Administrative Agent information as will permit the Borrowers Company or the Administrative Agent, as the case may be, to determine (A) whether or not any 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 any all payments to be made to such Lender by any Borrower the Borrowers pursuant to this Agreement or otherwise to establish such Lender’s status for withholding Tax tax purposes in the applicable jurisdiction includingjurisdiction.
(ii) Without limiting the generality of the foregoing, if the Borrower is resident for tax purposes in the avoidance United States,
(A) any Lender that is a “United States person” within the meaning of doubt, § 7701(a)(30) of the Code shall deliver to the Company and the 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 Company or the Administrative Agent as will enable the Borrower Borrowers or the Administrative Agent Agent, as the case may be, to determine whether or not such Lender is subject to backup withholding or information reporting requirements.
(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 Borrowers 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 request of such Borrower or the Administrative Agent) two executed originals of IRS Form W-9; and
(B) each Foreign Lender that is entitled under the Code or any applicable treaty to an exemption from or reduction of withholding Tax tax with respect to any payments hereunder or under any other Loan Document shall deliver to the Borrowers Company and the Administrative Agent, Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of such Borrower the Company or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), two copies of whichever of the following is applicable:
(I) executed originals of IRS Internal Revenue Service Form W-8BEN or IRS Form W-8BEN-E, as applicable, claiming eligibility for benefits of an income tax treaty to which the United States is a party,
(II) executed originals of IRS Internal Revenue Service Form W-8ECI,
(III) executed originals of Internal Revenue Service Form W-8IMY and all required supporting documentation,
(IV) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit G-1 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 Borrowers 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 that no interest payments under any Loan Document are effectively connected with such Foreign Lender’s conduct of a United States trade or business (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN or IRS Internal Revenue Service Form W-8BEN-E, as applicable,
(IV) 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 IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit G-3, 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 not a participating Lender) 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 G-4 on behalf of such direct and indirect partner(s), or
(V) executed originals of any other form prescribed by applicable Laws laws as a basis for claiming exemption from or a reduction in United States Federal withholding Tax tax together with such supplementary documentation as may be prescribed by applicable Laws laws to permit the Borrowers or the Administrative Agent to determine the withholding or deduction required to be made.
(C) each Foreign Lender shall provide, promptly upon the reasonable demand of the Company or the Administrative Agent, any information, form or document, accurately completed, that may be required in order to demonstrate that such Foreign Lender is in compliance with the requirements of FATCA, including § 1471(b) of the Code, if such Foreign Lender is a foreign financial institution (as such term is defined in § 1471(d)(4) of the Code) or § 1472(b), if such Foreign Lender is a non-financial foreign entity (as such term is defined in § 1472(d) of the Code).
(iii) Each Lender agrees that if any documentation it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such documentation promptly or promptly (A) notify the Borrowers Company and the Administrative Agent of any change in writing circumstances which would modify or render invalid any claimed exemption or reduction, 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 legal ineligibility Lending Office) to do so. Notwithstanding avoid any other provision requirement of this Section 3.01(e), no Lender shall be required applicable laws of any jurisdiction that the Borrowers or the Administrative Agent make any withholding or deduction for taxes from amounts payable to deliver any documentation such Lender is not legally eligible to deliverLender.
Appears in 2 contracts
Samples: Loan Agreement (Moog Inc.), Loan Agreement (Moog Inc)
Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Borrowers Borrower Agent and to the Administrative Agent, at the time or times prescribed by applicable Laws or when reasonably requested by the Borrowers Borrower Agent or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other information reasonably requested by the Borrowers or the Administrative Agent information as will permit the Borrowers Borrower Agent or the Administrative Agent, as the case may be, to determine (A) whether or not any 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 any all payments to be made to such Lender by any Borrower the Loan Parties pursuant to this Agreement or otherwise to establish such Lender’s status for withholding Tax tax purposes in the applicable jurisdiction includingjurisdiction. Notwithstanding anything to the contrary in the preceding sentence, the completion, execution and submission of such documentation (other than such documentation set forth in paragraphs (e)(ii)(A), (ii)(B)(I) to (IV) and (ii)(C) of this Section) 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 Borrower is resident for tax purposes in the avoidance United States, (A) any Lender that is a “United States person” within the meaning of doubt, Section 7701(a)(30) of the Code shall deliver to the Borrower Agent and the 46 Administrative Agent executed copies of Internal Revenue Service Form W-9 or such other documentation or information prescribed by applicable Laws or reasonably requested by the Borrower Agent or the Administrative Agent as will enable the Borrower Agent or the Administrative Agent Agent, as the case may be, to determine whether or not such Lender is subject to backup withholding or information reporting requirements.
(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 Borrowers ; 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 request of such Borrower or the Administrative Agent) two executed originals of IRS Form W-9; and
(B) each Foreign Lender that is entitled under the Code or any applicable treaty to an exemption from or reduction of withholding Tax tax with respect to any payments hereunder or under any other Loan Document shall deliver to the Borrowers Borrower Agent and the Administrative Agent, Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of such the Borrower Agent or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), two copies of whichever of the following is applicable:
: (I) executed originals copies of IRS Form W-8BEN or IRS Internal Revenue Service Form W-8BEN-EE (or, as applicable, if applicable W-8BEN) claiming eligibility for benefits of an income tax treaty to which the United States is a party,
, (II) executed originals copies of IRS Internal Revenue Service Form W-8ECI,
, (III) executed copies of Internal Revenue Service Form W-8IMY and all required supporting documentation, (IV) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit G-1 to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section Section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the Borrowers any Borrower within the meaning of section Section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in section Section 881(c)(3)(C) of the Code and that no interest payments under any Loan Document are effectively connected with such Foreign Lender’s conduct of a United States trade or business (a “U.S. Tax Compliance Certificate”) and (y) executed originals copies of IRS Internal Revenue Service Form W-8BEN or IRS Form W-BEN-E (or, if applicable W-8BEN-E, as applicable,
(IV) 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 IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit G-3, 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 not a participating Lender) 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 G-4 on behalf of such direct and indirect partner(s), or
or (V) executed originals copies of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal federal withholding Tax tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Borrowers Borrower Agent or the Administrative Agent to determine the withholding or deduction required to be made.
; and (iiiC) Each if a payment made to a Lender agrees that 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 Agent and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by any documentation it previously delivered expires Borrower or becomes obsolete or inaccurate in any respect, it shall update the Administrative Agent such documentation promptly prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by any Borrower or promptly notify the Administrative Agent as may be necessary for the Borrowers and the Administrative Agent in writing of its legal ineligibility to do so. Notwithstanding any other provision of this Section 3.01(e), no Lender shall be required comply with their obligations under FATCA or to deliver any documentation such Lender is not legally eligible to deliver.determine the 47
Appears in 1 contract
Samples: Credit Agreement (Roadrunner Transportation Systems, Inc.)
Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Borrowers Borrower and to the Administrative Agent, at the time or times reasonably requested by the Borrowers Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other information reasonably requested by the Borrowers or the Administrative Agent information as will permit the Borrowers Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not any payments made hereunder or under any other Loan Document are subject to Taxeswithholding or reduction of any Taxes (including FATCA), (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s 's entitlement to any available exemption from, or reduction of, applicable Taxes in respect of any payments to be made to such Lender by any the Borrower pursuant to this Agreement or otherwise to establish such Lender’s 's status for withholding Tax tax purposes in the applicable jurisdiction includingjurisdiction. Each Lender shall, for whenever a lapse or time or change in circumstances renders such documentation (including any specific documents required below in Section 3.01(e)(ii)) obsolete, expired or inaccurate in any material respect, deliver promptly to the avoidance of doubt, such Borrower and the Administrative Agent updated or other appropriate documentation as will enable (including any new documentation reasonably requested by the Borrower or the Administrative Agent) or promptly notify the Borrower and the Administrative Agent in writing of its inability to determine whether or not such Lender is subject to backup withholding or information reporting requirementsdo so.
(ii) Without limiting the generality of the foregoing,:
(A) any Lender that is a “United States Personperson” within the meaning of Section 7701(a)(30) of the Code shall deliver to the Borrowers Borrower and the Administrative Agent on or prior to before the date on which it becomes party to this agreement, two duly executed, properly completed originals of Internal Revenue Service Form W-9 certifying that such Lender becomes a Lender under this Agreement (and is exempt from time to time thereafter upon the request of such Borrower or the Administrative Agent) two executed originals of IRS Form W-9U.S. federal backup withholding; and
(B) each Foreign Lender that is entitled under the Code or any applicable treaty to an exemption from or reduction of withholding Tax tax with respect to any payments hereunder or under any other Loan Document shall deliver to the Borrowers Borrower and the Administrative Agent, Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of such Borrower or the Administrative Agent)Agreement, two copies of whichever of the following is applicable:
(I) executed duly executed, properly completed originals of IRS Internal Revenue Service Form W-8BEN or IRS Form W-8BEN-E, as applicable, any successor thereto claiming eligibility for benefits of an income tax treaty to which the United States is a party,
(II) executed duly executed, properly completed originals of IRS Internal Revenue Service Form W-8ECIW-8ECI or any successor thereto,
(III) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 871(h) or 881(c) of the Code, (x) a properly completed and duly signed certificate substantially in the form of Exhibit G-1 to the effect that O (any such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Codecertificate, (B) a “10 percent shareholder” of the Borrowers 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 that no interest payments under any Loan Document are effectively connected with such Foreign Lender’s conduct of a United States trade or business (a “U.S. Tax Compliance Certificate”) and (y) executed duly executed, properly completed originals of IRS Internal Revenue Service Form W-8BEN or IRS Form W-8BEN-Eany successor thereto, as applicable,or
(IV) to the extent a Foreign Lender is not the beneficial ownerowner (for example, executed where the Foreign Lender is a partnership or a participating Lender), duly executed, properly completed originals of IRS Internal Revenue Service Form W-8IMY or any successor thereto of the Foreign Lender, accompanied by an Internal Revenue Service Form W-9, Form W-8ECI, Form W-8BEN, U.S. Tax Compliance Certificate, Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 any other required information (or Exhibit G-3, IRS Form W-9, and/or other certification documents any successor forms) from each beneficial ownerowner that would be required under this Section 3.01(e) if such beneficial owner were a Lender, as applicable; applicable (provided that that, if the Foreign Lender is a partnership for U.S. federal income tax purposes (and not a participating participant Lender) ), and one or more direct or indirect partners of such Foreign Lender beneficial owners are claiming the portfolio interest exemption, such Foreign Lender may provide a the U.S. Tax Compliance Certificate substantially in the form of Exhibit G-4 may be provided by such Foreign Lender on behalf of such direct and indirect partner(sbeneficial owners), or,
(V) executed duly executed, properly completed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal federal withholding Tax tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Borrowers Borrower or the Administrative Agent to determine the withholding or deduction required to be made.
(iii) Each Lender agrees that if any documentation it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such documentation promptly or promptly notify the Borrowers and the . The Administrative Agent shall provide the Borrower with an Internal Revenue Service Form W-8ECI with respect to fees received on its own behalf and an Internal Revenue Service Form W-8IMY with respect to amounts received in writing of its legal ineligibility to do socapacity as Administrative Agent. Notwithstanding any other provision of this Section 3.01(eclause (e), no a Lender shall not be required to deliver any documentation form that such Lender is not legally eligible to deliver.
Appears in 1 contract
Samples: Credit Agreement (Nortek Inc)
Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Borrowers McAfee and to the Administrative Agent, at the time or times prescribed by applicable Laws or when reasonably requested by the Borrowers McAfee or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other information reasonably requested by the Borrowers or the Administrative Agent information as will permit the Borrowers McAfee or the Administrative Agent, as the case may be, to determine (A) whether or not any payments made by the respective Borrowers 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 any all payments to be made to such Lender by any Borrower the respective Borrowers pursuant to this Agreement or otherwise to establish such Lender’s status for withholding Tax tax purposes in the applicable jurisdiction includingjurisdictions.
(ii) Without limiting the generality of the foregoing, if a Borrower is resident for tax purposes in the avoidance United States,
(A) any Lender that is a “United States person” within the meaning of doubt, Section 7701(a)(30) of the Internal Revenue Code shall deliver to McAfee and the Administrative Agent executed originals of Internal Revenue Service Form W-9 or such other documentation as will enable the or information prescribed by applicable Laws or reasonably requested by McAfee on behalf of such Borrower or the Administrative Agent as will enable McAfee 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.
(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 Borrowers 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 request of such Borrower or the Administrative Agent) two executed originals of IRS Form W-9; and
(B) each Foreign Lender that is entitled under the Internal Revenue Code or any applicable treaty to an exemption from or reduction of withholding Tax tax with respect to any payments hereunder or under any other Loan Document shall deliver to the Borrowers McAfee and the Administrative Agent, Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of McAfee on behalf of such Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), two copies of whichever of the following is applicable:
(I) executed originals of IRS Internal Revenue Service Form W-8BEN or IRS Form W-8BEN-E, as applicable, claiming eligibility for benefits of an income tax treaty to which the United States is a party,
(II) executed originals of IRS Internal Revenue Service Form W-8ECI,
(III) executed originals of Internal Revenue Service Form W-8IMY and all required supporting documentation,
(IV) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Internal Revenue Code, (x) a certificate substantially in the form of Exhibit G-1 to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Internal Revenue Code, (B) a “10 percent shareholder” of the Borrowers such Borrower within the meaning of section 881(c)(3)(B) of the Internal Revenue Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Internal Revenue Code and that no interest payments under any Loan Document are effectively connected with such Foreign Lender’s conduct of a United States trade or business (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN or IRS Internal Revenue Service Form W-8BEN-E, as applicable,
(IV) 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 IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit G-3, 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 not a participating Lender) 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 G-4 on behalf of such direct and indirect partner(s), or
(V) 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 tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Borrowers McAfee or the Administrative Agent to determine the withholding or deduction required to be made.
(iii) Each Lender agrees that if any documentation it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such documentation promptly or promptly (A) notify the Borrowers McAfee and the Administrative Agent of any change in writing circumstances which would modify or render invalid any claimed exemption or reduction, 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 legal ineligibility Lending Office) to do so. Notwithstanding avoid any other provision requirement of this Section 3.01(eapplicable Laws of any jurisdiction that any Borrower or the Administrative Agent make any withholding or deduction for taxes from amounts payable to such Lender.
(iv) Each of the Borrowers shall promptly deliver to the Administrative Agent or any Lender, as the Administrative Agent or such Lender shall reasonably request, on or prior to the Closing Date (or such later date on which it first becomes a Borrower), no Lender shall be 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 Borrower, as are required to deliver any documentation be furnished by such Lender is not legally eligible or the Administrative Agent under such Laws in connection with any payment by the Administrative Agent or any Lender of Taxes or Other Taxes, or otherwise in connection with the Loan Documents, with respect to deliversuch jurisdiction.
Appears in 1 contract
Samples: Credit Agreement (McAfee, Inc.)
Status of Lenders; Tax Documentation. For purposes of this Section 3.01 and the definition of “Excluded Taxes”, the term “Lender” includes any L/C Issuer and the term “applicable Law” includes FATCA
(i1) Each Lender shall deliver to the Borrowers Borrower and to the Administrative Agent, at the time or times prescribed by applicable Laws or when reasonably requested by the Borrowers Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other information reasonably requested by the Borrowers or the Administrative Agent information as will permit the Borrowers Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not any 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 any all payments to be made to such Lender by any the Borrower pursuant to this Agreement or otherwise to establish such Lender’s status for withholding Tax tax purposes in the applicable jurisdiction includingjurisdiction, for and (D) whether or not any Lender is subject to information reporting requirements. Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the avoidance of doubtBorrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such other properly completed and executed documentation as will enable reasonably requested by the Borrower or the Administrative Agent as will permit such payments to determine whether or not such Lender is subject to backup be made without withholding or information reporting requirements.at a reduced rate of withholding. Exhibit 10.3
(iii) Without limiting the generality of the foregoing,
(A) any Lender that is a “United States Person” within the meaning of Section 7701(a)(30) of the Code U.S. Person shall deliver to the Borrowers 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 as prescribed by applicable Law or upon the request of such the Borrower or the Administrative Agent) two executed originals of IRS Internal Revenue Service Form W-9W-9 (or any successor form) or such other documentation or information prescribed by applicable Laws or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower 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; and
(B) each any Foreign Lender that shall, to the extent it is legally entitled under the Code or any applicable treaty to an exemption from or reduction of withholding Tax with respect to any payments hereunder or under any other Loan Document shall do so, deliver to the Borrowers Borrower and the Administrative Agent, Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of such the Borrower or the Administrative Agent), two copies of whichever of the following is applicable:
(I) executed originals I. in the case of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, a Foreign Lender claiming eligibility for the benefits of an income tax treaty to which the United States is a party,party (x) with respect to payments of interest under any Loan Document, executed copies of IRS Form W-8BEN-E (OR W-8BEN, if applicable) 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-E (OR W-8BEN, if applicable) 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 copies of IRS Form W-8ECI,;
(III) . in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit G-1 F-1 to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section Section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the Borrowers Borrower within the meaning of section 881(c)(3)(BSection 871(h)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in section Section 881(c)(3)(C) of the Code and that no interest payments under any Loan Document are effectively connected with such Foreign Lender’s conduct of a United States trade or business (a “U.S. Tax Compliance Exhibit 10.3 Certificate”) and (y) executed originals copies of IRS Form W-8BEN or IRS Form W-8BEN-EE (OR W-8BEN, as if applicable,); or
(IV) . to the extent a Foreign Lender is not the beneficial owner, executed originals copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or IRS Form W-8BEN-EE (OR W-8BEN, if applicable), a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 F-2 or Exhibit G-3F-3, 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 not a participating Lender) 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 G-4 F-4 on behalf of each such direct and indirect partner(spartner;
(C) any 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 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), or
(V) executed originals copies of any other form prescribed by applicable Laws Law as a basis for claiming exemption from or a reduction in United States Federal U.S. federal withholding Tax Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Laws Law to permit the Borrowers Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and
(D) 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 clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. Exhibit 10.3
(ii) Each Lender shall promptly (A) notify the Borrower and the Administrative 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 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 of any jurisdiction that the Borrower or the Administrative Agent make any withholding or deduction for taxes from amounts payable to such Lender.
(iii) Notwithstanding anything to the contrary in this Agreement, a Participant shall not be entitled to the benefits of this Section 3.01 unless the Borrower is notified of the participation sold to such Participant (at such time as the Participant seeks the benefits of this Section 3.01) and such Participant agrees, for the benefit of the Borrower, to comply with this Section 3.01(e) as though it were a Lender by delivering such forms to the participating Lender.
(iv) Each Lender agrees that if any documentation form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such documentation promptly form or certification or promptly notify the Borrowers Borrower and the Administrative Agent in writing of its legal ineligibility inability to do so. Notwithstanding any other provision of this Section 3.01(e), no Lender shall be required to deliver any documentation such Lender is not legally eligible to deliver.
Appears in 1 contract
Samples: Credit Agreement (Ross Stores, Inc.)
Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Borrowers Borrower and to the Administrative Agent, at the time or times prescribed by Applicable Laws or when reasonably requested by the Borrowers Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Applicable Laws or by the taxing authorities of any jurisdiction and such other information reasonably requested by the Borrowers or the Administrative Agent information as will permit the Borrowers Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not any 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 any all payments to be made to such Lender by any the Borrower pursuant to this Agreement or otherwise to establish such Lender’s status for withholding Tax tax purposes in the applicable jurisdiction includingjurisdiction.
(ii) Without limiting the generality of the foregoing, if the Borrower is resident for tax purposes in the avoidance United States,
(A) any Lender that is a “United States person” within the meaning of doubt, Section 7701(a)(30) of the Code shall deliver to the Borrower and the 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 the Administrative Agent as will enable the Borrower or the Administrative Agent Agent, as the case may be, to determine whether or not such Lender is subject to backup withholding or information reporting requirements.
(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 Borrowers 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 request of such Borrower or the Administrative Agent) two executed originals of IRS Form W-9; and
(B) each Foreign Lender that is entitled under the Code or any applicable treaty to an exemption from or reduction of withholding Tax tax with respect to any payments hereunder or under any other Loan Document shall deliver to the Borrowers Borrower and the Administrative Agent, Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of such the Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), two copies of whichever of the following is applicable:
(Iiii) executed originals of IRS Internal Revenue Service Form W-8BEN or IRS Form W-8BEN-E, as applicable, claiming eligibility for benefits of an income tax treaty to which the United States is a party,
(IIiv) executed originals of IRS Internal Revenue Service Form W-8ECI,
(IIIv) executed originals of Internal Revenue Service Form W-8IMY and all required supporting documentation,
(vi) 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 G-1 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 Borrowers 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 that no interest payments under any Loan Document are effectively connected with such Foreign Lender’s conduct of a United States trade or business (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN or IRS Internal Revenue Service Form W-8BEN-E, as applicable,
(IV) 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 IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit G-3, 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 not a participating Lender) 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 G-4 on behalf of such direct and indirect partner(s), or
(Vvii) executed originals of any other form prescribed by applicable Applicable Laws as a basis for claiming exemption from or a reduction in United States Federal withholding Tax tax together with such supplementary documentation as may be prescribed by applicable Applicable Laws to permit the Borrowers Borrower or the Administrative Agent to determine the withholding or deduction required to be made.
(iiiviii) Each Lender agrees that if any documentation it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such documentation promptly or promptly (A) notify the Borrowers Borrower and the Administrative Agent of any change in writing circumstances which would modify or render invalid any claimed exemption or reduction, 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 legal ineligibility Lending Office) to do so. Notwithstanding avoid any other provision requirement of this Section 3.01(e), no Lender shall be required Applicable Laws of any jurisdiction that the Borrower or the Administrative Agent make any withholding or deduction for taxes from amounts payable to deliver any documentation such Lender is not legally eligible to deliverLender.
Appears in 1 contract
Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Borrowers Borrower and to the Administrative Agent, at the time or times prescribed by applicable Laws or when reasonably requested by the Borrowers Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other information reasonably requested by the Borrowers or the Administrative Agent information as will permit the Borrowers Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not any 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 any all payments to be made to such Lender by any the Borrower pursuant to this Agreement or otherwise to establish such Lender’s status for withholding Tax tax purposes in the applicable jurisdiction includingjurisdiction, for the avoidance of doubt, such other documentation as will enable the Borrower or the Administrative Agent to determine and (D) whether or not such any Lender is subject to backup withholding or information reporting requirements.
(ii) Without limiting the generality of the foregoing, if the Borrower is resident for tax purposes in the United States,
(A) any Lender that is a “United States Personperson” within the meaning of Section 7701(a)(30) of the Code shall deliver to the Borrowers 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 as prescribed by applicable law or upon the request of such the Borrower or the Administrative Agent) two executed originals of IRS Internal Revenue Service Form W-9W-9 (or any successor form) or such other documentation or information prescribed by applicable Laws or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower 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; and
(B) each Foreign Lender that is entitled under the Code or any applicable treaty to an exemption from or reduction of withholding Tax tax with respect to any payments hereunder or under any other Loan Document shall deliver to the Borrowers Borrower and the Administrative Agent, Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter as prescribed by applicable law or upon the request of such the Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), two copies of whichever of the following is applicable:
(I) executed originals of IRS Internal Revenue Service Form W-8BEN (or IRS Form W-8BEN-E, as applicable, any successor form) claiming eligibility for benefits of an income tax treaty to which the United States is a party,
(II) executed originals of IRS Internal Revenue Service Form W-8ECIW-8ECI (or any successor form),
(III) executed originals of Internal Revenue Service Form W-8IMY (or any successor form) and all required supporting documentation,
(IV) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit G-1 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 Borrowers 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 that no interest payments under any Loan Document are effectively connected with such Foreign Lender’s conduct of a United States trade or business (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Internal Revenue Service Form W-8BEN (or IRS Form W-8BEN-E, as applicable,
(IV) 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 IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit G-3, 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 not a participating Lender) 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 G-4 on behalf of such direct and indirect partner(sany successor form), or
(V) executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal withholding Tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Borrowers Borrower or the Administrative Agent to determine the withholding or deduction required to be made.
(iii) Each Lender agrees that if any documentation it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such documentation promptly or promptly (A) notify the Borrowers Borrower and the Administrative Agent of any change in writing circumstances which would modify or render invalid any claimed exemption or reduction, 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 legal ineligibility Lending Office) to do so. avoid any requirement of applicable Laws of any jurisdiction that the Borrower or the Administrative Agent make any withholding or deduction for taxes from amounts payable to such Lender.
(iv) In addition, each Foreign Lender agrees to comply with the requirements of Sections 1471 through 1474 of the Code (and any official pronouncements thereunder) to the extent necessary to avoid the imposition of any withholding tax on amounts payable pursuant to this Agreement under such Sections of the Code.
(v) Notwithstanding any other provision anything to the contrary in this Agreement, a Participant shall not be entitled to the benefits of this Section 3.01 unless the Borrower is notified of the participation sold to such Participant (at such time as the Participant seeks the benefits of this Section 3.01) and such Participant agrees, for the benefit of the Borrower, to comply with this Section 3.01(e), no Lender shall be required to deliver any documentation such Lender is not legally eligible to deliver) as though it were a Lender.
Appears in 1 contract
Samples: Credit Agreement (Ross Stores Inc)
Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Co-Borrowers and to the Administrative Agent, at the time or times prescribed by applicable Laws or when reasonably requested by the Co-Borrowers or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other information reasonably requested by the Borrowers or the Administrative Agent information as will permit the Co-Borrowers or the Administrative Agent, as the case may be, to determine (A) whether or not any 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 any all payments to be made to such Lender by any Borrower the Co-Borrowers pursuant to this Agreement or otherwise to establish such Lender’s status for withholding Tax tax purposes in the applicable jurisdiction includingjurisdiction.
(ii) Without limiting the generality of the foregoing, if the Co-Borrowers are resident for tax purposes in the avoidance United States,
(A) any Lender that is a “United States person” within the meaning of doubt, Section 7701(a)(30) of the Code shall deliver to the Co-Borrowers and the 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 Co-Borrowers or the Administrative Agent as will enable the Borrower Co-Borrowers or the Administrative Agent Agent, as the case may be, to determine whether or not such Lender is subject to backup withholding or information reporting requirements.
(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 Borrowers 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 request of such Borrower or the Administrative Agent) two executed originals of IRS Form W-9; and
(B) each Foreign Lender that is entitled under the Code or any applicable treaty to an exemption from or reduction of withholding Tax tax with respect to any payments hereunder or under any other Loan Document shall deliver to the Co-Borrowers and the Administrative Agent, Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of such Borrower the Co-Borrowers or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), two copies of whichever of the following is applicable:
(I) executed originals of IRS Internal Revenue Service Form W-8BEN or IRS Form W-8BEN-E, as applicable, claiming eligibility for benefits of an income tax treaty to which the United States is a party,
(II) executed originals of IRS Internal Revenue Service 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 G-1 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 Borrowers 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 that no interest payments under any Loan Document are effectively connected with such Foreign Lender’s conduct of a United States trade or business (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Internal Revenue Service Form W-8BEN or IRS Form W-8BEN-E, as applicableW-8IMY and all required supporting documentation,
(IV) 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 IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit G-3, 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 not a participating Lender) 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 G-4 on behalf of such direct and indirect partner(s), or
(V) executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal withholding Tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Borrowers or the Administrative Agent to determine the withholding or deduction required to be made.
(iii) Each Lender agrees that if any documentation it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such documentation promptly or promptly notify the Borrowers and the Administrative Agent in writing of its legal ineligibility to do so. Notwithstanding any other provision of this Section 3.01(e), no Lender shall be required to deliver any documentation such Lender is not legally eligible to deliver.
Appears in 1 contract
Samples: Credit Agreement (Ennis, Inc.)
Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Borrowers Borrower Agent and to the Administrative Agent, at the time or times prescribed by applicable Laws or when reasonably requested by the Borrowers Borrower Agent or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other information reasonably requested by the Borrowers or the Administrative Agent information as will permit the Borrowers Borrower Agent or the Administrative Agent, as the case may be, to determine (A) whether or not any 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 any all payments to be made to such Lender by any Borrower the Loan Parties pursuant to this Agreement or otherwise to establish such Lender’s status for withholding Tax tax purposes in the applicable jurisdiction includingjurisdiction. Notwithstanding anything to the contrary in the preceding sentence, the completion, execution and submission of such documentation (other than such documentation set forth in paragraphs (e)(ii)(A), (ii)(B)(I) to (IV) and (ii)(C) of this Section) 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 Borrower is resident for tax purposes in the avoidance United States, (A) any Lender that is a “United States person” within the meaning of doubt, Section 7701(a)(30) of the Code shall deliver to the Borrower Agent and the Administrative Agent executed copies of Internal Revenue Service Form W-9 or such other documentation or information prescribed by applicable Laws or reasonably requested by the Borrower Agent or the Administrative Agent as will enable the Borrower Agent or the Administrative Agent Agent, as the case may be, to determine whether or not such Lender is subject to backup withholding or information reporting requirements.
(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 Borrowers ; 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 request of such Borrower or the Administrative Agent) two executed originals of IRS Form W-9; and
(B) each Foreign Lender that is entitled under the Code or any applicable treaty to an exemption from or reduction of withholding Tax tax with respect to any payments hereunder or under any other Loan Document shall deliver to the Borrowers Borrower Agent and the Administrative Agent, Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of such the Borrower Agent or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), two copies of whichever of the following is applicable:
: (I) executed originals copies of IRS Form W-8BEN or IRS Internal Revenue Service Form W-8BEN-EE (or, as applicable, if applicable W-8BEN) claiming eligibility for benefits of an income tax treaty to which the United States is a party,
, (II) executed originals copies of IRS Internal Revenue Service Form W-8ECI,
, (III) executed copies of Internal Revenue Service Form W-8IMY and all required supporting documentation, (IV) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit G-1 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 Borrowers 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 that no interest payments under any Loan Document are effectively connected with such Foreign Lender’s conduct of a United States trade or business (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable,
(IV) 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 IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit G-3, 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 not a participating Lender) 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 G-4 on behalf of such direct and indirect partner(s), or
(V) executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal withholding Tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Borrowers or the Administrative Agent to determine the withholding or deduction required to be made.
(iii) Each Lender agrees that if any documentation it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such documentation promptly or promptly notify the Borrowers and the Administrative Agent in writing of its legal ineligibility to do so. Notwithstanding any other provision of this Section 3.01(e), no Lender shall be required to deliver any documentation such Lender is not legally eligible to deliver.of
Appears in 1 contract
Samples: Credit Agreement (Roadrunner Transportation Systems, Inc.)
Status of Lenders; Tax Documentation. (i) Each Lender and each L/C Issuer shall deliver to the Borrowers Company and to the Administrative Agent, at the time or times prescribed by applicable Laws or when reasonably requested by the Borrowers Company or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other information reasonably requested by the Borrowers or the Administrative Agent information as will permit the Borrowers Company or the Administrative Agent, as the case may be, to determine (A) whether or not any 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 or such L/C Issuer’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of any all payments to be made to such Lender or such L/C Issuer by any Borrower the Company pursuant to this Agreement or otherwise to establish such Lender’s or such L/C Issuer’s status for withholding Tax tax purposes in the applicable jurisdiction including, for the avoidance of doubt, such other documentation as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirementsjurisdiction.
(ii) Without limiting the generality of the foregoing, if the Company is resident for tax purposes in the United States,
(A) any Lender or any L/C Issuer that is a “United States Personperson” within the meaning of Section 7701(a)(30) of the Code shall deliver to the Borrowers Company and the 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 Company or the Administrative Agent as will enable the Company or the Administrative Agent, as the case may be, to determine whether or not such Lender or such L/C Issuer is subject to backup withholding or information reporting requirements; and
(B) each Foreign Lender, and each L/C Issuer that is a Foreign Lender, that is entitled under the Code, any Law or any applicable treaty to an exemption from or reduction of withholding Tax with respect to payments hereunder or under any other Loan Document shall deliver to the Company 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 L/C Issuer becomes a Lender under this Agreement (and from time to time thereafter upon the request of such Borrower the Company or the Administrative Agent) two executed originals of IRS Form W-9; 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 any payments hereunder or under any other Loan Document shall deliver to the Borrowers and the Administrative Agent, on or prior to the date on which but only if such Foreign Lender becomes a Lender under this Agreement (and from time or such L/C Issuer is legally entitled to time thereafter upon the request of such Borrower or the Administrative Agentdo so), two copies of whichever of the following is applicable:
(I) executed originals of IRS Internal Revenue Service Form W-8BEN or IRS Form W-8BEN-E, as applicable, claiming eligibility for benefits of an income tax treaty to which the United States is a party,
(II) executed originals of IRS Internal Revenue Service Form W-8ECI,
, (III) executed originals of Internal Revenue Service Form W-8IMY and all required supporting documentation, (IV) in the case of a Foreign Lender or L/C Issuer 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 G-1 to the effect that such Foreign Lender or such L/C Issuer is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the Borrowers Company 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 that no interest payments under any Loan Document are effectively connected with such Foreign Lender’s conduct of a United States trade or business (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN or IRS Internal Revenue Service Form W-8BEN-E, as applicable,
(IV) 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 IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit G-3, 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 not a participating Lender) 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 G-4 on behalf of such direct and indirect partner(s), or
(V) executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal withholding Tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Borrowers or the Administrative Agent to determine the withholding or deduction required to be made.
(iii) Each Lender agrees that if any documentation it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such documentation promptly or promptly notify the Borrowers and the Administrative Agent in writing of its legal ineligibility to do so. Notwithstanding any other provision of this Section 3.01(e), no Lender shall be required to deliver any documentation such Lender is not legally eligible to deliver.
Appears in 1 contract
Status of Lenders; Tax Documentation. (i) Each Lender and L/C Issuer shall deliver to the Borrowers Parent Borrower and to the Administrative Agent, at the time or times prescribed by applicable Laws or when reasonably requested by the Borrowers Parent Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other information reasonably requested by the Borrowers or the Administrative Agent information as will permit the Borrowers Parent Borrower or the Administrative Agent, as the case may be, to determine determine
(A) whether or not any payments made by any Borrower hereunder or under any other Loan Document are subject to Taxes, (B) withholding, or deduction and if applicable, the required rate of withholding or deduction,
(B) whether or not such Lender or L/C Issuer is subject to information reporting requirements, and and
(C) such Lender’s or L/C Issuer’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of any all payments to be made to such Lender or L/C Issuer by any Borrower pursuant to this Agreement or otherwise to establish such Lender’s or L/C Issuer’s status for withholding Tax purposes in the applicable jurisdiction including, for the avoidance of doubt, such other documentation as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirementsjurisdictions.
(ii) Without limiting the generality of the foregoing,
(A) any Lender that , if a Borrower is a “United States Personperson,” within the meaning of Section 7701(a)(30) of the Code Code,
(A) any Lender or L/C Issuer that is a “United States person,” within the meaning of Section 7701(a)(30) of the Code, shall deliver to the Borrowers Parent Borrower and the Administrative Agent on or prior to the date on which such Lender or L/C Issuer becomes a Lender or L/C Issuer under this Agreement (and from time to time thereafter upon the reasonable request of such the Parent Borrower or the Administrative Agent) two executed originals copies of IRS Form W-9W‑9 certifying that such Lender or L/C Issuer is exempt from United States federal backup withholding; 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 any payments hereunder or under any other Loan Document shall deliver to the Borrowers Parent Borrower and the Administrative Agent, Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender or L/C Issuer under this Agreement (and from time to time thereafter upon the request of such the Parent Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), two copies of whichever of the following is applicable:
(I) executed originals in the case of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, a Foreign Lender claiming eligibility for benefits of an any income tax treaty to which the United States is a partyparty (x) with respect to payments of interest under any Loan Document, executed copies of IRS Form W‑8BEN-E (or W-8BEN, as applicable) establishing an exemption from, or reduction of United States 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-E (or W-8BEN, as applicable) establishing an exemption from, or reduction of, United States federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty,
(II) executed originals copies of IRS Form W-8ECIW‑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 G-1 B-1 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 Borrowers a 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 that no interest payments under any Loan Document are effectively connected with such Foreign Lender’s conduct of a United States trade or business (a “U.S. Tax Compliance Certificate”) and (y) executed originals copies of IRS Internal Revenue Service Form W-8BEN W‑8BEN-E (or IRS Form W-8BEN-E, as applicable),
(IV) to the extent a Foreign Lender is not the beneficial owner, executed originals copies of IRS Form W-8IMYW‑8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or W-8BEN, IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 B-2 or Exhibit G-3B-3, 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 not a participating Lender) 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 G-4 B-4 on behalf of each such direct and indirect partner(s)partner, or
(V) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Parent Borrower and the Administrative on or prior to the date on which such Foreign Lender becomes a Lender or L/C Issuer under this Agreement (and from time to time thereafter upon the reasonable request of the Parent Borrower or the Administrative Agent), executed originals copies of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal federal withholding Tax Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Laws to permit the Borrowers Parent Borrower or the Administrative Agent to determine the withholding or deduction required to be made.
(iii) Each Lender agrees that if and L/C Issuer shall promptly update and deliver any documentation such form or certificate it previously delivered expires that has expired or becomes become obsolete or inaccurate in any respect, it shall update such documentation promptly respect or promptly notify the Borrowers Parent Borrower and the Administrative Agent in writing of its legal ineligibility inability to do so.
(iv) Each Borrower shall promptly deliver to the Administrative Agent, any Lender or any L/C Issuer, as the Administrative Agent, such Lender, or such L/C Issuer shall reasonably request, on or prior to the Closing Date, 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 Borrower, as are required to be furnished by such Lender, such L/C Issuer or the Administrative Agent under such Laws in connection with any payment by the Administrative Agent or any Lender of Taxes or Other Taxes, or otherwise in connection with the Loan Documents, with respect to such jurisdiction.
(v) If a payment made to any Lender or any L/C Issuer under any Loan Document would be subject to withholding Tax imposed by FATCA if such Lender or L/C Issuer 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 or L/C Issuer shall deliver to the Parent Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Parent 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 Parent Borrower or the Administrative Agent, in each case, as may be necessary for the Borrowers and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender or L/C Issuer has complied with such Lender’s or L/C Issuer’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Notwithstanding any other provision Solely for purposes of this Section 3.01(eclause (v), no Lender “FATCA” shall be required include any amendments made to deliver any documentation such Lender is FATCA after the date of this Agreement. For purposes of determining withholding Taxes imposed under FATCA, from and after the Closing Date, the Parent Borrower and the Administrative Agent shall treat (and the Lenders and L/C Issuers hereby authorize the Administrative Agent to treat) the Agreement as not legally eligible to deliverqualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).
Appears in 1 contract
Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Borrowers Borrower and to the Administrative Agent, at the time or times prescribed by applicable Laws or when reasonably requested by the Borrowers Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other information reasonably requested by the Borrowers or the Administrative Agent information as will permit the Borrowers Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not any payments made by the Borrower 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 any all payments to be made to such Lender by any the Borrower pursuant to this Agreement or otherwise to establish such Lender’s status for withholding Tax tax purposes in the applicable jurisdiction includingjurisdictions.
(ii) Without limiting the generality of the foregoing, if the Borrower is resident for tax purposes in the avoidance United States,
(A) any Lender that is a “United States person” within the meaning of doubt, Section 7701(a)(30) of the Code shall deliver to the Borrower and the 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 on behalf of the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent Agent, as the case may be, to determine whether or not such Lender is subject to backup withholding or information reporting requirements.
(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 Borrowers 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 request of such Borrower or the Administrative Agent) two executed originals of IRS Form W-9; and
(B) each Foreign Lender that is entitled under the Code or any applicable treaty to an exemption from or reduction of withholding Tax tax with respect to any payments hereunder or under any other Loan Document shall deliver to the Borrowers Borrower and the Administrative Agent, Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of such the Borrower on behalf of the Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), two copies of whichever of the following is applicable:
(I) executed originals of IRS Internal Revenue Service Form W-8BEN or IRS Form W-8BEN-E, as applicable, claiming eligibility for benefits of an income tax treaty to which the United States is a party,
(II) executed originals of IRS Internal Revenue Service Form W-8ECI,
(III) executed originals of Internal Revenue Service Form W-8IMY and all required supporting documentation,
(IV) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit G-1 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 Borrowers 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 that no interest payments under any Loan Document are effectively connected with such Foreign Lender’s conduct of a United States trade or business (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN or IRS Internal Revenue Service Form W-8BEN-E, as applicable,
(IV) 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 IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit G-3, 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 not a participating Lender) 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 G-4 on behalf of such direct and indirect partner(s), or
(V) 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 tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Borrowers Borrower or the Administrative Agent to determine the withholding or deduction required to be made.
(iii) Each Lender agrees that if any documentation it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such documentation promptly or promptly (A) notify the Borrowers Borrower and the Administrative Agent of any change in writing circumstances which would modify or render invalid any claimed exemption or reduction, 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 legal ineligibility Lending Office) to do so. Notwithstanding avoid any other provision requirement of this Section 3.01(e)applicable Laws of any jurisdiction that the Borrower or the Administrative Agent make any withholding or deduction for taxes from amounts payable to such Lender.
(iv) The Borrower shall promptly deliver to the Administrative Agent or any Lender, no as the Administrative Agent or such Lender shall be reasonably request, on or prior to the Closing Date, 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 the Borrower, as are required to deliver any documentation be furnished by such Lender is not legally eligible or the Administrative Agent under such Laws in connection with any payment by the Administrative Agent or any Lender of Taxes or Other Taxes, or otherwise in connection with the Loan Documents, with respect to deliversuch jurisdiction.
Appears in 1 contract
Status of Lenders; Tax Documentation. (i) Each Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrowers Borrower and to the Administrative Agent, at the time or times reasonably requested by the Borrowers Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other information reasonably requested by the Borrowers Borrower or the Administrative Agent as will permit the Borrowers or the Administrative Agent, as the case may be, to determine (A) whether or not any 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 any payments to be made to such Lender by any Borrower pursuant to this Agreement or otherwise to establish such Lender’s status for withholding Tax purposes in the applicable jurisdiction including, for the avoidance of doubt, such other documentation as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup without withholding or information reporting requirements.at a reduced rate of withholding. In addition, any Lender, if reasonably requested
(ii) Without limiting the generality of the foregoing,
, in the event that the Borrower is a U.S. Person, (A) any Lender that is a “United States Person” within the meaning of Section 7701(a)(30) of the Code U.S. Person shall deliver to the Borrowers Borrower and the Administrative Agent on or prior to the date on which such Lender Xxxxxx becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of such the Borrower or the Administrative Agent) two ), executed originals copies of IRS Form W-9W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax; and
(B) each any Foreign Lender that shall, to the extent it is legally entitled under the Code or any applicable treaty to an exemption from or reduction of withholding Tax with respect to any payments hereunder or under any other Loan Document shall do so, deliver to the Borrowers Borrower and the Administrative Agent, Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of such the Borrower or the Administrative Agent), two copies of whichever of the following is applicable:
: (I) executed originals in the case of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, a Foreign Lender claiming eligibility for the benefits of an income tax treaty to which the United States is a party,
party (x) with respect to payments of interest under any Loan Document, executed copies of IRS Form W- 8BEN-E (or W-8BEN, as applicable) 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-E (or W-8BEN, as applicable) 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 copies of IRS Form W-8ECI,
; (III) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit G-1 E-1 to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section Section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the Borrowers Borrower within the meaning of section Section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in section Section 881(c)(3)(C) of the Code and that no interest payments under any Loan Document are effectively connected with such Foreign Lender’s conduct of a United States trade or business (a “U.S. Tax Compliance Certificate”) and (y) executed originals copies of IRS Form W-8BEN or IRS Form W-8BEN-EE (or W-8BEN, as applicable,
); or (IV) to the extent a Foreign Lender is not the beneficial owner, executed originals copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or IRS Form W-8BEN-EE (or W-8BEN, as applicable), a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 E-2 or Exhibit G-3E-3, 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 not a participating Lender) 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 G-4 on behalf of such direct and indirect partner(s), or
(V) executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal withholding Tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Borrowers or the Administrative Agent to determine the withholding or deduction required to be made.
(iii) Each Lender agrees that if any documentation it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such documentation promptly or promptly notify the Borrowers and the Administrative Agent in writing of its legal ineligibility to do so. Notwithstanding any other provision of this Section 3.01(e), no Lender shall be required to deliver any documentation such Lender is not legally eligible to deliver.and/or
Appears in 1 contract
Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Borrowers Borrower and to the Administrative Agent, at the time or times prescribed by applicable Laws or when reasonably requested by the Borrowers Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other information reasonably requested by the Borrowers or the Administrative Agent information as will permit the Borrowers Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not any payments made hereunder or under any other Loan Document are subject to Taxesbackup withholding or information reporting requirements, (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 any all payments to be made to such Lender by any the Borrower pursuant to this Agreement or otherwise to establish such Lender’s status for withholding Tax tax purposes in the applicable jurisdiction includingjurisdiction.
(ii) Without limiting the generality of the foregoing, for if the avoidance Borrower is a “United States person” within the meaning of doubt, Section 7701(a)(30) of the Code (a “United States Person”),
(A) any Lender that is a United States Person shall deliver to the Borrower and the 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 the Administrative Agent as will enable the Borrower or the Administrative Agent Agent, as the case may be, to determine whether or not such Lender is subject to backup withholding or information reporting requirements.
(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 Borrowers 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 request of such Borrower or the Administrative Agent) two executed originals of IRS Form W-9; and
(B) each Foreign Lender that is entitled under the Code or any applicable treaty to an exemption from or reduction of withholding Tax tax with respect to any payments hereunder or under any other Loan Document shall shall, to the extent it is legally entitled to do so, deliver to the Borrowers Borrower and the Administrative Agent, Agent (in such number of originals as shall be requested by the Administrative Agent or the Borrower) 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 such the Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), two copies of whichever of the following is applicable:
(I) executed originals of IRS Form W-8BEN or IRS Internal Revenue Service Form W-8BEN-EE or W-8BEN, as applicable, claiming eligibility for benefits of an income tax treaty to which the United States is a party,
(II) executed originals of IRS Internal Revenue Service 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 G-1 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 Borrowers 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 that no interest payments under any Loan Document are effectively connected with such Foreign Lender’s conduct of a United States trade or business (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Internal Revenue Service Form W-8BEN or IRS Form W-8BEN-E, as applicableW-8IMY and all required supporting documentation,
(IV) 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 IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit G-3, 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 not a participating Lender) 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 G-4 on behalf of such direct and indirect partner(s), or
(V) executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal withholding Tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Borrowers or the Administrative Agent to determine the withholding or deduction required to be made.
(iii) Each Lender agrees that if any documentation it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such documentation promptly or promptly notify the Borrowers and the Administrative Agent in writing of its legal ineligibility to do so. Notwithstanding any other provision of this Section 3.01(e), no Lender shall be required to deliver any documentation such Lender is not legally eligible to deliver.
Appears in 1 contract
Samples: Third Amendment and Restatement Agreement (Targa Resources Partners LP)
Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Borrowers Borrower and to the Administrative Agent, at the time or times prescribed by applicable Laws or when reasonably requested by the Borrowers Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other information reasonably requested by the Borrowers or the Administrative Agent information as will permit the Borrowers Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not any 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 any all payments to be made to such Lender by any the Borrower pursuant to this Agreement or otherwise to establish such Lender’s status for withholding Tax tax purposes in the applicable jurisdiction including, for the avoidance of doubt, such other documentation as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirementsjurisdiction.
(ii) Without limiting the generality of the foregoing, if the Borrower is resident for tax purposes in the United States,
(A) any Lender that is a “United States Personperson” within the meaning of Section 7701(a)(30) of the Code shall deliver to the Borrowers 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 request of such Borrower or the Administrative Agent) two executed originals of IRS Form W-9; andW-9 or such other documentation or information prescribed by applicable Laws or reasonably requested by the Borrower or the Administrative Agent certifying that such Lender is exempt from U.S. federal backup withholding;
(B) each Foreign Lender that is entitled under the Code or any applicable treaty to an exemption from or reduction of withholding Tax tax with respect to any payments hereunder or under any other Loan Document shall deliver to the Borrowers Borrower and the Administrative Agent, Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of such the Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), two copies of whichever of the following is applicable:
(I) executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, claiming eligibility for benefits of an income tax treaty to which the United States is a party,
(II) executed originals of IRS Form W-8ECI,
(III) executed originals of IRS Form W-8IMY and all required supporting documentation,
(IV) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit G-1 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 Borrowers 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 that no interest payments under any Loan Document are effectively connected with such Foreign Lender’s conduct of a United States trade or business (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable,
(IV) 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 IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit G-3, 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 not a participating Lender) 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 G-4 on behalf of such direct and indirect partner(s), or
(V) 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 tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Borrowers Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and
(C) each Lender shall deliver to the Administrative Agent and the Borrower such documentation reasonably requested by the Administrative Agent or the Borrower sufficient for the Administrative Agent and the Borrower to comply with their obligations under FATCA and to determine whether payments to such Lender are subject to withholding tax under FATCA.
(iii) Each Lender agrees that if any documentation it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such documentation promptly or promptly (A) notify the Borrowers Borrower and the Administrative Agent of any change in writing circumstances which would modify or render invalid any claimed exemption or reduction, 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 legal ineligibility Lending Office) to do so. Notwithstanding avoid any other provision requirement of this Section 3.01(e), no Lender shall be required applicable Laws of any jurisdiction that the Borrower or the Administrative Agent make any withholding or deduction for taxes from amounts payable to deliver any documentation such Lender is not legally eligible to deliverLender.
Appears in 1 contract
Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Borrowers Borrower Agent and to the Administrative Agent, at the time or times prescribed by applicable Laws or when reasonably requested by the Borrowers Borrower Agent or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other information reasonably requested by the Borrowers or the Administrative Agent information as will permit the Borrowers Borrower Agent or the Administrative Agent, as the case may be, to determine (A) whether or not any 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 any all payments to be made to such Lender by any Borrower the Loan Parties pursuant to this Agreement or otherwise to establish such Lender’s status for withholding Tax tax purposes in the applicable jurisdiction includingjurisdiction. Notwithstanding anything to the contrary in the preceding sentence, the completion, execution and submission of such documentation (other than such documentation set forth in paragraphs (e)(ii)(A), (ii)(B)(I) to (IV) and (ii)(C) of this Section) 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 Borrower is resident for tax purposes in the avoidance United States,
(A) any Lender that is a “United States person” within the meaning of doubt, Section 7701(a)(30) of the Code shall deliver to the Borrower Agent and the Administrative Agent executed copies of Internal Revenue Service Form W-9 or such other documentation or information prescribed by applicable Laws or reasonably requested by the Borrower Agent or the Administrative Agent as will enable the Borrower Agent or the Administrative Agent Agent, as the case may be, to determine whether or not such Lender is subject to backup withholding or information reporting requirements.
(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 Borrowers 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 request of such Borrower or the Administrative Agent) two executed originals of IRS Form W-9; and
(B) each Foreign Lender that is entitled under the Code or any applicable treaty to an exemption from or reduction of withholding Tax tax with respect to any payments hereunder or under any other Loan Document shall deliver to the Borrowers Borrower Agent and the Administrative Agent, Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of such the Borrower Agent or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), two copies of whichever of the following is applicable:
(I) executed originals copies of IRS Form W-8BEN or IRS Internal Revenue Service Form W-8BEN-EE (or, as applicable, if applicable W-8BEN) claiming eligibility for benefits of an income tax treaty to which the United States is a party,
(II) executed originals copies of IRS Internal Revenue Service Form W-8ECI,
(III) executed copies of Internal Revenue Service Form W-8IMY and all required supporting documentation,
(IV) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit G-1 to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section Section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the Borrowers any Borrower within the meaning of section Section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in section Section 881(c)(3)(C) of the Code and that no interest payments under any Loan Document are effectively connected with such Foreign Lender’s conduct of a United States trade or business (a “U.S. Tax Compliance Certificate”) and (y) executed originals copies of IRS Internal Revenue Service Form W-8BEN or IRS Form W-BEN-E (or, if applicable W-8BEN-E, as applicable,
(IV) 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 IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit G-3, 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 not a participating Lender) 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 G-4 on behalf of such direct and indirect partner(s), or
(V) executed originals copies of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal federal withholding Tax tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Borrowers Borrower Agent or the Administrative Agent to determine the withholding or deduction required to be made.; and
(C) 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 Agent and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by any Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by any Borrower or the Administrative Agent as may be necessary for the Borrowers and the Administrative Agent to comply with their obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (C), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. For purposes of this Section 3.01, “Laws” shall include FATCA
(iii) Each Lender agrees that if any documentation it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such documentation promptly or promptly (A) notify the Borrowers Borrower Agent and the Administrative Agent of any change in writing circumstances which would modify or render invalid any claimed exemption or reduction, 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 legal ineligibility Lending Office) to do so. Notwithstanding avoid any other provision requirement of this Section 3.01(e), no Lender shall be required applicable Laws of any jurisdiction that the Loan Parties or the Administrative Agent make any withholding or deduction for taxes from amounts payable to deliver any documentation such Lender is not legally eligible to deliverLender.
Appears in 1 contract
Samples: Credit Agreement (Roadrunner Transportation Systems, Inc.)
Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Borrowers Borrower and to the Administrative Agent, at the time or times prescribed by applicable Laws or when reasonably requested by the Borrowers Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other information reasonably requested by the Borrowers or the Administrative Agent information as will permit the Borrowers Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not any payments made by the respective Borrower 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 any all payments to be made to such Lender by any the respective Borrower pursuant to this Agreement or otherwise to establish such Lender’s status for withholding Tax tax purposes in the applicable jurisdiction includingjurisdictions.
(ii) Without limiting the generality of the foregoing, if the Borrower is resident for tax purposes in the avoidance United States,
(A) any Lender that is a “United States person” within the meaning of doubt, Section 7701(a)(30) of the Code shall deliver to the Borrower and the 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 the Administrative Agent as will enable the Borrower or the Administrative Agent Agent, as the case may be, to determine whether or not such Lender is subject to backup withholding or information reporting requirements.
(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 Borrowers 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 request of such Borrower or the Administrative Agent) two executed originals of IRS Form W-9; and
(B) each Each Foreign Lender that is entitled under the Code or any applicable treaty to an exemption from or reduction of withholding Tax tax with respect to any payments hereunder or under any other Loan Document shall deliver to the Borrowers Borrower and the Administrative Agent, Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of such the Borrower on behalf of the Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), two copies of whichever of the following is applicable:
(I) executed originals of IRS Form W-8BEN or IRS Internal Revenue Service Form W-8BEN-E, as applicable, E claiming eligibility for benefits of an income tax treaty to which the United States is a party,
(II) executed originals of IRS Internal Revenue Service Form W-8ECI,
(III) executed originals of Internal Revenue Service Form W-8IMY and all required supporting documentation,
(IV) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit G-1 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 Borrowers 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 that no interest payments under any Loan Document are effectively connected with such Foreign Lender’s conduct of a United States trade or business (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN or IRS Internal Revenue Service Form W-8BEN-E,
(V) 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,
(IV) ), such Lender shall deliver to the extent a Foreign Lender is not Borrower and the beneficial owner, executed originals 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 IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit G-3, 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 not a participating LenderCode) and one such additional documentation reasonably requested by the Borrower or more direct 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 indirect partners to determine the amount to deduct and withhold from such payment. Solely for purposes of such Foreign Lender are claiming this clause (V), “FATCA” shall include any amendments made to FATCA after the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form date of Exhibit G-4 on behalf of such direct and indirect partner(s)this Agreement, or
(VVI) 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 tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Borrowers or the Administrative Agent to determine the withholding or deduction required to be made.
(iii) Each Lender agrees that if any documentation it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such documentation promptly or promptly (A) notify the Borrowers Borrower and the Administrative Agent of any change in writing circumstances which would modify or render invalid any claimed exemption or reduction, 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 legal ineligibility Lending Office) to do so. Notwithstanding avoid any other provision requirement of this Section 3.01(e)applicable Laws of any jurisdiction that the Borrower or the Administrative Agent make any withholding or deduction for taxes from amounts payable to such Lender.
(iv) The Borrower shall promptly deliver to the Administrative Agent or any Lender, no as the Administrative Agent or such Lender shall be reasonably request, on or prior to the Closing Date, 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 the Borrower, as are required to deliver any documentation be furnished by such Lender is not legally eligible or the Administrative Agent under such Laws in connection with any payment by the Administrative Agent or any Lender of Taxes or Other Taxes, or otherwise in connection with the Loan Documents, with respect to deliversuch jurisdiction.
Appears in 1 contract
Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Borrowers Xxxxxxxxx and to the Administrative Agent, at the time or times prescribed by applicable Laws or when reasonably requested by the Borrowers Xxxxxxxxx or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other information reasonably requested by the Borrowers or the Administrative Agent information as will permit the Borrowers Xxxxxxxxx or the Administrative Agent, as the case may be, to determine (A) whether or not any payments made by the respective Borrowers 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 any all payments to be made to such Lender by any Borrower the respective Borrowers pursuant to this Agreement or otherwise to establish such Lender’s status for withholding Tax tax purposes in the applicable jurisdiction includingjurisdictions.
(ii) Without limiting the generality of the foregoing, if a Borrower is resident for tax purposes in the avoidance United States,
(A) any Lender that is a “United States person” within the meaning of doubt, Section 7701(a)(30) of the Code shall deliver to Xxxxxxxxx and the Administrative Agent executed originals of IRS Form W-9 or such other documentation as will enable the or information prescribed by applicable Laws or reasonably requested by Xxxxxxxxx on behalf of such Borrower or the Administrative Agent as will enable such Borrower 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.
(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 Borrowers 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 request of such Borrower or the Administrative Agent) two executed originals of IRS Form W-9; and
(B) each Foreign Lender that is entitled under the Code or any applicable treaty to an exemption from or reduction of withholding Tax tax with respect to any payments hereunder or under any other Loan Document shall deliver to the Borrowers Xxxxxxxxx and the Administrative Agent, Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of Xxxxxxxxx on behalf of such Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), two copies of whichever of the following is applicable:
(I) executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, claiming eligibility for benefits of an income tax treaty to which the United States is a party,
(II) executed originals of IRS Form W-8ECI,
(III) executed originals of IRS Form W-8IMY and all required supporting documentation,
(IV) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 871(h) or 881(c) of the Code, (x) a certificate substantially in the form of Exhibit G-1 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 Borrowers such 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 that no interest payments under any Loan Document are effectively connected with such Foreign Lender’s conduct of a United States trade or business (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable,
(IV) 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 IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit G-3, 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 not a participating Lender) 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 G-4 on behalf of such direct and indirect partner(s), or
(V) 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 tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Borrowers such Borrower or the Administrative Agent to determine the withholding or deduction required to be made.
(iii) Each Lender agrees that if any documentation it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such documentation promptly or promptly (A) notify the Borrowers Xxxxxxxxx and the Administrative Agent of any change in writing circumstances which would modify or render invalid any claimed exemption or reduction, 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 legal ineligibility Lending Office) to do so. Notwithstanding avoid any other provision requirement of this Section 3.01(eapplicable Laws of any jurisdiction that any Borrower or the Administrative Agent make any withholding or deduction for taxes from amounts payable to such Lender.
(iv) Each of the Borrowers shall promptly deliver to the Administrative Agent or any Lender, as the Administrative Agent or such Lender shall reasonably request, on or prior to the Closing Date (or such later date on which it first becomes a Borrower), no Lender shall be 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 Borrower, as are required to deliver any documentation be furnished by such Lender is not legally eligible or the Administrative Agent under such Laws in connection with any payment by the Administrative Agent or any Lender of Taxes or Other Taxes, or otherwise in connection with the Loan Documents, with respect to deliversuch jurisdiction.
Appears in 1 contract
Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Borrowers Borrower and to the Administrative Agent, at the time or times prescribed by applicable Laws or when reasonably requested by the Borrowers Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other information reasonably requested by the Borrowers or the Administrative Agent information as will permit the Borrowers Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not any 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 any all payments to be made to such Lender by any Borrower Loan Party pursuant to this Agreement or otherwise to establish such Lender’s status for withholding Tax tax purposes in the applicable jurisdiction includingjurisdiction. Each such Lender shall, for whenever a lapse in time or change in circumstances renders any such documentation (including any specific documentation required below in this Section 3.01(e)) obsolete, expired or inaccurate in any respect, deliver promptly to the avoidance of doubt, such Borrower and the Administrative Agent updated or other appropriate documentation as will enable (including any new documentation reasonably requested by the Borrower or the Administrative Agent) or promptly notify the Borrower and the Administrative Agent in writing of its legal ineligibility to determine whether or not such Lender is subject to backup withholding or information reporting requirementsdo so.
(ii) Without limiting the generality of the foregoing,
(A) any Lender that is a “United States Personperson” within the meaning of Section 7701(a)(30) of the Code shall deliver to the Borrowers 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 request of such Borrower or the Administrative Agent) two executed originals of IRS Internal Revenue Service Form W-9W-9 certifying that such Lender is exempt from U.S. federal backup withholding; 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 any payments hereunder or under any other Loan Document shall deliver to the Borrowers Borrower and the Administrative Agent, 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 such the Borrower or the Administrative Agent), two copies of whichever of the following is applicable:
(I) executed originals of IRS Internal Revenue Service Form W-8BEN (or IRS Form W-8BEN-E, as applicable, any successor form) claiming eligibility for benefits of an income tax treaty to which the United States is a party,
(II) executed originals of IRS Internal Revenue Service Form W-8ECIW-8ECI (or any successor form),
(III) to the extent a Foreign Lender is not the beneficial owner (for example, where the Foreign Lender is a partnership or a Participating Lender), executed originals of Internal Revenue Service Form W-8IMY (or any successor form) of the Foreign Lender, accompanied by a Form W-8ECI, X-0XXX, X-0XXX, X-0, x Xxxxxx Xxxxxx Tax Compliance Certificate, or any other required information (or any successor form) from each beneficial owner that would be required under this Section 3.01(e) if such beneficial owner were a Lender, as applicable (provided that if the Foreign Lender is a partnership (and not a Participating Lender) and one or more direct or indirect partners are claiming the portfolio interest exemption, the United States Tax Compliance Certificate may be provided by such Foreign Lender on behalf of such direct or indirect partner(s)),
(IV) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section Section 971(h) or Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit G-1 to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section Section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the Borrowers Borrower within the meaning of section Section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in section Section 881(c)(3)(C) of the Code and that no interest payments under any Loan Document are effectively connected with such Foreign Lender’s conduct of a United States trade or business (any such certificate a “U.S. United States Tax Compliance Certificate”) and (y) executed originals of IRS Internal Revenue Service Form W-8BEN (or IRS Form W-8BEN-E, as applicable,
(IV) 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 IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit G-3, 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 not a participating Lender) 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 G-4 on behalf of such direct and indirect partner(sany successor form), or
(V) executed originals of any other form prescribed by applicable U.S. federal income tax Laws as a basis for claiming exemption from or a reduction in United States Federal federal withholding tax on any payments to such Lender under the Loan Documents.
(C) If a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax together imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Sections 1471(b) or 1472(b) of the Code, as applicable), such supplementary documentation as may be Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by applicable Laws to permit law and at such time or times reasonably requested by the Borrowers Borrower or the Administrative Agent to determine the withholding or deduction required to be made.
(iii) Each Lender agrees that if any documentation it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such documentation promptly 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 promptly notify the Borrowers Administrative Agent as may be necessary for the Borrower and the Administrative Agent in writing of its legal ineligibility to do socomply with their FATCA obligations, to determine whether such Lender has or has not complied with such Lender’s FATCA obligations and to determine the amount, if any, to deduct and withhold from such payment. Notwithstanding any other provision of this Section 3.01(e), no a Lender shall not be required to deliver any documentation that such Lender is not legally eligible to deliver.
Appears in 1 contract
Status of Lenders; Tax Documentation. (i) Each Lender and the Administrative Agent shall deliver to the Borrowers Company and to the Administrative AgentAgent (if applicable), at the time or times prescribed by applicable Laws or when reasonably requested by the Borrowers Company or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other information reasonably requested by the Borrowers or the Administrative Agent information as will permit the Borrowers Company or the Administrative Agent, as the case may be, to determine (A) whether or not any payments made by the Company hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) the entitlement of such Lender’s entitlement Lender or the Administrative Agent to any available exemption from, or reduction of, applicable Taxes in respect of any all payments to be made to such Lender Person by any Borrower the Company pursuant to this Agreement or otherwise to establish such LenderPerson’s status for withholding Tax tax purposes in the applicable jurisdiction includingjurisdictions. Notwithstanding anything to the contrary in this Section 3.01(e), for the avoidance completion, execution and submission of doubtthe documentation referred to in this Section 3.01(e) (other than specific forms set forth in Sections 3.01(e)(ii)(A) and (B) below) shall not be required if in such Lender’s judgment such completion, such other documentation as will enable the Borrower execution or the Administrative Agent to determine whether or not submission would subject such Lender is subject to backup withholding any material unreimbursed cost or information reporting requirementsexpense or materially prejudice the legal or commercial position of such Lender.
(ii) Without limiting the generality of the foregoing,
(A) any Lender or Administrative Agent that is a “United States Personperson” within the meaning of Section 7701(a)(30) of the Code shall deliver to the Borrowers and the Administrative Agent shall, on or prior to the date on which such Lender it becomes a Lender under party to this Agreement (and from time to time thereafter upon the request expiration, obsolescence or invalidity of any form, documentation or information previously delivered pursuant to this clause (A)), deliver to the Company and the Administrative Agent two properly completed and executed originals of Internal Revenue Service Form W-9 or such Borrower other documentation or information prescribed by applicable Laws or reasonably requested by the Company or the Administrative Agent) two executed originals of IRS Form W-9Agent as will establish its exemption from backup withholding; and
(B) each Foreign Lender that is entitled under the Code or any applicable treaty to an exemption from or reduction of withholding Tax tax with respect to any payments hereunder or under any other Loan Document shall deliver to the Borrowers Company and the Administrative Agent, Agent on or prior to the date on which such Foreign Lender becomes a Foreign Lender under this Agreement (and from time to time thereafter upon the expiration, obsolescence or invalidity of any form, documentation or information previously delivered pursuant to this clause (B), or upon the request of such Borrower the Company or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), two copies of whichever of the following is applicable:
(I) properly completed and executed originals of IRS Internal Revenue Service Form W-8BEN (or IRS Form W-8BEN-E, as applicable, successor form) claiming eligibility for benefits of an income tax treaty to which the United States is a party,
(II) properly completed and executed originals of Internal Revenue Service Form W-8ECI or W-8EXP (or successor form),
(III) to the extent a Foreign Lender is not the beneficial owner of such payments, properly completed and executed originals of IRS Form W-8IMY (or successor form), accompanied by IRS Form W-8ECI, IRS Form W-8BEN, and all required supporting documentation, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership for U.S. federal income tax purposes and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide certification documents on behalf of each such direct and indirect partner,
(IIIIV) 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 G-1 to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the CodeX-0, (B) a “10 percent shareholder” of the Borrowers within the meaning of section 881(c)(3)(B) of the CodeX-0, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Code and that no interest payments under any Loan Document are effectively connected with such Foreign Lender’s conduct of a United States trade or business (a “U.S. Tax Compliance Certificate”) X-0 xx X-0, as applicable, and (y) properly completed and executed originals of IRS Internal Revenue Service Form W-8BEN (or IRS Form W-8BEN-E, as applicable,
(IV) 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 IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit G-3, 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 not a participating Lender) 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 G-4 on behalf of such direct and indirect partner(ssuccessor form), or
(V) properly completed and executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal federal withholding Tax tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Borrowers Company or the Administrative Agent to determine the withholding or deduction required to be made.
(iii) Each Lender agrees that if any documentation it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such documentation promptly or promptly notify the Borrowers and the Administrative Agent shall promptly (A) notify the Company and the Administrative Agent (if applicable) of any change in writing circumstances which would modify or render invalid any claimed exemption or reduction, and (B) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Person, and as may be reasonably necessary (including, in the case of any Lender, the re-designation of its legal ineligibility Lending Office) to do so. Notwithstanding avoid any other provision requirement of this Section 3.01(e)applicable Laws of any jurisdiction that the Company or the Administrative Agent make any withholding or deduction for taxes from amounts payable to such Person.
(iv) The Company shall promptly deliver to the Administrative Agent or any Lender, no as the Administrative Agent or such Lender shall be reasonably request, in a timely fashion after the Effective Date, such documents and forms required by any relevant taxing authorities under the Laws of any jurisdiction, duly executed and completed by the Company, as are required to deliver any documentation be furnished by such Lender is not legally eligible or the Administrative Agent under such Laws in connection with any payment by the Administrative Agent or any Lender of Taxes or Other Taxes, or otherwise in connection with the Loan Documents, with respect to deliversuch jurisdiction.
Appears in 1 contract
Samples: Term Loan Credit Agreement (Watson Pharmaceuticals Inc)
Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Borrowers Borrower and to the Administrative Agent, at the time or times prescribed by applicable Laws or when reasonably requested by the Borrowers Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other information reasonably requested by the Borrowers or the Administrative Agent information as will permit the Borrowers Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not any payments made hereunder or under any other Loan Document are subject to withholding 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 withholding Taxes in respect of any all payments to be made to such Lender by any the Borrower pursuant to this Agreement or otherwise to establish such Lender’s status for withholding Tax tax purposes in the applicable jurisdiction including, for the avoidance of doubt, such other documentation as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirementsjurisdiction.
(ii) Without limiting the generality of the foregoing, if the Borrower is resident for tax purposes in the United States,
(A) any Lender that is a “United States Personperson” within the meaning of Section 7701(a)(30) of the Code shall deliver to the Borrowers Borrower and the Administrative Agent on executed originals of Internal Revenue Service Form W-9 or prior to such other documentation or information prescribed by applicable Laws or reasonably requested by the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon Borrower or the request of such Administrative Agent as will enable the Borrower or the Administrative Agent) two executed originals of IRS Form W-9, as the case may be, certifying, to the extent such Lender is legally entitled to do so, that such Lender is exempt from U.S. 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 withholding Tax tax with respect to any payments hereunder or under any other Loan Document shall deliver to the Borrowers Borrower and the Administrative Agent, Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of such the Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), two copies of whichever of the following is applicable:
(I) executed originals of IRS Internal Revenue Service Form W-8BEN or IRS Form W-8BEN-E, as applicable, claiming eligibility for benefits of an income tax treaty to which the United States is a party,
(II) executed originals of IRS Internal Revenue Service Form W-8ECI,
(III) executed originals of Internal Revenue Service Form W-8IMY and all required supporting documentation,
(IV) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit G-1 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 Borrowers 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 that no interest payments under any Loan Document are effectively connected with such Foreign Lender’s conduct of a United States trade or business (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN or IRS Internal Revenue Service Form W-8BEN-E, as applicable,
(IV) 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 IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit G-3, 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 not a participating Lender) 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 G-4 on behalf of such direct and indirect partner(s), or
(V) 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 tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Borrowers Borrower or the Administrative Agent to determine the withholding or deduction required to be made.
(C) 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, L/C Issuer or Administrative Agent 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, L/C Issuer or Administrative Agent 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, L/C Issuer or Administrative Agent has complied with such Lender’s, L/C Issuer’s or Administrative Agent’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (C), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.
(iii) Each Lender agrees that if any documentation it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such documentation promptly or promptly notify the Borrowers Borrower and the Administrative Agent of any change in writing of its legal ineligibility to do so. Notwithstanding circumstances which would modify or render invalid any other provision of this Section 3.01(e), no Lender shall be required to deliver any documentation such Lender is not legally eligible to deliverclaimed exemption or reduction.
Appears in 1 contract
Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Borrowers Borrower and to the Administrative Agent, at the time or times prescribed by applicable Laws or when reasonably requested by the Borrowers Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other information reasonably requested by the Borrowers or the Administrative Agent information as will permit the Borrowers Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not any 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 any all payments to be made to such Lender by any Borrower pursuant to this Agreement or otherwise to establish such Lender’s status for withholding Tax tax purposes in the applicable jurisdiction includingjurisdiction.
(ii) Without limiting the generality of the foregoing, if Borrower is resident for tax purposes in the avoidance United States,
(A) any Lender that is a “United States person” within the meaning of doubt, Section 7701(a)(30) of the Code shall deliver to Borrower and Administrative Agent executed originals of IRS Form W-9 or such other documentation or information prescribed by applicable Laws or reasonably requested by Borrower or Administrative Agent as will enable the Borrower or Administrative Agent, as the Administrative Agent case may be, to determine whether or not such Lender is subject to backup withholding or information reporting requirements.
(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 Borrowers 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 request of such Borrower or the Administrative Agent) two executed originals of IRS Form W-9; and
(B) each Foreign Lender that is entitled under the Code or any applicable treaty to an exemption from or reduction of withholding Tax tax with respect to any payments hereunder or under any other Loan Document shall deliver to Borrower and Administrative Agent (in such number of copies as shall be requested by the Borrowers and the Administrative Agent, 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 such Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), two copies of whichever of the following is applicable:
(I1) executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, claiming eligibility for benefits of an income tax treaty to which the United States is a party,
(II2) executed originals of IRS Form W-8ECI,
(III3) executed originals of IRS Form W-8IMY and all required supporting documentation,
(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 substantially in the form of Exhibit G-1 to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A881 (c)(3)(A) of the Code, (B) a “10 percent shareholder” of the Borrowers 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)(C881 (c)(3)(C) of the Code and that no interest payments under any Loan Document are effectively connected with such Foreign Lender’s conduct of a United States trade or business (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable,
(IV) 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 IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit G-3, 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 not a participating Lender) 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 G-4 on behalf of such direct and indirect partner(s), or
(V5) 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 tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Borrowers Borrower or the Administrative Agent to determine the withholding or deduction required to be made.
(iii) Each Lender agrees shall promptly (A) notify Borrower and Administrative 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 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 of any jurisdiction that Borrower or Administrative Agent make any withholding or deduction for taxes from amounts payable to such Lender.
(iv) If a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if any documentation it previously delivered expires such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or becomes obsolete 1472(b) of the Code, as applicable), such Lender shall deliver to Borrower and Administrative Agent at the time or inaccurate in any respect, it shall update times prescribed by law and at such time or times reasonably requested by Borrower or Administrative Agent such documentation promptly prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by Borrower or promptly notify the Borrowers and the Administrative Agent in writing of its legal ineligibility as may be necessary for Borrower and Administrative Agent to do socomply 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. Notwithstanding any other provision Solely for purposes of this Section 3.01(eclause (iv), no Lender shall be required to deliver any documentation such Lender is not legally eligible to deliver.,
Appears in 1 contract
Status of Lenders; Tax Documentation. (i) Each Lender and the L/C Issuer shall deliver to the Borrowers Borrower and to the Administrative Agent, at the time or times prescribed by applicable Laws or when reasonably requested by the Borrowers Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing Taxing authorities of any jurisdiction and such other information reasonably requested by the Borrowers or the Administrative Agent information as will permit the Borrowers Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not any 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 or the L/C Issuer’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of any all payments to be made to such Lender or the L/C Issuer by any the Borrower pursuant to this Agreement or otherwise to establish such Lender’s or the L/C Issuer’s status for withholding Tax purposes in the applicable jurisdiction including, for the avoidance of doubt, such other documentation as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirementsjurisdiction.
(ii) Without limiting the generality of the foregoing,
(A) The L/C Issuer and any Lender that is a “United States Personperson” within the meaning of Section 7701(a)(30) of the Code shall deliver to the Borrowers Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient), on or prior to before the date on which such Lender it becomes a Lender under party to this Agreement (and from time to time thereafter upon Agreement, executed originals of Internal Revenue Service Form W-9, or any subsequent versions thereof or successors thereto, or such other documentation or information prescribed by applicable Laws or reasonably requested by the request of such Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent) two executed originals of IRS Form W-9, 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 any payments hereunder or under any other Loan Document shall deliver to the Borrowers Borrower and the Administrative Agent, Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of such the Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), two copies of whichever of the following is applicable:
(I1) executed originals of IRS Form W-8BEN or IRS Internal Revenue Service Form W-8BEN-E, as applicableor any subsequent versions thereof or successors thereto, claiming eligibility for benefits of an income tax treaty to which the United States is a party,
(II2) executed originals of IRS Internal Revenue Service Form W-8ECI, or any subsequent versions thereof or successors thereto,
(III3) executed originals of Internal Revenue Service Form W-8IMY or any subsequent versions thereof or successors thereto, and all required supporting documentation,
(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 substantially in the form of Exhibit G-1 F 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 Borrowers 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 that no interest payments under any Loan Document are effectively connected with such Foreign Lender’s conduct of a United States trade or business (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN or IRS Internal Revenue Service Form W-8BEN-E, as applicable,
(IV) 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 IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 any subsequent versions thereof or Exhibit G-3, 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 not a participating Lender) 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 G-4 on behalf of such direct and indirect partner(s)successors thereto, or
(V5) executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal withholding Tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Borrowers Borrower or the Administrative Agent to determine the withholding or deduction required to be made.
(iiiC) Each The L/C Issuer and each Lender agrees that if any documentation it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such documentation promptly or promptly (A) notify the Borrowers Borrower and the Administrative Agent of any change in writing circumstances which would modify or render invalid any claimed exemption or reduction and (B) deliver such forms as required under Sections 3.01(e)(ii) or 3.01(e)(iii) upon the obsolescence or invalidity of any form previously delivered by such Lender or the L/C Issuer.
(iii) If a payment made to a Lender or the L/C Issuer hereunder or under any Loan Document would be subject to United States Federal withholding Tax imposed by FATCA if such Lender or the L/C Issuer were to fail to comply with the applicable reporting requirements of FATCA (e.g., because the Revolving Credit Loans are not treated as grandfathered obligations under FATCA), such Lender or the L/C Issuer 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 and 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 or the Administrative Agent to comply with its legal ineligibility obligations under FATCA, to do sodetermine that such Lender or the L/C Issuer has complied with its obligations under FATCA or to determine the amount to deduct and withhold from such payment. Notwithstanding any other provision Solely for the purposes of this Section 3.01(eclause (iii), no Lender “FATCA” shall be required include any amendments made to deliver any documentation such Lender is not legally eligible to deliverFATCA after the date of this Agreement.
Appears in 1 contract
Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Borrowers Xxxxxxxxx and to the Administrative Agent, at the time or times prescribed by applicable Laws or when reasonably requested by the Borrowers Xxxxxxxxx or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other information reasonably requested by the Borrowers or the Administrative Agent information as will permit the Borrowers Xxxxxxxxx or the Administrative Agent, as the case may be, to determine (A) whether or not any payments made by the respective Borrowers 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 any all payments to be made to such Lender by any Borrower the respective Borrowers pursuant to this Agreement or otherwise to establish such Lender’s status for withholding Tax tax purposes in the applicable jurisdiction includingjurisdictions.
(ii) Without limiting the generality of the foregoing, if a Borrower is resident for tax purposes in the avoidance United States,
(A) any Lender that is a “United States person” within the meaning of doubt, Section 7701(a)(30) of the Code shall deliver to Xxxxxxxxx and the Administrative Agent executed originals of Internal Revenue Service Form W-9 or such other documentation as will enable the or information prescribed by applicable Laws or reasonably requested by Xxxxxxxxx on behalf of such Borrower or the Administrative Agent as will enable such Borrower 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.
(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 Borrowers 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 request of such Borrower or the Administrative Agent) two executed originals of IRS Form W-9; and
(B) each Foreign Lender that is entitled under the Code or any applicable treaty to an exemption from or reduction of withholding Tax tax with respect to any payments hereunder or under any other Loan Document shall deliver to the Borrowers Xxxxxxxxx and the Administrative Agent, Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of Xxxxxxxxx on behalf of such Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), two copies of whichever of the following is applicable:
(I) executed originals of IRS Internal Revenue Service Form W-8BEN or IRS Form W-8BEN-E, as applicable, claiming eligibility for benefits of an income tax treaty to which the United States is a party,
(II) executed originals of IRS Internal Revenue Service Form W-8ECI,
(III) executed originals of Internal Revenue Service Form W-8IMY and all required supporting documentation,
(IV) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit G-1 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 Borrowers such 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 that no interest payments under any Loan Document are effectively connected with such Foreign Lender’s conduct of a United States trade or business (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN or IRS Internal Revenue Service Form W-8BEN-E, as applicable,
(IV) 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 IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit G-3, 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 not a participating Lender) 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 G-4 on behalf of such direct and indirect partner(s), or
(V) 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 tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Borrowers such Borrower or the Administrative Agent to determine the withholding or deduction required to be made.
(iii) Each Lender agrees that if any documentation it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such documentation promptly or promptly (A) notify the Borrowers Xxxxxxxxx and the Administrative Agent of any change in writing circumstances which would modify or render invalid any claimed exemption or reduction, 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 legal ineligibility Lending Office) to do so. Notwithstanding avoid any other provision requirement of this Section 3.01(eapplicable Laws of any jurisdiction that any Borrower or the Administrative Agent make any withholding or deduction for taxes from amounts payable to such Lender.
(iv) Each of the Borrowers shall promptly deliver to the Administrative Agent or any Lender, as the Administrative Agent or such Lender shall reasonably request, on or prior to the Closing Date (or such later date on which it first becomes a Borrower), no Lender shall be 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 Borrower, as are required to deliver any documentation be furnished by such Lender is not legally eligible or the Administrative Agent under such Laws in connection with any payment by the Administrative Agent or any Lender of Taxes or Other Taxes, or otherwise in connection with the Loan Documents, with respect to deliversuch jurisdiction.
Appears in 1 contract
Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Borrowers Borrower and to the Administrative Agent, at the time or times whenever reasonably requested by the Borrowers Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other information reasonably requested by the Borrowers or the Administrative Agent information as will permit the Borrowers Borrower or the Administrative Agent, as the case may be, to determine (A) to determine whether or not any payments made hereunder or under any other Loan Document are subject to Taxes, (B) to determine, if applicable, the required rate of withholding or deduction, deduction and (C) to establish such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of any payments to be made to such Lender by any the Borrower pursuant to this Agreement or other Loan Document or otherwise to establish such Lender’s status for withholding Tax tax purposes in the applicable jurisdiction including, for the avoidance of doubt, such other documentation as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirementsjurisdiction.
(ii) Without limiting the generality of the foregoing,
(A) any Lender that is a “United States Personperson” within the meaning of Section 7701(a)(30) of the Code shall deliver to the Borrowers Borrower and the Administrative Agent on executed originals of IRS Form W-9 (in such number of signed originals as shall be requested by the recipient) or prior to such other documentation or information prescribed by applicable Laws or reasonably requested by the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon Borrower or the request of such Administrative Agent as will enable the Borrower or the Administrative Agent) two executed originals of IRS Form W-9, as the case may be, to determine whether or not such Lender is subject to backup withholding or information reporting requirements; and
(B) to the extent it is legally entitled to do so: each Foreign Lender that is entitled under the Code or any applicable treaty to an exemption from or reduction of U.S. federal withholding Tax tax with respect to any payments hereunder or under any other Loan Document shall deliver to the Borrowers Borrower and the Administrative Agent, Agent (in such number of signed originals 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 (1) if any documentation previously delivered has expired or become obsolete or invalid or (2) upon the request of such the Borrower or the Administrative Agent), two copies of whichever of the following is applicable:
(I) executed originals of IRS Form W-8BEN (or IRS Form W-8BEN-E, as applicable, any successor thereto) claiming eligibility for benefits of an income tax treaty to which the United States is a party,
(II) executed originals of IRS Form W-8ECIW-8ECI (or any successor thereto),
(III) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section Sections 881(c) or 871(h) of the CodeCode (the “Portfolio Interest Exemption”), (x) a certificate certificate, substantially in the form of Exhibit G-1 X-0, X-0, X-0 xx X-0, as applicable (a “Tax Status Certificate”), to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section Section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the Borrowers Borrower within the meaning of section Section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in section Section 881(c)(3)(C) of the Code Code, and that no interest payments under any Loan Document are to be received is effectively connected with such Foreign Lender’s conduct of a United States U.S. trade or business (a “U.S. Tax Compliance Certificate”) and (y) duly completed and executed originals original copies of IRS Form W-8BEN (or IRS Form W-8BEN-E, as applicableany successor thereto),
(IV) 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 IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit G-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign where such Lender is a partnership (and for U.S. federal income tax purposes) or otherwise not a participating Lenderbeneficial owner (e.g., where such Lender has sold a typical participation), IRS Form W-8IMY (or any successor thereto) and all required supporting documentation (including, where one or more direct or indirect partners of such the underlying beneficial owner(s) is claiming the benefits of the Portfolio Interest Exemption, a Tax Status Certificate (which Tax Status Certificate may be provided by the 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 G-4 on behalf of such direct and indirect partner(sbeneficial owner(s))), or
(V) executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal federal withholding Tax tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Borrowers Borrower or the Administrative Agent to determine the withholding or deduction required to be made.
(iii) . Each Lender agrees that if any documentation it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such documentation promptly or promptly notify the Borrowers Borrower and the Administrative Agent of any change in writing of its legal ineligibility to do so. Notwithstanding circumstances which would modify or render invalid any other provision of this Section 3.01(e), no Lender shall be required to deliver any documentation such Lender is not legally eligible to deliverclaimed exemption or reduction.
Appears in 1 contract
Samples: Credit Agreement (Brocade Communications Systems Inc)
Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Borrowers Borrower Agent and to the Administrative Agent, at the time or times prescribed by applicable Laws or when reasonably requested by the Borrowers Borrower Agent or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other information reasonably requested by the Borrowers or the Administrative Agent information as will permit the Borrowers Borrower Agent or the Administrative Agent, as the case may be, to determine (A) whether or not any 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 any all payments to be made to such Lender by any Borrower the Loan Parties pursuant to this Agreement or otherwise to establish such Lender’s status for withholding Tax tax purposes in the applicable jurisdiction includingjurisdiction.
(ii) Without limiting the generality of the foregoing, if a Borrower is resident for tax purposes in the avoidance United States, (A) any Lender that is a “United States person” within the meaning of doubt, Section 7701(a)(30) of the Code shall deliver to the Borrower Agent and the 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 Agent or the Administrative Agent as will enable the Borrower Agent or the Administrative Agent Agent, as the case may be, to determine whether or not such Lender is subject to backup withholding or information reporting requirements.
(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 Borrowers ; 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 request of such Borrower or the Administrative Agent) two executed originals of IRS Form W-9; and
(B) each Foreign Lender that is entitled under the Code or any applicable treaty to an exemption from or reduction of withholding Tax tax with respect to any payments hereunder or under any other Loan Document shall deliver to the Borrowers Borrower Agent and the Administrative Agent, Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of such the Borrower Agent or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), two copies of whichever of the following is applicable:
: (I) executed originals of IRS Form W-8BEN or IRS Internal Revenue Service Form W-8BEN-EE (or, as applicable, if applicable W- 8BEN) claiming eligibility for benefits of an income tax treaty to which the United States is a party,
, (II) executed originals of IRS Internal Revenue Service Form W-8ECI,
, (III) executed originals of Internal Revenue Service Form W-8IMY and all required supporting documentation, (IV) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit G-1 to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section Section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the Borrowers any 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 that no interest payments under any Loan Document are effectively connected with such Foreign Lender’s conduct of a United States trade or business (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable,
(IV) 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 IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit G-3, 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 not a participating Lender) 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 G-4 on behalf of such direct and indirect partner(s), or
(V) executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal withholding Tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Borrowers or the Administrative Agent to determine the withholding or deduction required to be made.
(iii) Each Lender agrees that if any documentation it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such documentation promptly or promptly notify the Borrowers and the Administrative Agent in writing of its legal ineligibility to do so. Notwithstanding any other provision of this Section 3.01(e), no Lender shall be required to deliver any documentation such Lender is not legally eligible to deliver.the
Appears in 1 contract
Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Borrowers Loan Parties and to the Administrative AgentAgents, at the time or times prescribed by applicable Laws or when reasonably requested by the Borrowers any Loan Party or the Administrative any Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities Governmental Authorities of any jurisdiction and such other information reasonably requested by the Borrowers or the Administrative Agent information as will permit the Borrowers such Loan Party or the Administrative such Agent, as the case may be, to determine (A) whether or not any 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 any all payments to be made to such Lender by any Borrower Loan Party pursuant to this Credit Agreement or otherwise to establish such Lender’s status for withholding Tax tax purposes in the applicable jurisdiction includingjurisdiction.
(ii) Without limiting the generality of the foregoing, if any Loan Party is resident for tax purposes in the avoidance United States,
(A) any Lender that is a “United States person” within the meaning of doubt, §7701(a)(30) of the Code shall deliver to such Loan Party and each Agent executed originals of Internal Revenue Service Form W-9 or such other documentation or information prescribed by applicable laws or reasonably requested by any Loan Party or any Agent as will enable such Loan Party or such Agent, as the Borrower or the Administrative Agent case may be, to determine whether or not such Lender is subject to backup withholding or information reporting requirements.
(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 Borrowers 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 request of such Borrower or the Administrative Agent) two executed originals of IRS Form W-9; and
(B) each Foreign Lender that is entitled under the Code or any applicable treaty to an exemption from or reduction of withholding Tax tax with respect to any payments hereunder or under any other Loan Document shall deliver to each Loan Party and each Agent (in such number of copies as shall be requested by the Borrowers and the Administrative Agent, recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Credit Agreement (and from time to time thereafter upon the request of such Borrower GWI or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), two copies of whichever of the following is applicable:
(I) executed originals of IRS Internal Revenue Service Form W-8BEN or IRS Form W-8BEN-E, as applicable, claiming eligibility for benefits of an income tax treaty to which the United States is a party,
(II) executed originals of IRS Internal Revenue Service Form W-8ECI,
(III) executed originals of Internal Revenue Service Form W-8IMY and all required supporting documentation,
(IV) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit G-1 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 Borrowers any Loan Party 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 that no interest payments under any Loan Document are effectively connected with such Foreign Lender’s conduct of a United States trade or business (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN or IRS Internal Revenue Service Form W-8BEN-E, as applicable,
(IV) 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 IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit G-3, 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 not a participating Lender) 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 G-4 on behalf of such direct and indirect partner(s), or
(V) executed originals of any other form prescribed by applicable Laws laws as a basis for claiming exemption from or a reduction in United States Federal withholding Tax tax together with such supplementary documentation as may be prescribed by applicable Laws laws to permit the Borrowers applicable Loan Party or the Administrative Agent to determine the withholding or deduction required to be made.
(C) each Foreign Lender shall provide, promptly upon the reasonable demand of GWI or the Administrative Agent, any information, form or document, accurately completed, that may be required in order to demonstrate that such Foreign Lender is in compliance with the requirements of FATCA, including §1471(b) of the Code, if such Foreign Lender is a foreign financial institution (as such term is defined in §1471(d)(4) of the Code) or §1472(b), if such Foreign Lender is a non-financial foreign entity (as such term is defined in §1472(d) of the Code).
(iii) Each Lender agrees that if any documentation it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such documentation promptly or promptly (A) notify the Borrowers Loan Parties and the Administrative Agent of any change in writing circumstances which would modify or render invalid any claimed exemption or reduction, 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 legal ineligibility Lending Office) to do so. Notwithstanding avoid any other provision requirement of this Section 3.01(e), no Lender shall be required applicable laws of any jurisdiction that any Loan Party or any Agent make any withholding or deduction for Taxes from amounts payable to deliver any documentation such Lender is not legally eligible to deliverLender.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Genesee & Wyoming Inc)
Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Borrowers Borrowers, to Intermediate Holdings, to Holdings and to the Administrative Agent, at the time or times prescribed by applicable Laws, whenever a lapse in time or change in circumstances renders previously delivered documentation obsolete or inaccurate in any material respect or when reasonably requested by the Borrowers Borrowers, Intermediate Holdings, Holdings or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other information reasonably requested by the Borrowers or the Administrative Agent information as will permit the Borrowers Borrowers, Intermediate Holdings, Holdings or the Administrative Agent, as the case may be, to determine (A) whether or not any 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 any all payments to be made to such Lender by any Borrower the Borrowers, Intermediate Holdings or Holdings, as the case may be, pursuant to this Agreement or otherwise to establish such Lender’s status for withholding Tax tax purposes in the applicable jurisdiction including, for the avoidance of doubt, such other documentation as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirementsjurisdiction.
(ii) Without limiting the generality of the foregoing,
(A) any Lender that is a “United States Personperson” within the meaning of Section 7701(a)(30) of the Code shall deliver to the Borrowers Borrowers, Intermediate Holdings, Holdings and the Administrative Agent on executed originals of Internal Revenue Service Form W-9 or prior to such other documentation or information prescribed by applicable Laws or reasonably requested by the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon Borrowers, Intermediate Holdings, Holdings or the request of such Borrower Administrative Agent as will enable the Borrower, Intermediate Holdings, Holdings or the Administrative Agent) two executed originals of IRS Form W-9, 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 tax with respect to any payments hereunder or under any other Loan Document shall deliver to the Borrowers Borrowers, Intermediate Holdings, Holdings and the Administrative Agent, Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of such Borrower the Borrowers, Intermediate Holdings, Holdings or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), two copies of whichever of the following is applicable:
(I) executed originals of IRS Internal Revenue Service Form W-8BEN or IRS Form W-8BEN-E, as applicable, claiming eligibility for benefits of an income tax treaty to which the United States is a party,
(II) executed originals of IRS Internal Revenue Service 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 G-1 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 Borrowers 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 that no interest payments under any Loan Document are effectively connected with such Foreign Lender’s conduct of a United States trade or business (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Internal Revenue Service Form W-8BEN or IRS Form W-8BEN-E, as applicableW-8IMY and all required supporting documentation,
(IV) 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 IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit G-3, 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 not a participating Lender) 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 G-4 on behalf of such direct and indirect partner(s), or
(V) executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal withholding Tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Borrowers or the Administrative Agent to determine the withholding or deduction required to be made.
(iii) Each Lender agrees that if any documentation it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such documentation promptly or promptly notify the Borrowers and the Administrative Agent in writing of its legal ineligibility to do so. Notwithstanding any other provision of this Section 3.01(e), no Lender shall be required to deliver any documentation such Lender is not legally eligible to deliver.
Appears in 1 contract
Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Borrowers Company and to the Administrative Agent, at the time or times prescribed by applicable Laws or when reasonably requested by the Borrowers Company or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other information reasonably requested by the Borrowers or the Administrative Agent information as will permit the Borrowers Company or the Administrative Agent, as the case may be, to determine (A) whether or not any payments made by the respective Borrowers 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 any all payments to be made to such Lender by any Borrower the respective Borrowers pursuant to this Agreement or otherwise to establish such Lender’s status for withholding Tax tax purposes in the applicable jurisdiction includingjurisdictions.
(ii) Without limiting the generality of the foregoing, if a Borrower is resident for tax purposes in the avoidance United States,
(A) any Lender that is a “United States person” within the meaning of doubt, Section 7701(a)(30) of the Code shall deliver to the Company and the Administrative Agent (in such number of copies as shall be requested by the recipient) executed originals of IRS Form W-9 or such other documentation or information prescribed by applicable Laws or reasonably requested by the Company or the Administrative Agent as will enable the Borrower Company or the Administrative Agent Agent, as the case may be, to determine whether or not such Lender is subject to backup withholding or information reporting requirements.
(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 Borrowers 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 request of such Borrower or the Administrative Agent) two executed originals of IRS Form W-9; and
(B) each Each Foreign Lender that is entitled under the Code or any applicable treaty to an exemption from or reduction of withholding Tax tax with respect to any payments hereunder or under any other Loan Document shall deliver to the Borrowers Company and the Administrative Agent, Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Company on behalf of such Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), two copies of whichever of the following is applicable:
(I) executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, claiming eligibility for benefits of an income tax treaty to which the United States is a party,
(II) executed originals of IRS Form W-8ECI,
(III) executed originals of IRS Form W-8IMY and all required supporting documentation,
(IV) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit G-1 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 Borrowers such 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 that no interest payments under any Loan Document are effectively connected with such Foreign Lender’s conduct of a United States trade or business (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable,
(IV) 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 IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit G-3, 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 not a participating Lender) 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 G-4 on behalf of such direct and indirect partner(s), or
(V) 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 tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Borrowers such Borrower or the Administrative Agent to determine the withholding or deduction required to be made.
(iii) Each Lender agrees that if any documentation it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such documentation promptly or promptly (A) notify the Borrowers Company and the Administrative Agent of any change in writing circumstances which would modify or render invalid any claimed exemption or reduction, 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 legal ineligibility Lending Office) to do soavoid any requirement of applicable Laws of any jurisdiction that any Borrower or the Administrative Agent make any withholding or deduction for Taxes from amounts payable to such Lender.
(iv) Each of the Borrowers shall promptly deliver to the Administrative Agent or any Lender, as the Administrative Agent or such Lender shall reasonably request, on or prior to the Closing Date (or such later date on which it first becomes a Borrower), 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 Borrower, as are required to be furnished by such Lender or the Administrative Agent under such Laws in connection with any payment by the Administrative Agent or any Lender of Taxes, or otherwise in connection with the Loan Documents, with respect to such jurisdiction.
(v) 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 Company and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Company 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 Company or the Administrative Agent as may be necessary for the Company 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. Notwithstanding Solely for purposes of this clause (v), “FATCA” shall include any other amendments made to FATCA after the Closing Date.
(vi) At the request of the Administrative Agent or any Lender after a Borrowing by the applicable Borrower, the Company and each Borrower shall take such actions as shall be required or reasonably necessary, in the judgment of the Administrative Agent or such Lender, pursuant to applicable Laws to make available any exemption from, or reduction of, applicable Taxes that would otherwise be imposed by an Approved Jurisdiction in respect of payments to be made pursuant to this Agreement, including the timely provision of such notices, forms and necessary supporting documentation that may be required pursuant to the HMRC DT Treaty Passport Scheme or any similar legislation, treaty, scheme or arrangement; provided that with respect to the HMRC DT Treaty Passport Scheme, where a Lender that holds a passport under the HMRC DT Treaty Passport Scheme and wishes that scheme to apply to this Agreement, each Borrower shall, to the extent such Lender is a Lender under a Facility made available to such Borrower: (A) file a duly completed form DTTP 2 in respect of such Lender with H.M. Revenue & Customs within 30 days of a request from such Lender (for the benefit of the Administrative Agent and without liability to any Borrower) where such request includes such Lender’s scheme reference number and jurisdiction of tax residence, and (B) shall inform such Lender of the determination under the HMRC DT Treaty Passport Scheme promptly upon receipt thereof.
(vii) For purposes of this Section 3.01(e), no Lender shall be required to deliver the term “Lender” includes any documentation such Lender is not legally eligible to deliverL/C Issuer.
Appears in 1 contract
Samples: Credit Agreement (Urs Corp /New/)
Status of Lenders; Tax Documentation. (i) Each Lender shall deliver indicate, in the case of a Lender party hereto as of the date of this Agreement, on Schedule 3.01 hereto, or in the case of any Lender which becomes a party hereto after the date of this Agreement, in the Assignment and Assumption which it executes on becoming a party hereto, and for the benefit of the Administrative Agent and without liability to any Loan Party, which of the Borrowers following categories it falls in (A) not a UK Qualifying Lender, (B) a UK Qualifying Lender (other than a UK Treaty Lender), or (C) a UK Treaty Lender. If a Lender fails to indicate its status in accordance with this clause (e)(i) then such Lender shall be treated for the purposes of this Agreement (including by each Loan Party) as if it is not a UK Qualifying Lender until such time as it notifies the Administrative Agent which category applies (and to the Administrative Agent, at upon receipt of such notification, shall promptly inform the time or times reasonably requested Borrower). For the avoidance of doubt, neither this Agreement nor an Assignment and Assumption shall be invalidated by any failure of a Lender to comply with this clause (e)(i).
(ii) Each Lender shall promptly (A) notify the Borrowers or the Administrative Agent, such properly completed Borrower and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other information reasonably requested by the Borrowers or the Administrative Agent as will permit the Borrowers of any change in circumstances which does, or the Administrative Agentis reasonably likely to, as the case may be, modify or render invalid any claimed exemption from or reduction of Tax (including any exemption from Taxes required to determine (A) whether be withheld or not deducted from any payments made hereunder or under any other Loan Document are subject to TaxesDocument), and (B) if applicabletake such steps as shall not be materially disadvantageous to it, in the required rate reasonable judgment of withholding or deductionsuch Lender, and as may be reasonably necessary (Cincluding the re-designation of its Lending Office) such Lender’s entitlement to avoid any available exemption fromrequirement of applicable Laws that the Borrower, or reduction of, applicable Taxes in respect of any payments to be made to such Lender by any Borrower pursuant to this Agreement or otherwise to establish such Lender’s status for withholding Tax purposes in the applicable jurisdiction including, for the avoidance of doubt, such other documentation as will enable the Borrower Guarantor or the Administrative Agent make any withholding or deduction for or on account of Taxes imposed by the United Kingdom from amounts payable to determine whether or not such Lender is subject to backup withholding hereunder or information reporting requirementsunder any other Loan Document.
(iiiii) Without limiting The Borrower shall promptly deliver to the generality Administrative Agent or any Lender, as the Administrative Agent or such Lender shall reasonably request, on or prior to the Effective Date, 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 the foregoing,Borrower, as are required to be furnished by such Lender or the Administrative Agent under such Laws in connection with any payment by the Administrative Agent or any Lender of Taxes or Other Taxes, or otherwise in connection with the Loan Documents, with respect to such jurisdiction.
(Aiv) any In addition, each Lender that is a “United States Personperson” within the meaning of Section 7701(a)(30) of the Code shall deliver to the Borrowers Borrower 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 such the Borrower or the Administrative Agent) two executed originals of IRS Form W-9; and
(BW-9 or such other documentation or information prescribed by applicable Laws or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower 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) each Foreign Lender 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 any payments hereunder or under any other Loan Document shall deliver to the Borrowers Borrower and the Administrative Agent, Agent (in such number 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 expiration of any previously delivered form or upon the request of such the Borrower or the Administrative Agent, but only if such Lender is legally entitled to do so), two copies of whichever of the following is applicable:
(IA) executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, E claiming eligibility for benefits of an income tax treaty to which the United States is a party,;
(IIB) executed originals of IRS Form W-8ECI,;
(IIIC) executed originals of 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, (x) a certificate substantially in the form of Exhibit G-1 to the effect that such Foreign Lender is not (AI) a “bank” within the meaning of section 881(c)(3)(A) of the Code, (BII) a “10 10-percent shareholder” of the Borrowers WNA within the meaning of section 881(c)(3)(B) of the Code, Code or (CIII) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Code and that no interest payments under any Loan Document are effectively connected with such Foreign Lender’s conduct of a United States trade or business (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable,
(IV) 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 IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit G-3, 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 not a participating Lender) 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 G-4 on behalf of such direct and indirect partner(s), or
(VE) executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal federal withholding Tax tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Borrowers Borrower or the Administrative Agent to determine the withholding or deduction required to be made.
(iiiv) Each If a payment made to a Lender agrees that hereunder or under any other Loan Document would be subject to Tax imposed by FATCA if any documentation it previously delivered expires such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or becomes obsolete or inaccurate in any respect1472(b) of the Code, it as applicable), such Lender shall update such documentation promptly or promptly notify deliver to the Borrowers Borrower and the Administrative Agent in writing 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 its legal ineligibility 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 do socomply 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. Notwithstanding any other provision Solely for purposes of this Section 3.01(esubsection (e)(v), no “FATCA” shall include any amendments made to FATCA after the date of this Agreement. Each Lender shall be required to deliver promptly notify the Borrower and the Administrative Agent of any documentation such Lender is not legally eligible to deliverchange in circumstances which would modify or render invalid any claimed exemption or reduction.
Appears in 1 contract
Status of Lenders; Tax Documentation. (i) Each Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrowers Borrower Agent and to the Administrative Agent, at the time or times reasonably requested by the Borrowers or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other information reasonably requested by the Borrowers or the Administrative Agent as will permit the Borrowers or the Administrative Agent, as the case may be, to determine (A) whether or not any 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 any payments to be made to such Lender by any Borrower pursuant to this Agreement or otherwise to establish such Lender’s status for withholding Tax purposes in the applicable jurisdiction including, for the avoidance of doubt, such other documentation 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.81 #500021837_v16
(ii) Without limiting the generality of the foregoing,
, in the event that the Borrower is a U.S. Person, (A) any Lender that is a “United States Person” within the meaning of Section 7701(a)(30) of the Code U.S. Person shall deliver to the Borrowers Borrower Agent and the Administrative Agent on or prior to the date on which such Lender Xxxxxx becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of such the Borrower or the Administrative Agent) two ), executed originals copies of IRS Form W-9W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax; and
(B) each any Foreign Lender that shall, to the extent it is legally entitled under the Code or any applicable treaty to an exemption from or reduction of withholding Tax with respect to any payments hereunder or under any other Loan Document shall do so, deliver to the Borrowers Borrower Agent and the Administrative Agent, Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of such the Borrower Agent or the Administrative Agent), two copies of whichever of the following is applicable:
: (I1) executed originals in the case of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, a Foreign Lender claiming eligibility for the benefits of an income tax treaty to which the United States is a party,
party (IIx) with respect to payments of interest under any Loan Document, executed copies of IRS Form W-8BEN-E (or W-8BEN, as applicable) 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-E (or W-8BEN, as applicable) 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 copies of IRS Form W-8ECI,
; (III3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit G-1 I-1 to the effect that such Foreign Lender is not (A) a “"bank” " within the meaning of section Section 881(c)(3)(A) of the Code, (B) a “"10 percent shareholder” " of the Borrowers Borrower within the meaning of section Section 881(c)(3)(B) of the Code, or (C) a “"controlled foreign corporation” " described in section Section 881(c)(3)(C) of the Code and that no interest payments under any Loan Document are effectively connected with such Foreign Lender’s conduct of a United States trade or business (a “"U.S. Tax Compliance Certificate”") and (y) executed originals copies of IRS Form W-8BEN or IRS Form W-8BEN-EE (or W-8BEN, as applicable,
(IV) 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 IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit G-3, 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 not a participating Lender) 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 G-4 on behalf of such direct and indirect partner(s), or
(V) executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal withholding Tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Borrowers or the Administrative Agent to determine the withholding or deduction required to be made.
(iii) Each Lender agrees that if any documentation it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such documentation promptly or promptly notify the Borrowers and the Administrative Agent in writing of its legal ineligibility to do so. Notwithstanding any other provision of this Section 3.01(e), no Lender shall be required to deliver any documentation such Lender is not legally eligible to deliver.82 #500021837_v16
Appears in 1 contract
Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Borrowers Borrower and to the Administrative Agent, at the time or times prescribed by applicable Laws or when reasonably requested by the Borrowers Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other information reasonably requested by the Borrowers or the Administrative Agent as will permit the Borrowers or the Administrative Agent, as the case may be, to determine (A) whether or not any 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 any payments to be made to such Lender by any Borrower pursuant to this Agreement or otherwise to establish such Lender’s status for withholding Tax purposes in the applicable jurisdiction including, for the avoidance of doubt, such other documentation 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.52
(ii) Without limiting the generality of the foregoing,
, if the Borrower is resident for tax purposes in the United States, (A) any Lender that is a “United States Personperson” within the meaning of Section 7701(a)(30) of the Internal Revenue Code shall deliver to the Borrowers Borrower and the Administrative Agent on executed originals of Internal Revenue Service Form W-9 or prior to such other documentation or information prescribed by applicable Laws or reasonably requested by the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of such Borrower or the Administrative Agent) two executed originals of IRS Form W-9Agent certifying that such Lender is exempt from U.S. federal backup withholding; and
(B) each Foreign Lender that is entitled under the Internal Revenue Code or any applicable treaty to an exemption from or reduction of withholding Tax with respect to any payments hereunder or under any other Loan Document shall deliver to the Borrowers Borrower and the Administrative Agent, Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of such the Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), two copies of whichever of the following is applicable:
: (I) executed originals of IRS Internal Revenue Service Form W-8BEN or IRS Form W-8BENW- 8BEN-E, as applicable, claiming eligibility for benefits of an income tax treaty to which the United States is a party,
, (II) executed originals of IRS Internal Revenue Service Form W-8ECI,
, (III) executed originals of Internal Revenue Service Form W-8IMY and all required supporting documentation, (IV) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Internal Revenue Code, (x) a certificate substantially in the form of Exhibit G-1 to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Internal Revenue Code, (B) a “10 percent shareholder” of the Borrowers Borrower within the meaning of section 881(c)(3)(B) of the Internal Revenue Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Internal Revenue Code and that no interest payments under any Loan Document are effectively connected with such Foreign Lender’s conduct of a United States trade or business (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Internal Revenue Service Form W-8BEN or IRS Form W-8BEN-E, as applicable,
(IV) 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 IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit G-3, 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 not a participating Lender) 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 G-4 on behalf of such direct and indirect partner(s), or
(V) 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 duly completed together with such supplementary documentation as may be prescribed by applicable Laws law to permit the Borrowers Borrower or the Administrative Agent to determine the withholding or deduction required to be made.
; and (iiiC) Each if a payment made to a Lender agrees that if under any documentation it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such documentation promptly or promptly notify the Borrowers and the Administrative Agent in writing of its legal ineligibility Loan Document would be subject to do so. Notwithstanding any other provision of this Section 3.01(e), no Lender shall be required to deliver any documentation such Lender is not legally eligible to deliver.53
Appears in 1 contract
Samples: Credit Agreement (Laboratory Corp of America Holdings)
Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Borrowers Borrower and to the Administrative Agent, at the time or times prescribed by applicable Laws or when reasonably requested by the Borrowers Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other information reasonably requested by the Borrowers or the Administrative Agent information as will permit the Borrowers Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not any payments made hereunder or under any other Loan Credit Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such LenderXxxxxx’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of any all payments to be made to such Lender by any the Borrower pursuant to this Credit Agreement or otherwise to establish such Lender’s status for withholding Tax tax purposes in the applicable jurisdiction includingand (D) whether or not payments made hereunder or under any other Credit Document are subject to backup withholding taxes or information reporting requirement. Notwithstanding anything to the contrary in this Section 3.01(e)(i), the completion, execution and submission of such documentation (other than such documentation set forth in Section 3.01(e)(ii)(A), (ii)(B) and (ii)(C) 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 the Borrower is a resident for tax purposes in the avoidance United States:
(A) Any Lender that is a “United States person” within the meaning of doubt, Section 7701(a)(30) of the Internal Revenue Code shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Credit Agreement (and from time to time thereafter upon the request of such Borrower and the 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 the Administrative Agent as will enable the Borrower or the Administrative Agent Agent, as the case may be, to determine whether or not such Lender is subject to backup withholding or information reporting requirements.
(iiB) Without limiting Each Foreign Lender to the generality of the foregoing,
(A) any Lender extent that it is a “United States Person” within the meaning of Section 7701(a)(30) of the Code legally entitled to do so shall deliver to the Borrowers Borrower and the Administrative Agent on or prior to (in such number of copies as shall be requested by the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of such Borrower or the Administrative Agentrecipient) two executed originals of IRS Form W-9; 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 any payments hereunder or under any other Loan Document shall deliver to the Borrowers and the Administrative Agent, on or prior to the date on which such Foreign Lender becomes a Lender under this Credit Agreement (and from time to time thereafter upon the request of such the Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), two copies of whichever of the following is applicable:
(I1) executed originals of IRS Internal Revenue Service Form W-8BEN W-8 BEN or IRS Form W-8BENW-8 BEN-E, as applicable, claiming eligibility for benefits of an income tax treaty to which the United States is a party, with respect to (x) payments of interest under any Credit Document pursuant to the “interest” article of such tax treaty, and (y) any other applicable payments under any Credit Document pursuant to the “business profits” or “other income” article of such tax treaty,
(II2) executed originals of Internal Revenue Service Form W-8 ECI,
(3) to the extent a Foreign Lender is not the beneficial owner, executed originals of Internal Revenue Service Form W-8 IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or W-8BEN-E, a certificate as required under Section 3.01(e)(ii)(B)(4), IRS Form W-8, 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 certificate as required under Section 3.01(e)(ii)(B)(4) on behalf of each such direct and indirect partner,
(III4) in the case of a Foreign 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 G-1 to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Internal Revenue Code, (B) a “10 percent shareholder” of the Borrowers Borrower within the meaning of section 881(c)(3)(B) of the Internal Revenue Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Internal Revenue Code and that no interest payments under any Loan Document are effectively connected with such Foreign Lender’s conduct of a United States trade or business (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Internal Revenue Service Form W-8BEN W-8 BEN or IRS Form W-8BENW-8 BEN-E, as applicable,
(IV) 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 IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit G-3, 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 not a participating Lender) 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 G-4 on behalf of such direct and indirect partner(s), or
(V5) executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal federal withholding Tax tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Borrowers Borrower or the Administrative Agent to determine the withholding or deduction required to be made.
(C) If a payment made to a Lender under any Credit Document would be subject to United States federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Lender shall deliver to the Administrative Agent and the Borrower 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 Internal Revenue 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 Xxxxxx’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (C), “FATCA” shall include any amendments made to FATCA after the Closing Date.
(iii) On or before the date the Administrative Agent becomes a party to this Agreement, the Administrative Agent shall provide to the Borrower, two duly-signed, properly completed copies of the IRS Form W-9 or any successor thereto. At any time thereafter, the Administrative Agent shall provide updated documentation previously provided or a successor form thereto) when any documentation previously delivered has expired or become obsolete or invalid or otherwise upon the reasonable request of the Borrower.
(iv) Each Lender agrees that if any documentation form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such documentation promptly form or certification, provide such successor form, or promptly notify the Borrowers Borrower and the Administrative Agent in writing of its legal ineligibility inability to do so. Notwithstanding
(v) Each Lender shall promptly notify the Borrower and the Administrative Agent of any other provision change in circumstances that would modify or render invalid any claimed exemption or reduction, and take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of this Section 3.01(esuch Lender, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws of any jurisdiction that the Borrower or the Administrative Agent make any withholding or deduction for taxes from amounts payable to such Lender.
(vi) Each of the Credit Parties shall promptly deliver to the Administrative Agent or any Lender, as the Administrative Agent or such Lender shall reasonably request, on or prior to the Closing Date (or such later date on which it first becomes a Credit Party), no Lender shall be 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 Credit Party, as are required to deliver any documentation be furnished by such Lender is not legally eligible or the Administrative Agent under such Laws in connection with any payment by the Administrative Agent or any Lender of Taxes or Other Taxes, or otherwise in connection with the Credit Documents, with respect to deliversuch jurisdiction.
Appears in 1 contract
Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Borrowers Borrower and to the Administrative Agent, at and the time or times Administrative Agent shall deliver to the Borrower, when reasonably requested by the Borrowers Borrower or the Administrative Agent, as the case may be, such properly completed and executed documentation prescribed by applicable Laws Requirements of Law or by the taxing authorities of any jurisdiction and such other information reasonably requested by the Borrowers or the Administrative Agent information as will permit the Borrowers Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not any payments made hereunder or under any other Loan Credit Document are subject to Taxeswithholding, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s or the Administrative Agent’s entitlement to any available exemption from, or reduction of, applicable Taxes withholding in respect of any payments to be made to such Lender or the Administrative Agent by any Borrower an Obligor pursuant to this Agreement or otherwise to establish such Lender’s status for withholding Tax purposes in the applicable jurisdiction including, for the avoidance of doubt, such any other documentation as will enable the Borrower or the Administrative Agent to determine Credit Document and (D) whether or not such Lender or the Administrative Agent is subject to backup withholding or information reporting requirementsrequirements or otherwise to establish such Lender’s or the Administrative Agent’s status for withholding Tax purposes in any applicable jurisdiction.
(ii) Without limiting the generality of the foregoing,
(A) any each Lender that is a “United States Personperson” within the meaning of Section 7701(a)(30) of the Code shall deliver to the Borrowers Borrower and the Administrative Agent (in such number of signed originals as shall be reasonably requested by the recipient), on or prior to the date on which such Lender becomes “United States person” became a Lender under this Agreement (and from time to time thereafter upon the request of such Borrower or the Administrative Agent) two executed originals of Agreement, IRS Form W-9; and
(B) each Foreign Lender that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code that is entitled under the Code or any applicable treaty to an exemption from or reduction of withholding Tax with respect to any payments hereunder or under any other Loan Credit Document shall deliver to the Borrowers Borrower and the Administrative AgentAgent (in such number of signed originals 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 such Borrower or the Administrative Agent)Agreement, two copies of whichever of the following is applicable:
(I) executed originals in the case of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, a Lender claiming eligibility for the benefits of an income tax treaty to which the United States is a party, IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to such tax treaty,
(II) executed originals in the case of a Lender for whom any payments under this Agreement constitute income that is effectively connected with such Lender’s conduct of a trade or business in the United States, IRS Form W-8ECIW-8ECI (or successor thereto),
(III) in the case of a Foreign Lender that is not the beneficial owner of payments made under this Agreement (including a partnership or a participating Lender), (1) IRS Form W-8IMY on behalf of itself and (2) the relevant forms prescribed in clauses (A) and (B) (I), (II), (IV) and (V) of this paragraph (e)(ii) that would be required of each such beneficial owner or partner of such partnership if such beneficial owner or partner were a Lender; provided, however, that if such Lender is a partnership and one or more of its partners are claiming the exemption for portfolio interest under Section 881(c) or 871(h) of the Code, such Lender may provide a Non-Bank Certificate (as described below) on behalf of such partners,
(IV) in the case of a Lender claiming the benefits of the exemption for portfolio interest under section Section 881(c) or 871(h) of the Code, (x) a certificate (substantially in the form of Exhibit G-1 H (a “Non-Bank Certificate”)) to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section Section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the Borrowers Borrower within the meaning of section Section 881(c)(3)(B) of the Code, Code or (C) a “controlled foreign corporation” described in section Section 881(c)(3)(C) of the Code Code, and that no interest payments under any Loan Document are effectively connected with such Foreign Lender’s conduct of a United States U.S. trade or business (a “U.S. Tax Compliance Certificate”) business, and (y) executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable,
(IV) 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 IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit G-3, 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 not a participating Lender) 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 G-4 on behalf of such direct and indirect partner(s), or
(V) executed originals of any other form prescribed by applicable Laws Requirements of Law or such other evidence satisfactory to the Borrower as a basis for claiming any available exemption from or a reduction in United States Federal withholding Tax together with such supplementary documentation as may be prescribed by applicable Laws Requirements of Law to permit the Borrowers Borrower or the Administrative Agent to determine the withholding or deduction required to be made, or
(VI) if a payment made to a Lender 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 applicable Requirements of Law and at such time or times reasonably requested by the Borrower or the Administrative Agent, such documentation prescribed by applicable Requirements of 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 respective obligations under FATCA, to determine whether such Lender has complied with such Lender’s obligations under FATCA or to determine the amount, if any, to deduct and withhold from such payment. Solely for purposes of this clause (VI), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.
(VII) Notwithstanding anything to the contrary in this Section 8.6(e)(ii), in no event will any Lender be required to provide any documentation such Lender is legally ineligible to deliver.
(iii) Each Lender agrees that if and Administrative Agent shall promptly notify the Borrower and the Administrative Agent of any documentation it change in circumstances which would modify or render invalid any previously delivered expires form or becomes obsolete documentation or inaccurate in any respect, it shall update such claimed exemption or reduction and provide updated documentation promptly (or promptly notify the Borrowers Borrower and the Administrative Agent in writing of its legal ineligibility to do so). Notwithstanding Each Lender or Administrative Agent that has previously delivered any other provision documentation required herein shall, upon the reasonable request of the Borrower or the Administrative Agent, deliver to the Borrower and the Administrative Agent additional copies of such form (or successor thereto) on or before the date such form expires or becomes obsolete or promptly notify the Borrower and the Administrative Agent of its legal ineligibility to do so.
(iv) Upon execution of this Section 3.01(e)Agreement, no the Administrative Agent shall deliver to the Borrower an accurate, complete, signed copy of IRS Form W-8IMY certifying in Part I that it is a qualified intermediary and checking the boxes in Part III, Line 14a and Line 14b.
(v) Each Lender shall be required hereby authorizes the Administrative Agent to deliver to the Obligors and to any successor Administrative Agent any documentation provided by such Lender is not legally eligible to deliverthe Administrative Agent pursuant to this Section 8.6(e).
Appears in 1 contract
Samples: Loan Agreement (Royal Gold Inc)
Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Borrowers Borrower and to the Administrative Agent, on or prior to the Effective Date and at the time or times prescribed by applicable Laws or when reasonably requested by the Borrowers Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other information reasonably requested by the Borrowers or the Administrative Agent information as will permit the Borrowers Borrower or the Administrative Agent, as the case may be, to determine determine
(A) whether or not any payments made by the Borrower 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 any all payments to be made to such Lender by any the Borrower pursuant to this Agreement or otherwise to establish such Lender’s status for withholding Tax purposes in the applicable jurisdiction including, for the avoidance of doubt, such other documentation as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirementsjurisdictions.
(ii) Without limiting the generality of the foregoing, if the Borrower is resident for Tax purposes in the United States,
(A) any Lender that is a “United States Person” within the meaning of Section 7701(a)(30) of the Code U.S. Person shall deliver to the Borrowers 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 such the Borrower or the Administrative Agent) two ), executed originals copies of IRS Form W-9; andW-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;
(B) each any Foreign Lender that shall, to the extent it is legally entitled under the Code or any applicable treaty to an exemption from or reduction of withholding Tax with respect to any payments hereunder or under any other Loan Document shall do so, deliver to the Borrowers Borrower and the Administrative Agent, Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of such the Borrower or the Administrative Agent), two copies of whichever of the following is applicable:
(I1) executed originals in the case of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, a Foreign Lender claiming eligibility for the benefits of an income tax treaty to which the United States is a party,party (x) with respect to payments of interest under any Loan 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 Loan 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;
(II2) executed originals copies of IRS Form W-8ECI,
(III3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit G-1 I-1 to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section Section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the Borrowers Borrower within the meaning of section 881(c)(3)(BSection 871(h)(3)(B) of the Code, or (C) a “controlled foreign corporation” as described in section Section 881(c)(3)(C) of the Code and that no interest payments under any Loan Document are effectively connected with such Foreign Lender’s conduct of a United States trade or business (a “U.S. Tax Compliance Certificate”) and (y) executed originals copies of IRS Form W-8BEN or IRS Form W-8BENW 8BEN-E, as applicable,; or
(IV4) to the extent a Foreign Lender is not the beneficial owner, executed originals copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or W-8BEN, IRS Form W-8BENW 8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 I-2 or Exhibit G-3I-3, 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 not a participating Lender) 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 G-4 I-4 on behalf of each such direct and indirect partner(spartner;
(C) any 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 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), or
(V) executed originals copies of any other form prescribed by applicable Laws Law as a basis for claiming exemption from or a reduction in United States Federal U.S. federal withholding Tax Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Laws Law to permit the Borrowers Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and
(D) 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 clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.
(iii) Each Lender (A) agrees that if any documentation form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such documentation promptly form or certification, (B) shall promptly notify the Borrowers Borrower and the Administrative Agent of any change in writing circumstances which would modify or render invalid any claimed exemption or reduction, and (C) 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 legal ineligibility Lending Office) to do so. Notwithstanding avoid any other provision requirement of this Section 3.01(e)applicable Laws of any jurisdiction that the Borrower or the Administrative Agent make any withholding or deduction for Taxes from amounts payable to such Lender.
(iv) The Loan Parties shall promptly deliver to the Administrative Agent or any Lender, no as the Administrative Agent or such Lender shall be reasonably request, on or prior to the Effective Date, 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 the Loan Parties, as are required to deliver any documentation be furnished by such Lender is not legally eligible or the Administrative Agent under such Laws in connection with any payment by the Administrative Agent or any Lender of Taxes or Other Taxes, or otherwise in connection with the Loan Documents, with respect to deliversuch jurisdiction.
Appears in 1 contract
Status of Lenders; Tax Documentation. (i) Each Lender that is a U.S. Person shall deliver to the Borrowers and to the Administrative Agent, at the time or times reasonably requested by the Borrowers or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other information reasonably requested by the Borrowers or the Administrative Agent as will permit the Borrowers or the Administrative Agent, as the case may be, to determine (A) whether or not any 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 any payments to be made to such Lender by any Borrower pursuant to this Agreement or otherwise to establish such Lender’s status for withholding Tax purposes in the applicable jurisdiction including, for the avoidance of doubt, such other documentation 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.
(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 Borrowers and the Administrative Agent on or prior to before the date on which it becomes a party to this Agreement two (2) duly completed and executed originals of United States Internal Revenue Service Form W-9 (or any successor form) certifying that such Lender is exempt from U.S. federal withholding tax.
(ii) Each Foreign Lender agrees that such Lender will deliver to Borrower and the Administrative Agent (or, in the case of a Participant, to the Lender from which the related participation shall have been purchased) two (2) duly completed and executed originals of United States Internal Revenue Service Form X-0 XXX, X-0 ECI and/or W 8 IMY (together with any applicable underlying Internal Revenue Service withholding certificates that may be required) certifying in each case that such Lender is entitled to receive payments from the Borrower under the Loan Documents without deduction or withholding of any United States federal income taxes. Such forms shall be delivered by each Foreign Lender on or before the date it becomes a Lender under party to this Agreement (or, in the case of any Participant, on or before the date such Participant purchases the related participation) and from time to time thereafter upon the request of such Borrower or the Administrative Agent. Each Lender which so delivers a Form X-0 XXX, X-0 ECI or W-8 IMY further undertakes to deliver to Borrower and the Administrative Agent two (2) two additional executed originals of IRS Form W-9; and
such form (Bor a successor form) each Foreign Lender that is entitled under on or before such form expires or becomes obsolete or after the Code occurrence of any event requiring a change in the most recent form so delivered by it and such amendments thereto or any applicable treaty to an exemption from extensions or reduction of withholding Tax with respect to any payments hereunder renewals thereof as may be reasonably requested by Borrower or under any other Loan Document shall deliver to the Borrowers and the Administrative Agent, in each case, certifying that such Lender is entitled to receive payments from Borrower under the Loan Documents without deduction or withholding of any United States federal income taxes, unless (A) an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and (B) such Lender advises Borrower and the Administrative Agent that it is not capable of receiving such payments without any deduction or withholding of United States federal income tax. Any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to 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 Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of such Borrower or the Administrative Agent), two copies of whichever of the following is applicable:
(I) executed originals of IRS Form W-8BEN any other form prescribed by applicable law as a basis for claiming exemption from or IRS Form W-8BEN-E, as applicable, claiming eligibility for benefits of an income tax treaty to which the a reduction in United States is a party,federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit Borrower or the Administrative Agent to determine the withholding or deduction required to be made.
(IIiii) executed originals of IRS Form W-8ECI,
(III) in In addition to the case of a applicable United States Internal Revenue Service Forms required to be delivered pursuant to Section 2.14(e)(ii), each Foreign Lender claiming the benefits of the exemption for portfolio interest under section Section 881(c) of the Code, (x) Code shall deliver a certificate substantially in the form of Exhibit G-1 to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section Section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the Borrowers Borrower within the meaning of section Section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in section Section 881(c)(3)(C) of the Code and that no interest payments Code.
(iv) If a payment made to a Lender or the Administrative Agent under any Loan Document are effectively connected with such Foreign Lender’s conduct of a would be subject to United States trade or business (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable,
(IV) 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 IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit G-3, 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 not a participating Lender) 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 G-4 on behalf of such direct and indirect partner(s), or
(V) executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal federal withholding Tax together with imposed by FATCA if such supplementary documentation as may be prescribed by applicable Laws to permit the Borrowers Lender or the Administrative Agent were to determine fail to comply with the withholding applicable reporting requirements of FATCA (including those contained in Section 1471(b) or deduction required 1472(b) of the Code, as applicable), such Lender or the Administrative Agent shall deliver to be made.
(iii) Each Lender agrees that if any documentation it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such documentation promptly or promptly notify the Borrowers Borrower and the Administrative Agent in writing at the time or times prescribed by law and at such time or times reasonably requested by Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of its legal ineligibility the Code) and such additional documentation reasonably requested by Borrower or the Administrative Agent as may be necessary for Borrower and the Administrative Agent to do socomply with their obligations under FATCA and to determine that such Lender or the Administrative Agent has complied with the obligations of such Lender or the Administrative Agent under FATCA or to determine the amount to deduct and withhold from such payment. Notwithstanding any other provision Solely for purposes of this Section 3.01(e2.14(e)(iv), no Lender “FATCA” shall be required include any amendments made to deliver any documentation such Lender is not legally eligible to deliverFATCA after the date of this Agreement.
Appears in 1 contract
Samples: Credit Agreement (Apache Corp)
Status of Lenders; Tax Documentation. (i) Each Lender and each L/C Issuer shall deliver to the Borrowers Borrower and to the Administrative Agent, on or prior to the Closing Date (or, in the case of an assignee, on or prior to the date of such assignment) at the time or times prescribed by applicable Laws and when reasonably requested by the Borrowers Borrower or the Administrative AgentAgent (or, in the case of an assignee thereof, on or prior to the date of such assignment), such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other information reasonably requested by the Borrowers or the Administrative Agent information as will permit the Borrowers Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not any payments made hereunder or under any other Loan Document are subject to Indemnified Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s or such L/C Issuer’s entitlement to any available exemption from, or reduction of, applicable Indemnified Taxes in respect of any all payments to be made to such Lender Person by any the Borrower pursuant to this Agreement or otherwise to establish such LenderPerson’s status for withholding Tax tax purposes in the applicable jurisdiction includingjurisdiction.
(ii) Without limiting the generality of the foregoing, if the Borrower is resident for tax purposes in the avoidance United States,
(A) any Lender that is a “United States person” within the meaning of doubt, Section 7701(a)(30) of the Code shall deliver to the Borrower and the 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 the Administrative Agent as will enable the Borrower or the Administrative Agent Agent, as the case may be, to determine whether or not such Lender is subject to backup withholding or information reporting requirements.
(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 Borrowers 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 request of such Borrower or the Administrative Agent) two executed originals of IRS Form W-9; and
(B) each Foreign Lender that is entitled under the Code Code, the applicable Treasury Regulations or any applicable treaty to an exemption from or reduction of withholding Tax tax with respect to any payments hereunder or under any other Loan Document shall deliver to the Borrowers Borrower and the Administrative Agent, Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of such the Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), two copies of whichever of the following is applicable:
(I) executed originals of IRS Internal Revenue Service Form W-8BEN or IRS Form W-8BEN-E, as applicable, claiming eligibility for benefits of an income tax treaty to which the United States is a party,
(II) executed originals of IRS Internal Revenue Service Form W-8ECI,
(III) executed originals of Internal Revenue Service Form W-8IMY and all required withholding statements, certificates and other supporting documentation,
(IV) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit G-1 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 Borrowers 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 that no interest payments under any Loan Document are effectively connected with such Foreign Lender’s conduct of a United States trade or business (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN or IRS Internal Revenue Service Form W-8BEN-E, as applicable,
(IV) 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 IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit G-3, 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 not a participating Lender) 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 G-4 on behalf of such direct and indirect partner(s), or
(V) executed originals of any other form or documentation prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal withholding Tax tax together with such supplementary statements, certificates or other documentation as may be prescribed by applicable Laws to permit the Borrowers Borrower or the Administrative Agent to determine the withholding or deduction required to be made.
(iii) Each Lender agrees that if any documentation it previously delivered expires or becomes obsolete or inaccurate in any respect, it and each L/C Issuer shall update such documentation promptly or promptly (A) notify the Borrowers Borrower and the Administrative Agent of any change in writing circumstances which would modify or render invalid any claimed exemption or reduction, 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 legal ineligibility Lending Office) to do so. Notwithstanding avoid any other provision requirement of this Section 3.01(e), no Lender shall be required applicable Laws of any jurisdiction that the Borrower or the Administrative Agent make any withholding or deduction for taxes from amounts payable to deliver any documentation such Lender is not legally eligible to deliverLender.
Appears in 1 contract
Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Borrowers Borrowers, to Intermediate Holdings, to Holdings and to the Administrative Agent, at the time or times prescribed by applicable Laws, whenever a lapse in time or change in circumstances renders previously delivered documentation obsolete or inaccurate in any material respect or when reasonably requested by the Borrowers Borrowers, Intermediate Holdings, Holdings or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other information reasonably requested by the Borrowers or the Administrative Agent information as will permit the Borrowers Borrowers, Intermediate Holdings, Holdings or the Administrative Agent, as the case may be, to determine (A) whether or not any 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 any all payments to be made to such Lender by any Borrower the Borrowers, Intermediate Holdings or Holdings, as the case may be, pursuant to this Agreement or otherwise to establish such Lender’s status for withholding Tax tax purposes in the applicable jurisdiction including, for the avoidance of doubt, such other documentation as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirementsjurisdiction.
(ii) Without limiting the generality of the foregoing,
(A) any Lender that is a “United States Personperson” within the meaning of Section 7701(a)(30) of the Code shall deliver to the Borrowers Borrowers, Intermediate Holdings, Holdings and the Administrative Agent on executed originals of Internal Revenue Service Form W-9 or prior to such other documentation or information prescribed by applicable Laws or reasonably requested by the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon Borrowers, Intermediate Holdings, Holdings or the request of such Borrower Administrative Agent as will enable the Borrower, Intermediate Holdings, Holdings or the Administrative Agent) two executed originals of IRS Form W-9, 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 tax with respect to any payments hereunder or under any other Loan Document shall deliver to the Borrowers Borrowers, Intermediate Holdings, Holdings and the Administrative Agent, Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of such Borrower the Borrowers, Intermediate Holdings, Holdings or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), two copies of whichever of the following is applicable:
(I) executed originals of IRS Internal Revenue Service Form W-8BEN or IRS Form W-8BEN-E, as applicable, claiming eligibility for benefits of an income tax treaty to which the United States is a party,
, (II) executed originals of IRS Internal Revenue Service 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 G-1 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 Borrowers 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 that no interest payments under any Loan Document are effectively connected with such Foreign Lender’s conduct of a United States trade or business (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable,
(IV) 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 IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit G-3, 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 not a participating Lender) 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 G-4 on behalf of such direct and indirect partner(s), or
(V) executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal withholding Tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Borrowers or the Administrative Agent to determine the withholding or deduction required to be made.
(iii) Each Lender agrees that if any documentation it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such documentation promptly or promptly notify the Borrowers and the Administrative Agent in writing of its legal ineligibility to do so. Notwithstanding any other provision of this Section 3.01(e), no Lender shall be required to deliver any documentation such Lender is not legally eligible to deliver.
Appears in 1 contract
Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Borrowers Borrower and to the Administrative Agent, at the time or times prescribed by applicable Laws or when reasonably requested by the Borrowers Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other information reasonably requested by the Borrowers or the Administrative Agent information as will permit the Borrowers Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not any 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 any all payments to be made to such Lender by any the Borrower pursuant to this Agreement or otherwise to establish such Lender’s status for withholding Tax tax purposes in the applicable jurisdiction includingjurisdiction. Notwithstanding anything to the contrary in this subsection (e), the completion, execution and submission of such documentation (other than any Internal Revenue Service Form W-9, W-8BEN, W-8BEN-E, W-8ECI or W-8IMY described in clause (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 the Borrower is a resident for tax purposes in the avoidance United States
(A) any Lender that is a “United States person” within the meaning of doubt, Section 7701(a)(30) of the Internal Revenue Code shall deliver to the Borrower and the 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 the Administrative Agent as will enable the Borrower or the Administrative Agent Agent, as the case may be, to determine whether or not such Lender is subject to backup withholding or information reporting requirements.
(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 Borrowers 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 request of such Borrower or the Administrative Agent) two executed originals of IRS Form W-9; and
(B) each Foreign Lender that is entitled under the Internal Revenue Code or any applicable treaty to an exemption from or reduction of withholding Tax tax with respect to any payments hereunder or under any other Loan Document shall deliver to the Borrowers Borrower and the Administrative Agent, Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of such the Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), two copies of whichever of the following is applicable:
(I) executed originals of IRS Internal Revenue Service Form W-8BEN or IRS Form W-8BEN-E, as applicable, E claiming eligibility for benefits of an income tax treaty to which the United States is a party,, 4839-9354-3409 v.6
(II) executed originals of IRS Internal Revenue Service 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 G-1 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 Borrowers 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 that no interest payments under any Loan Document are effectively connected with such Foreign Lender’s conduct of a United States trade or business (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Internal Revenue Service Form W-8BEN or IRS Form W-8BEN-E, as applicableW-8IMY and all required supporting documentation,
(IV) 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 IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit G-3, 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 not a participating Lender) 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 G-4 on behalf of such direct and indirect partner(s), or
(V) executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal withholding Tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Borrowers or the Administrative Agent to determine the withholding or deduction required to be made.
(iii) Each Lender agrees that if any documentation it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such documentation promptly or promptly notify the Borrowers and the Administrative Agent in writing of its legal ineligibility to do so. Notwithstanding any other provision of this Section 3.01(e), no Lender shall be required to deliver any documentation such Lender is not legally eligible to deliver.
Appears in 1 contract
Samples: September Maturity Credit Agreement (Tennessee Valley Authority)
Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Borrowers Borrower and to the Administrative Agent, on or prior to the date on which such Lender becomes a Lender under this Agreement (and at the time or times prescribed by applicable Laws, when any such form or certification expires or becomes obsolete, upon the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this Section 3.01(e) or when reasonably requested by the Borrowers Borrower or the Administrative Agent), such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other information reasonably requested by the Borrowers or the Administrative Agent information as will permit the Borrowers Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not any 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 any all payments to be made to such Lender by any the Borrower pursuant to this Agreement or otherwise to establish such Lender’s status for withholding Tax tax purposes in the applicable jurisdiction includingjurisdiction.
(ii) Without limiting the generality of the foregoing, as long as the Borrower is resident for tax purposes in the avoidance United States:
(A) Any Lender that is a “United States person” within the meaning of doubt, Section 7701(a)(30) of the Code shall deliver to each of the Borrower and the Administrative Agent two properly completed 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 the Administrative Agent as will enable the Borrower or the Administrative Agent Agent, as the case may be, to determine whether or not such Lender is subject to backup withholding or information reporting requirements.; and
(iiB) Without limiting the generality of the foregoing,
(A) any Each Lender that is not a “United States Personperson” within the meaning of Section 7701(a)(30) of the Code shall deliver to the Borrowers 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 request of such Borrower or the Administrative Agent) two executed originals of IRS Form W-9; and
(B) each Foreign Lender that is entitled under the Code or any applicable treaty to an exemption from or reduction of withholding Tax tax with respect to any payments hereunder or under any other Loan Document shall deliver to each of the Borrowers Borrower and the Administrative Agent, on or prior Agent (but only if such Lender is legally entitled to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of such Borrower or the Administrative Agent), do so) two copies properly completed executed originals of whichever of the following is applicable:
(I) executed originals of IRS Internal Revenue Service Form W-8BEN or IRS Form W-8BEN-E, as applicable, claiming eligibility for benefits of an income tax treaty to which the United States is a party,
(II) executed originals of IRS Internal Revenue Service Form W-8ECI,
(III) Internal Revenue Service Form W-8IMY and all required supporting documentation;
(IV) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit G-1 to the effect that such Foreign Lender is not (A) a “bank” within the meaning of described in section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the Borrowers 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 that no interest payments under any Loan Document are effectively connected with such Foreign Lender’s conduct of a United States trade or business (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN or IRS Internal Revenue Service Form W-8BEN-E, as applicable,
(IV) 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 IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit G-3, 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 not a participating Lender) 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 G-4 on behalf of such direct and indirect partner(s), or
(V) 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 tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Borrowers Borrower or the Administrative Agent to determine the withholding or deduction required to be made.
(iii) Each Lender agrees that if any documentation it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such documentation promptly or promptly (A) notify the Borrowers Borrower and the Administrative Agent of any change in writing circumstances which would modify or render invalid any claimed exemption or reduction, 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 legal ineligibility Lending Office) to do so. Notwithstanding avoid any other provision requirement of this Section 3.01(e), no Lender shall be required applicable Laws of any jurisdiction that the Borrower or the Administrative Agent make any withholding or deduction for taxes from amounts payable to deliver any documentation such Lender is not legally eligible to deliverLender.
Appears in 1 contract
Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Borrowers and to the Administrative Agent, at the time or times reasonably requested by the Borrowers or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other information reasonably requested by the Borrowers or the Administrative Agent as will permit the Borrowers or the Administrative Agent, as the case may be, to determine (A) whether or not any 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 any payments to be made to such Lender by any Borrower pursuant to this Agreement or otherwise to establish such Lender’s status for withholding Tax purposes in the applicable jurisdiction including, for the avoidance of doubt, such other documentation 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.
(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 Borrowers 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 request of such Borrower or the Administrative Agent) two executed originals of IRS Form W-9; and
(B) and 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 any payments hereunder or under any other Loan Document shall deliver to the Borrowers and the Administrative Agent, 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 such Borrower or the Administrative Agent), two copies of whichever of the following is applicable:
(I) : executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, claiming eligibility for benefits of an income tax treaty to which the United States is a party,
(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 G-1 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 Borrowers 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 that no interest payments under any Loan Document are effectively connected with such Foreign Lender’s conduct of a United States trade or business (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable,
(IV) , 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 IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit G-3, 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 not a participating Lender) 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 G-4 on behalf of such direct and indirect partner(s), or
(V) or executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal withholding Tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Borrowers or the Administrative Agent to determine the withholding or deduction required to be made.
(iii) . Each Lender agrees that if any documentation it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such documentation promptly or promptly notify the Borrowers and the Administrative Agent in writing of its legal ineligibility to do so. Notwithstanding any other provision of this Section 3.01(e), no Lender shall be required to deliver any documentation such Lender is not legally eligible to deliver.
Appears in 1 contract
Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Borrowers Borrower and to the Administrative Agent, at the time or times reasonably requested by the Borrowers Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other information reasonably requested by the Borrowers Borrower or the Administrative Agent as will permit the Borrowers Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not any 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 any payments to be made to such Lender by any the Borrower pursuant to this Agreement or otherwise to establish such Lender’s status for withholding Tax tax purposes in the applicable jurisdiction includingjurisdiction. Each such Lender shall, for whenever a lapse in time or change in circumstances renders any such documentation (including any specific documentation required below in this Section 3.01(e)) obsolete, expired or inaccurate in any respect, deliver promptly to the avoidance of doubt, such Borrower and the Administrative Agent updated or other appropriate documentation as will enable (including any new documentation reasonably requested by the Borrower or the Administrative Agent) or promptly notify the Borrower and the Administrative Agent in writing of its legal ineligibility to determine whether or not such Lender is subject to backup withholding or information reporting requirementsdo so.
(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 Borrowers 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 request of such Borrower or the Administrative Agent) two executed originals of IRS Form W-9W-9 (or any successor form) certifying that such Lender is exempt from U.S. federal backup withholding; and
(B) each Foreign Lender that is entitled under the Code or any applicable treaty to an exemption from or reduction of withholding Tax tax with respect to any payments hereunder or under any other Loan Document shall deliver to the Borrowers Borrower and the Administrative Agent, 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 such the Borrower or the Administrative Agent), two copies of whichever of the following is applicable:
(I) executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, E (or any successor form) claiming eligibility for benefits of an income tax treaty to which the United States is a party,
(II) executed originals of IRS Form W-8ECIW-8ECI (or any successor form),
(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 G-1 F 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 Borrowers 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 that no interest payments under any Loan Document are effectively connected with such Foreign Lender’s conduct of a United States trade or business (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicableE (or any successor form),
(IV) to the extent a Foreign Lender is not the beneficial owner, executed originals of IRS Form W-8IMYW-8IMY (or any successor form), accompanied by IRS Form W-8ECI, IRS Form W-8BEN or IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit G-3Certificate, 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 not a participating Lender) 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 G-4 on behalf of such direct and indirect partner(s)partners, or
(V) executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal federal withholding Tax tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Borrowers Borrower or the Administrative Agent to determine the withholding or deduction required to be made.
(iii) Each Lender agrees that if any documentation it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such documentation promptly or promptly notify the Borrowers and the Administrative Agent in writing of its legal ineligibility to do so. Notwithstanding any other provision of this Section 3.01(e), no a Lender shall not be required to deliver any documentation that such Lender is not legally eligible to deliver.
Appears in 1 contract
Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Borrowers Borrower and to the Administrative Agent, at the time or times prescribed by applicable Laws or when reasonably requested by the Borrowers Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other information reasonably requested by the Borrowers or the Administrative Agent as will permit the Borrowers or the Administrative Agent, as the case may be, information that would entitle such Lender to determine (A) whether or not any 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 an exemption from, or reduction of, applicable Taxes in respect of any all payments to be made to such Lender by any Borrower pursuant to this Agreement or otherwise to establish such Lender’s status for withholding Tax tax purposes in the applicable jurisdiction includingjurisdiction; provided, for the avoidance of doubthowever, such other documentation as will enable the Borrower or the Administrative Agent to determine whether or not that such Lender is subject legally entitled to backup withholding complete, execute and deliver such documentation and in such Lender’s reasonable judgment such completion, execution or information reporting requirementssubmission would not materially prejudice the legal position of such Lender.
(ii) Without limiting the generality of the foregoing,
(A) any Lender that is a “United States Person” within the meaning of Section 7701(a)(30) of the Code shall deliver to the Borrowers 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 request of such Borrower or the Administrative Agent) two executed originals of IRS Form W-9; and
(B) each Each Foreign Lender that is entitled under the Code or any applicable treaty to an exemption from or reduction of withholding Tax tax with respect to any payments hereunder or under any other Loan Document shall deliver to Borrower and Agent (in such number of copies as shall be reasonably requested by the Borrowers and the Administrative Agent, 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 such Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), two copies of whichever of the following is applicable:
(I) executed originals of IRS Internal Revenue Service Form W-8BEN or IRS Form W-8BEN-E, as applicable, claiming eligibility for benefits of an income tax treaty to which the United States is a party,
(II) executed originals of IRS Internal Revenue Service Form W-8ECI,
(III) executed originals of Internal Revenue Service Form W-8IMY and all required supporting documentation,
(IV) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit G-1 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 Borrowers 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 that no interest payments under any Loan Document are effectively connected with such Foreign Lender’s conduct of a United States trade or business (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN or IRS Internal Revenue Service Form W-8BEN-E, as applicable,
(IV) 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 IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit G-3, 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 not a participating Lender) 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 G-4 on behalf of such direct and indirect partner(s), or
(V) 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 tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Borrowers Borrower or the Administrative Agent to determine the withholding or deduction required to be made.
(iii) Each Lender agrees that if shall promptly (A) notify Borrower and Agent of any documentation it previously delivered expires change in circumstances which would modify or becomes obsolete render invalid any claimed exemption or inaccurate reduction, and (B) take such steps as shall not be materially disadvantageous to it, in any respectthe reasonable judgment of such Lender, it shall update such documentation promptly or promptly notify and as may be reasonably necessary (including the Borrowers and the Administrative Agent in writing re-designation of its legal ineligibility Lending Office) to do so. Notwithstanding avoid any other provision requirement of this Section 3.01(e), no Lender shall be required applicable Laws of any jurisdiction that Borrower or Agent make any withholding or deduction for taxes from amounts payable to deliver any documentation such Lender is not legally eligible to deliverLender.
Appears in 1 contract
Samples: Credit Agreement (Quidel Corp /De/)
Status of Lenders; Tax Documentation. (i) Each Lender and the Administrative Agent shall deliver to the Borrowers Borrower and to the Administrative Agent, on or before the date on which it becomes a party to this Agreement, whenever a lapse in time or change in circumstances of such Person renders such documentation obsolete or inaccurate, at the time or times prescribed by applicable Laws or when reasonably requested by the Borrowers Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other information reasonably requested by the Borrowers or the Administrative Agent information as will permit the Borrowers Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not any 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 LenderPerson’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of any all payments to be made to such Lender Person by any the Borrower pursuant to this Agreement or otherwise to establish such LenderPerson’s status for withholding Tax purposes in the applicable jurisdiction including, for the avoidance of doubt, such other documentation 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.jurisdiction
(ii) Without limiting the generality of the foregoing,
(A) any Lender or Administrative Agent that is a “United States Personperson” within the meaning of Section 7701(a)(30) of the Code shall deliver to the Borrowers Borrower and the Administrative Agent on two properly completed and duly executed originals of Internal Revenue Service Form W-9 (or prior to any successor form) and/or such other documentation or information prescribed by applicable Laws or reasonably requested by the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of such Borrower or the Administrative Agent) two executed originals of IRS Form W-9Agent certifying to such Person’s exemption from United States federal backup withholding; and
(B) each Foreign Lender that is entitled under the Code or any applicable treaty to an exemption from or reduction of withholding Tax tax with respect to any payments hereunder or under any other Loan Document shall deliver to the Borrowers Borrower and the Administrative Agent, Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of such the Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), two copies of whichever of the following is applicable:
(I1) two properly completed and duly executed originals of IRS Internal Revenue Service Form W-8BEN or IRS Internal Revenue Service Form W-8BEN-E, as applicable, E (or any successor form) claiming eligibility for benefits of an income tax treaty to which the United States is a party,
(II2) two properly completed and duly executed originals of IRS Internal Revenue Service Form W-8ECIW-8ECI (or any successor form),
(III3) to the extent a Foreign Lender is not the beneficial owner, executed copies of Internal Revenue Service Form W-8IMY, accompanied by Internal Revenue Service Form W-8ECI, Internal Revenue Service Form W-8BEN, Internal Revenue Service Form W-8BEN-E or Internal Revenue Service Form W-9, and/or other certification documents from each beneficial owner; 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 certificate described in Section 3.01(e)(ii)(B)(4) on behalf of each such direct and indirect partner as applicable,
(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 substantially in the form of Exhibit G-1 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 Borrowers 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 that no interest payments under any Loan Document are effectively connected with such Foreign Lender’s conduct of a United States trade or business (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Internal Revenue Service Form W-8BEN or IRS Internal Revenue Service Form W-8BEN-E, as applicable,
(IV) 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 IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit G-3, 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 not a participating Lender) 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 G-4 on behalf of such direct and indirect partner(s), or
(V5) properly completed and duly 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 tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Borrowers Borrower or the Administrative Agent to determine the withholding or deduction required to be made.
(iii) Each Lender and Administrative Agent shall promptly (A) notify the Borrower and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (B) deliver to the Borrower and the Administrative Agent properly completed and updated and duly executed originals of any previously delivered form or certification (or any applicable successor form) on or before the date that any such form of certification expires or becomes obsolete or inaccurate and promptly after the occurrence of any event requiring a change in the most recent form previously delivered by it to the Borrower or the Administrative Agent unless such Person is not legally entitled to deliver such forms or certifications. Each Lender shall take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Person, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws of any jurisdiction that the Borrower or the Administrative Agent make any withholding or deduction for Taxes from amounts payable to such Lender; and
(iv) 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 Xxxxxx’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (iv), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. Each Lender agrees that if any documentation form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such documentation promptly form or certification or promptly notify the Borrowers Borrower and the Administrative Agent in writing of its legal ineligibility inability to do so. Notwithstanding any other provision of this Section 3.01(e), no Lender shall be required to deliver any documentation such Lender is not legally eligible to deliver.
Appears in 1 contract
Samples: Revolving Credit Agreement (TJX Companies Inc /De/)
Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Borrowers Borrower and to the Administrative Agent, at the time or times prescribed by applicable Laws or when reasonably requested by the Borrowers Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other information reasonably requested by the Borrowers or the Administrative Agent information as will permit the Borrowers Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not any 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 any all payments to be made to such Lender by any the Borrower or the Administrative Agent pursuant to this Agreement or otherwise to establish such Lender’s status for withholding Tax tax purposes in the applicable jurisdiction including, for the avoidance of doubt, such other documentation as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirementsjurisdiction.
(ii) Without limiting the generality of the foregoing, if the Borrower is resident for tax purposes in the United States,
(A) any Lender that is a “United States Personperson” within the meaning of Section 7701(a)(30) of the Code CodeU.S. Person shall deliver to the Borrowers Borrower and the Administrative Agent on executed originals of Internal Revenue ServiceIRS Form W-9 or prior to such other documentation or information prescribed by applicable Laws or reasonably requested by the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of such Borrower or the Administrative Agent) two executed originals of IRS Form W-9, certifying that such Lender is exempt from backup withholding; 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 any payments hereunder or under any other Loan Document shall deliver to the Borrowers Borrower and the Administrative Agent, Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of such the Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), two copies of whichever of the following is applicable:
(I) executed originals of IRS Internal Revenue ServiceIRS Form W-8BEN or IRS Form W-8BEN-EE claiming, as to the extent applicable, claiming eligibility for benefits of an income tax treaty to which the United States is a party,
(II) executed originals of IRS Internal Revenue ServiceIRS Form W-8ECI,
(III) executed originals of Internal Revenue ServiceIRS Form W-8IMY and all required supporting documentation,
(IV) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section sectionSection 881(c) of the Code, (x) a certificate substantially in the form of Exhibit G-1 H-1 to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section sectionSection 881(c)(3)(A) of the Code, (B) a “10 10-percent shareholder” of the Borrowers Borrower within the meaning of section 881(c)(3)(B881Section 871(ch)(3)(B) of the Code, or (C) a “controlled foreign corporation” related to the Borrower, as described in section sectionSection 881(c)(3)(C) of the Code and that no interest payments under any Loan Document are effectively connected with such Foreign Lender’s conduct of a United States trade or business (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Internal Revenue ServiceIRS Form W-8BEN or IRS Form W-8BEN-E, as applicable,or
(IVV) to the extent a Foreign Lender is not the beneficial owner, executed originals copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or W-8BEN, IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 H-2 or Exhibit G-3H-3, 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 not a participating Lender) 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 G-4 H-4 on behalf of each such direct and indirect partner(s)partner, or
(VI) (V) executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal Federalfederal withholding Tax tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Borrowers Borrower or the Administrative Agent to determine the withholding or deduction required to be mademade or to comply with their obligations under FATCA.
(iii) Each Lender agrees that if any documentation it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such documentation promptly or promptly (A) notify the Borrowers Borrower and the Administrative Agent of any change in writing circumstances which would modify or render invalid any claimed exemption or reduction or any form or certification previously delivered to the Borrower or the Administrative Agent, 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 legal ineligibility Lending Office) to do so. avoid any requirement of applicable Laws of any jurisdiction that the Borrower or the Administrative Agent make any withholding or deduction for taxes from amounts payable to such Lender.
(iv) Notwithstanding any other provision of this Section 3.01(e)3.01, no a Lender shall not be required to deliver any documentation form pursuant to this Section 3.01 that such Lender is not legally eligible to deliver.
(v) Each Lender authorizes the Administrative Agent to deliver to the Loan Parties and to any successor Administrative Agent any documentation provided by such Lxxxxx to the Administrative Agent pursuant to this Section 3.01(e).
Appears in 1 contract
Samples: Credit Agreement (Aar Corp)
Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Borrowers US Borrower and to the Administrative Agent, at the time or times prescribed by applicable Laws or when reasonably requested by the Borrowers US Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other information reasonably requested by the Borrowers or the Administrative Agent information as will permit the Borrowers US Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not any payments made by a Borrower 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 any all payments to be made to such Lender by the applicable Borrower hereunder or under any Borrower pursuant other Loan Document to this Agreement such Lender or otherwise to establish such Lender’s status for withholding Tax tax purposes in the applicable jurisdiction including, for the avoidance of doubt, such other documentation as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirementsjurisdictions.
(ii) Without limiting the generality of the foregoing, if the US Borrower is resident for tax purposes in the United States,
(A) any US Lender that is a “United States Personperson” within the meaning of Section 7701(a)(30) of the Code shall deliver to the Borrowers US Borrower and the 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 US Borrower on behalf of the US Borrower or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon Administrative Agent as will enable the request of such US Borrower or the Administrative Agent) two executed originals of IRS Form W-9, as the case may be, to determine whether or not such US Lender is subject to backup withholding or information reporting requirements; and
(B) each Foreign Lender that that, with respect to the US Borrower, is entitled under the Code or any applicable treaty to an exemption from or reduction of withholding Tax tax with respect to any payments hereunder or under any other Loan Document shall deliver to the Borrowers US Borrower and the Administrative Agent, Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a US Lender under this Agreement (and from time to time thereafter upon the request of such the US Borrower on behalf of the US Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), two copies of whichever of the following is applicable:
(I) executed originals of IRS Internal Revenue Service Form W-8BEN or IRS Form W-8BEN-E, as applicable, claiming eligibility for benefits of an income tax treaty to which the United States is a party,
(II) executed originals of IRS Internal Revenue Service Form W-8ECI,
(III) executed originals of Internal Revenue Service Form W-8IMY and all required supporting documentation,
(IV) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit G-1 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 Borrowers US 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 that no interest payments under any Loan Document are effectively connected with such Foreign Lender’s conduct of a United States trade or business (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN or IRS Internal Revenue Service Form W-8BEN-E, as applicable,
(IV) 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 IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit G-3, 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 not a participating Lender) 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 G-4 on behalf of such direct and indirect partner(s), or
(V) 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 tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Borrowers US Borrower or the Administrative Agent to determine the withholding or deduction required to be made.
(iii) Each Lender agrees that if any documentation it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such documentation promptly or promptly (A) notify the Borrowers US Borrower and the Administrative Agent of any change in writing circumstances which would modify or render invalid any claimed exemption or reduction, 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 legal ineligibility Lending Office) to do so. Notwithstanding avoid any other provision requirement of this Section 3.01(e)applicable Laws of any jurisdiction that the applicable Borrower or the Administrative Agent make any withholding or deduction for taxes from amounts payable to such Lender.
(iv) The US Borrower shall promptly deliver to the Administrative Agent or any US Lender, no as the Administrative Agent or such US Lender shall be reasonably request, on or prior to the Closing Date, 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 the US Borrower, as are required to deliver be furnished by such US Lender or the Administrative Agent under such Laws in connection with any documentation payment by the Administrative Agent or any US Lender of Taxes or Other Taxes, or otherwise in connection with the Loan Documents, with respect to such Lender is not legally eligible to deliverjurisdiction.
Appears in 1 contract
Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Borrowers Borrower and to the Administrative Agent, at the time or times reasonably requested by the Borrowers Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other information reasonably requested by the Borrowers or the Administrative Agent information as will permit the Borrowers Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not any payments made hereunder or under any other Loan Document are subject to Taxeswithholding or reduction of any Taxes (including FATCA), (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 any payments to be made to such Lender by any the Borrower pursuant to this Agreement or otherwise to establish such Lender’s status for withholding Tax tax purposes in the applicable jurisdiction includingjurisdiction. Each Lender shall, for whenever a lapse or time or change in circumstances renders such documentation (including any specific documents required below in Section 3.01(e)(ii)) obsolete, expired or inaccurate in any material respect, deliver promptly to the avoidance of doubt, such Borrower and the Administrative Agent updated or other appropriate documentation as will enable (including any new documentation reasonably requested by the Borrower or the Administrative Agent) or promptly notify the Borrower and the Administrative Agent in writing of its inability to determine whether or not such Lender is subject to backup withholding or information reporting requirementsdo so.
(ii) Without limiting the generality of the foregoing,:
(A) any Lender that is a “United States Personperson” within the meaning of Section 7701(a)(30) of the Code shall deliver to the Borrowers Borrower and the Administrative Agent on or prior to before the date on which it becomes party to this agreement, two duly executed, properly completed originals of Internal Revenue Service Form W-9 certifying that such Lender becomes a Lender under this Agreement (and is exempt from time to time thereafter upon the request of such Borrower or the Administrative Agent) two executed originals of IRS Form W-9U.S. federal backup withholding; and
(B) each Foreign Lender that is entitled under the Code or any applicable treaty to an exemption from or reduction of withholding Tax tax with respect to any payments hereunder or under any other Loan Document shall deliver to the Borrowers Borrower and the Administrative Agent, Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of such Borrower or the Administrative Agent)Agreement, two copies of whichever of the following is applicable:
(I) executed duly executed, properly completed originals of IRS Internal Revenue Service Form W-8BEN or IRS Form W-8BEN-E, as applicable, any successor thereto claiming eligibility for benefits of an income tax treaty to which the United States is a party,
(II) executed duly executed, properly completed originals of IRS Internal Revenue Service Form W-8ECIW-8ECI or any successor thereto,
(III) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 871(h) or 881(c) of the Code, (x) a properly completed and duly signed certificate substantially in the form of Exhibit G-1 to the effect that O (any such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Codecertificate, (B) a “10 percent shareholder” of the Borrowers 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 that no interest payments under any Loan Document are effectively connected with such Foreign Lender’s conduct of a United States trade or business (a “U.S. Tax Compliance Certificate”) and (y) executed duly executed, properly completed originals of IRS Internal Revenue Service Form W-8BEN or IRS Form W-8BEN-E, as applicableany successor thereto,
(IV) to the extent a Foreign Lender is not the beneficial ownerowner (for example, executed where the Foreign Lender is a partnership or a participating Lender), duly executed, properly completed originals of IRS Internal Revenue Service Form W-8IMY or any successor thereto of the Foreign Lender, accompanied by an Internal Revenue Service Form W-9, Form W-8ECI, Form W-8BEN, U.S. Tax Compliance Certificate, Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 any other required information (or Exhibit G-3, IRS Form W-9, and/or other certification documents any successor forms) from each beneficial ownerowner that would be required under this Section 3.01(e) if such beneficial owner were a Lender, as applicable; applicable (provided that that, if the Foreign Lender is a partnership for U.S. federal income tax purposes (and not a participating participant Lender) ), and one or more direct or indirect partners of such Foreign Lender beneficial owners are claiming the portfolio interest exemption, such Foreign Lender may provide a the U.S. Tax Compliance Certificate substantially in the form of Exhibit G-4 may be provided by such Foreign Lender on behalf of such direct and indirect partner(sbeneficial owners), or,
(V) executed duly executed, properly completed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal federal withholding Tax tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Borrowers Borrower or the Administrative Agent to determine the withholding or deduction required to be made.
(iii) Each Lender agrees that if any documentation it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such documentation promptly or promptly notify the Borrowers and the . The Administrative Agent shall provide the Borrower with an Internal Revenue Service Form W-8ECI with respect to fees received on its own behalf and an Internal Revenue Service Form W-8IMY with respect to amounts received in writing of its legal ineligibility to do socapacity as Administrative Agent. Notwithstanding any other provision of this Section 3.01(eclause (e), no a Lender shall not be required to deliver any documentation form that such Lender is not legally eligible to deliver.
Appears in 1 contract
Samples: Credit Agreement (Nortek Inc)
Status of Lenders; Tax Documentation. (i) Each Lender and the Administrative Agent shall deliver to the Borrowers Borrower and to the Administrative Agent, on or before the date on which it becomes a party to this Agreement, whenever a lapse in time or change in circumstances of such Person renders such documentation obsolete or inaccurate, at the time or times prescribed by applicable Laws or when reasonably requested by the Borrowers Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other information reasonably requested by the Borrowers or the Administrative Agent information as will permit the Borrowers Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not any payments made hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, 37 and (C) such LenderPerson’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of any all payments to be made to such Lender Person by any the Borrower pursuant to this Agreement or otherwise to establish such LenderPerson’s status for withholding Tax purposes in the applicable jurisdiction including, for the avoidance of doubt, such other documentation as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirementsjurisdiction.
(ii) Without limiting the generality of the foregoing,
(A) any Lender or Administrative Agent that is a “United States Personperson” within the meaning of Section 7701(a)(30) of the Code shall deliver to the Borrowers Borrower and the Administrative Agent on two properly completed and duly executed originals of Internal Revenue Service Form W-9 (or prior to any successor form) and/or such other documentation or information prescribed by applicable Laws or reasonably requested by the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of such Borrower or the Administrative Agent) two executed originals of IRS Form W-9Agent certifying to such Person’s exemption from United States federal backup withholding; and
(B) each Foreign Lender that is entitled under the Code or any applicable treaty to an exemption from or reduction of withholding Tax tax with respect to any payments hereunder or under any other Loan Document shall deliver to the Borrowers Borrower and the Administrative Agent, Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of such the Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), two copies of whichever of the following is applicable:
(I) 1. two properly completed and duly executed originals of IRS Internal Revenue Service Form W-8BEN or IRS Internal Revenue Service Form W-8BEN-E, as applicable, E (or any successor form) claiming eligibility for benefits of an income tax treaty to which the United States is a party,
(II) 2. two properly completed and duly executed originals of IRS Internal Revenue Service Form W-8ECI (or any successor form),
3. to the extent a Foreign Lender is not the beneficial owner, executed copies of Internal Revenue Service Form W-8IMY, accompanied by Internal Revenue Service Form W-8ECI, Internal Revenue Service Form W-8BEN, Internal Revenue Service Form W-8BEN-E or Internal Revenue Service Form W-9, and/or other certification documents from each beneficial owner; 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 certificate described in Section 3.01(e)(ii)(B)(4) on behalf of each such direct and indirect partner as applicable,
(III) 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 substantially in the form of Exhibit G-1 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 Borrowers 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 that no interest payments under any Loan Document are effectively connected with such Foreign Lender’s conduct of a United States trade or business (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Internal Revenue Service Form W-8BEN or IRS Internal Revenue Service Form W-8BEN-E, as applicable,
(IV) 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 IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit G-3, 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 not a participating Lender) 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 G-4 on behalf of such direct and indirect partner(s), or
(V) 5. properly completed and duly 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 tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Borrowers Borrower or the Administrative Agent to determine the withholding or deduction required to be made.
(iii) Each Lender and Administrative Agent shall promptly (A) notify the Borrower and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (B) deliver to the Borrower and the Administrative Agent properly completed and updated and duly executed originals of any previously delivered form or certification (or any applicable successor form) on or before the date that any such form of certification expires or becomes obsolete or inaccurate and promptly after the occurrence of any event requiring a change in the most recent form previously delivered by it to the Borrower or the Administrative Agent unless such Person is not legally entitled to deliver such forms or certifications. Each Lender shall take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Person, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws of any jurisdiction that the Borrower or the Administrative Agent make any withholding or deduction for Taxes from amounts payable to such Lender; and
(iv) 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 clause (iv), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. Each Lender agrees that if any documentation form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such documentation promptly form or certification or promptly notify the Borrowers Borrower and the Administrative Agent in writing of its legal ineligibility inability to do so. Notwithstanding any other provision of this Section 3.01(e), no Lender shall be required to deliver any documentation such Lender is not legally eligible to deliver.
Appears in 1 contract
Samples: 364 Day Revolving Credit Agreement (TJX Companies Inc /De/)
Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Borrowers BorrowerBorrowers and to the Administrative AdministrativeApplicable Agent, at the time or times prescribed by applicable Laws or when reasonably requested by the Borrowers BorrowerBorrowers or the Administrative AdministrativeApplicable Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other information reasonably requested by the Borrowers or the Administrative Agent information as will permit the Borrowers BorrowerBorrowers or the Administrative AdministrativeApplicable Agent, as the case may be, to determine (A) whether or not any 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 any all payments to be made to such Lender by any the Borrower pursuant to this Agreement or otherwise to establish such Lender’s status for withholding Tax tax purposes in the applicable jurisdiction includingjurisdiction.
(ii) Without limiting the generality of the foregoing, if the applicable Borrower is resident for tax purposes in the avoidance United States,
(A) any Lender that is a “United States person” within the meaning of doubt, Section 7701(a)(30) of the Code shall deliver to thesuch Borrower and the AdministrativeApplicable Agent executed originalscopies of IRS Form W-9 or such other documentation or information prescribed by applicable Laws or reasonably requested by thesuch Borrower or the AdministrativeApplicable Agent as will enable the thesuch Borrower or the Administrative Agent AdministrativeApplicable Agent, as the case may be, to determine whether or not such Lender is subject to backup withholding or information reporting requirements.
(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 Borrowers 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 request of such Borrower or the Administrative Agent) two executed originals of IRS Form W-9; and
(B) each Foreign Lender that is entitled under the Code or any applicable treaty to an exemption from or reduction of withholding Tax tax with respect to any payments hereunder or under any other Loan Document shall deliver to the Borrowers thesuch Borrower and the Administrative Agent, AdministrativeApplicable Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of such thesuch Borrower or the Administrative AdministrativeApplicable Agent, but only if such Foreign Lender is legally entitled to do so), two copies of whichever of the following is applicable:
(I) executed originals originalscopies of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, E claiming eligibility for benefits of an income tax treaty to which the United States is a party,
, (II) executed originals originalscopies 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 G-1 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 Borrowers 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 that no interest payments under any Loan Document are effectively connected with such Foreign Lender’s conduct of a United States trade or business (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable,
(IV) 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 IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit G-3, 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 not a participating Lender) 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 G-4 on behalf of such direct and indirect partner(s), or
(V) executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal withholding Tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Borrowers or the Administrative Agent to determine the withholding or deduction required to be made.
(iii) Each Lender agrees that if any documentation it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such documentation promptly or promptly notify the Borrowers and the Administrative Agent in writing of its legal ineligibility to do so. Notwithstanding any other provision of this Section 3.01(e), no Lender shall be required to deliver any documentation such Lender is not legally eligible to deliver.
Appears in 1 contract
Status of Lenders; Tax Documentation. (i) Each Lender and Fronting Bank shall deliver to the Borrowers AXIS Capital and to the Administrative Agent, at the time or times prescribed by applicable Laws or when reasonably requested by the Borrowers AXIS Capital or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other information reasonably requested by the Borrowers or the Administrative Agent information as will permit the Borrowers AXIS Capital or the Administrative Agent, as the case may be, to determine (A) whether or not any payments made by the respective Borrowers hereunder or under any other Loan Document are subject to TaxesTaxes or information reporting requirements, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s or Fronting Bank’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of any all payments to be made to such Lender or Fronting Bank by any Borrower the respective Borrowers pursuant to this Agreement or otherwise to establish such Lender’s or Fronting Bank’s status for withholding Tax tax purposes in the applicable jurisdiction including, for the avoidance of doubt, such other documentation as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirementsjurisdictions.
(ii) Without limiting the generality of the foregoing, if a Borrower is resident for tax purposes in the United States (and in the case of clause (A) below, regardless of whether the Borrower is resident for tax purposes in the United States),
(A) any Lender or Fronting Bank that is a “United States Personperson” within the meaning of Section 7701(a)(30) of the Code shall deliver to the Borrowers AXIS Capital and the Administrative Agent on executed originals of IRS Form W-9 or prior to such other documentation or information prescribed by applicable Laws or reasonably requested by AXIS Capital or the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of Administrative Agent as will enable such Borrower or the Administrative Agent) two executed originals of IRS Form W-9, as the case may be, to determine whether or not such Lender or Fronting Bank 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 tax with respect to any payments hereunder or under any other Loan Document shall deliver to the Borrowers AXIS Capital and the Administrative Agent, Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of such Borrower AXIS Capital or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), two copies of whichever of the following is applicable:
(I) executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, claiming eligibility for benefits of an income tax treaty to which the United States is a party,
(II) executed originals of IRS Form W-8ECI,
(III) executed originals of IRS Form W-8IMY and all required supporting documentation,
(IV) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit G-1 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 Borrowers AXIS Capital 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 that no Code, or (D) conducting a trade or business in the United States with which the relevant interest payments under any Loan Document are effectively connected with such Foreign Lender’s conduct of a United States trade or business (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN or IRS Form W-8BEN-EW-8TMY and all required supporting documentation, as applicable,
(IV) 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 IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit G-3, 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 not a participating Lender) 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 G-4 on behalf of such direct and indirect partner(s), or
(V) 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 tax or any other relevant withholding tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Borrowers AXIS Capital or the Administrative Agent to determine the withholding or deduction required to be made.
(iii) Each Lender agrees that if any documentation it previously delivered expires or becomes obsolete or inaccurate in any respect, it Fronting Bank shall update such documentation promptly or promptly (A) notify the Borrowers AXIS Capital and the Administrative Agent of any change in writing circumstances which would modify or render invalid any claimed exemption or reduction, and (B) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Lender or Fronting Bank, and as may be reasonably necessary (including the re-designation of its legal ineligibility Lending Office) to do so. Notwithstanding avoid any other provision requirement of this applicable Laws of any jurisdiction that a Borrower or the Administrative Agent make any withholding or deduction for taxes from amounts payable to such Lender or Fronting Bank.
(iv) If a payment made to a Lender or Fronting Bank hereunder or under any Loan Document would be subject to United States Federal withholding Tax imposed by FATCA if such Lender or Fronting Bank were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 3.01(e1471(b) or 1472(b) of the Code, as applicable), no Lender shall be required to deliver any documentation such Lender is not legally eligible or Fronting Bank shall deliver to deliverAxis Capital and the Administrative Agent, at the time or times prescribed by Law and at such time or times reasonably requested by Axis Capital and 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 Axis Capital or the Administrative Agent as may be necessary for Axis Capital or the Administrative Agent to comply with its obligations under FATCA, to determine that such Lender or Fronting Bank has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment.
Appears in 1 contract
Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Borrowers and to the Administrative Agent, at the time or times reasonably requested by the Borrowers or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other information reasonably requested by the Borrowers or the Administrative Agent as will permit the Borrowers or the Administrative Agent, as the case may be, to determine (A) whether or not any 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 any payments to be made to such Lender by any Borrower pursuant to this Agreement or otherwise to establish such Lender’s status for withholding Tax purposes in the applicable jurisdiction including, for the avoidance of doubt, such other documentation 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 sentence, the completion, execution and submission of such documentation (other than such documentation set forth in paragraphs (e)(ii)(A), (ii)(B) and (g) of this Section) 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,
(A) any Lender that is a “United States Personperson” within the meaning of Section 7701(a)(30) of the Code shall deliver to the Borrowers 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 request of such Borrower or the Administrative Agent) two executed originals of IRS Form W-9; 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 any payments hereunder or under any other Loan Document shall deliver to the Borrowers and the Administrative Agent, 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 such Borrower or the Administrative Agent), two copies of whichever of the following is applicable:
(I) executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, claiming eligibility for benefits of an income tax treaty to which the United States is a party,
(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 G-1 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 Borrowers 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 that no interest payments under any Loan Document are effectively connected with such Foreign Lender’s conduct of a United States trade or business (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable,
(IV) 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 IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit G-3, 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 not a participating Lender) 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 G-4 on behalf of such direct and indirect partner(s), or
(V) executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal federal withholding Tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Borrowers or the Administrative Agent to determine the withholding or deduction required to be made.
(iii) Each Lender agrees that if any documentation it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such documentation promptly or promptly notify the Borrowers and the Administrative Agent in writing of its legal ineligibility to do so. Notwithstanding any other provision of this Section 3.01(e), no Lender shall be required to deliver any documentation such Lender is not legally eligible to deliver.
Appears in 1 contract
Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Borrowers Borrower, Holdings and to the Administrative Agent, at the time or times whenever reasonably requested by the Borrowers Borrower, Holdings or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other information reasonably requested by the Borrowers or the Administrative Agent information as will permit the Borrowers Borrower, Holdings or the Administrative Agent, as the case may be, to determine (A) to determine whether or not any payments made hereunder or under any other Loan Document are subject to Taxes, (B) to determine, if applicable, the required rate of withholding or deduction, deduction and (C) to establish such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of any payments to be made to such Lender by any Borrower Loan Party pursuant to this Agreement any Loan Document or otherwise to establish such Lender’s status for withholding Tax tax purposes in the an applicable jurisdiction (including, for in the avoidance case of doubta Lender seeking exemption from, such other or reduction of, U.S. federal withholding tax under Sections 1471-1474 of the Code, any documentation as will enable necessary to prevent withholding under Sections 1471-1474 of the Code (and any applicable regulations or official interpretations thereof) and to permit the Borrower or the Administrative Agent to determine whether or not that such Lender is subject has complied with any requirements under such provisions to backup avoid or reduce withholding or information reporting requirementstax).
(ii) Without limiting the generality of the foregoing,
(A) any Lender that is a “United States Personperson” within the meaning of Section 7701(a)(30) of the Code shall deliver to the Borrowers 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 request of such Borrower or the Administrative Agent) two executed originals of IRS Form W-9W-9 or such other documentation or information prescribed by applicable Laws or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower, Holdings 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; and
(B) each Foreign Lender that is entitled under the Code or any applicable treaty to an exemption from or reduction of U.S. federal withholding Tax tax with respect to any payments hereunder or under any other Loan Document shall deliver to the Borrowers Borrower, Holdings and the Administrative Agent, Agent (in such number of signed originals 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 (1) if any documentation previously delivered has expired or become obsolete or invalid or (2) upon the request of such Borrower the Borrower, Holdings or the Administrative Agent), two copies of whichever of the following is applicable:
(I) executed originals of IRS Form W-8BEN (or IRS Form W-8BEN-E, as applicable, any successor thereto) claiming eligibility for benefits of an income tax treaty to which the United States is a party,
(II) executed originals of IRS Form W-8ECIW-8ECI (or any successor thereto),
(III) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section Sections 881(c) or 871(h) of the CodeCode (the “Portfolio Interest Exemption”), (x) a certificate certificate, substantially in the form of Exhibit G-1 H-0, X-0, X-0 or H-4, as applicable (a “Tax Status Certificate”), to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section Section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the Borrowers Borrower or Holdings within the meaning of section Section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in section Section 881(c)(3)(C) of the Code Code, and that no interest payments under any Loan Document are to be received is effectively connected with such Foreign Lender’s conduct of a United States U.S. trade or business (a “U.S. Tax Compliance Certificate”) and (y) duly completed and executed originals original copies of IRS Form W-8BEN (or IRS Form W-8BEN-E, as applicableany successor thereto),
(IV) to the extent a Foreign where such Lender is a partnership (for U.S. federal income tax purposes) or otherwise not the a beneficial ownerowner (e.g., executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECIwhere such Lender has sold a typical participation), IRS Form W-8BEN W-8IMY (or IRS Form W-8BEN-Eany successor thereto) and all required supporting documentation (including, where one or more of the underlying beneficial owner(s) is claiming the benefits of the Portfolio Interest Exemption, a U.S. Tax Compliance Status Certificate substantially in the form of Exhibit G-2 or Exhibit G-3such beneficial owner(s) (provided that, 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 not a participating Lender, the Tax Status Certificate from the beneficial owner(s) and one or more direct or indirect partners of such may be provided by the Foreign Lender are claiming on the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-4 on behalf of such direct and indirect partner(sbeneficial owner(s) behalf)), or
(V) executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal federal withholding Tax tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Borrowers Borrower, Holdings or the Administrative Agent to determine the withholding or deduction required to be made.
(iii) . Each Lender agrees that if any documentation it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such documentation promptly or promptly notify the Borrowers Borrower, Holdings and the Administrative Agent of any change in writing of its legal ineligibility to do socircumstances which would modify or render invalid any documentation previously provided. Notwithstanding any other provision of anything to the contrary in this Section subsection 3.01(e), no Lender shall be required to deliver any documentation such Lender that it is not legally eligible to deliver.
Appears in 1 contract
Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Borrowers Borrower and to the Administrative Agent, at the time or times prescribed by Applicable Laws or when reasonably requested by the Borrowers Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Applicable Laws or by the taxing authorities of any jurisdiction and such other information reasonably requested by the Borrowers or the Administrative Agent information as will permit the Borrowers Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not any 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 any all payments to be made to such Lender by any the Borrower pursuant to this Agreement or otherwise to establish such Lender’s status for withholding Tax tax purposes in the applicable jurisdiction includingjurisdiction.
(ii) Without limiting the generality of the foregoing, if the Borrower is resident for tax purposes in the avoidance United States,
(A) any Lender that is a “United States person” within the meaning of doubt, Section 7701(a)(30) of the Code shall deliver to the Borrower and the 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 the Administrative Agent as will enable the Borrower or the Administrative Agent Agent, as the case may be, to determine whether or not such Lender is subject to backup withholding or information reporting requirements.
(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 Borrowers 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 request of such Borrower or the Administrative Agent) two executed originals of IRS Form W-9; and
(B) each Foreign Lender that is entitled under the Code or any applicable treaty to an exemption from or reduction of withholding Tax tax with respect to any payments hereunder or under any other Loan Document shall deliver to the Borrowers Borrower and the Administrative Agent, Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of such the Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), two copies of whichever of the following is applicable:
(I) executed originals of IRS Internal Revenue Service Form W-8BEN or IRS Form W-8BEN-E, as applicable, claiming eligibility for benefits of an income tax treaty to which the United States is a party,
(II) executed originals of IRS Internal Revenue Service 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 G-1 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 Borrowers 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 that no interest payments under any Loan Document are effectively connected with such Foreign Lender’s conduct of a United States trade or business (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Internal Revenue Service Form W-8BEN or IRS Form W-8BEN-E, as applicableW-8IMY and all required supporting documentation,
(IV) 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 IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit G-3, 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 not a participating Lender) 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 G-4 on behalf of such direct and indirect partner(s), or
(V) executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal withholding Tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Borrowers or the Administrative Agent to determine the withholding or deduction required to be made.
(iii) Each Lender agrees that if any documentation it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such documentation promptly or promptly notify the Borrowers and the Administrative Agent in writing of its legal ineligibility to do so. Notwithstanding any other provision of this Section 3.01(e), no Lender shall be required to deliver any documentation such Lender is not legally eligible to deliver.
Appears in 1 contract
Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Borrowers Borrower, Holdings and to the Administrative Agent, at the time or times whenever reasonably requested by the Borrowers Borrower, Holdings or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other information reasonably requested by the Borrowers or the Administrative Agent information as will permit the Borrowers Borrower, Holdings or the Administrative Agent, as the case may be, to determine (A) to determine whether or not any payments made hereunder or under any other Loan Document are subject to Taxes, (B) to determine, if applicable, the required rate of withholding or deduction, deduction and (C) to establish such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of any payments to be made to such Lender by any Borrower Loan Party pursuant to this Agreement any Loan Document or otherwise to establish such Lender’s status for withholding Tax tax purposes in the an applicable jurisdiction (including, for in the avoidance case of doubta Lender seeking exemption from, such other or reduction of, U.S. federal withholding tax under Sections 1471-1474 of the Code, any documentation as will enable necessary to prevent withholding under Sections 1471-1474 of the Code (and any applicable regulations or official interpretations thereof) and to permit the Borrower or the Administrative Agent to determine whether or not that such Lender is subject has complied with any requirements under such provisions to backup avoid or reduce withholding or information reporting requirementstax).
(ii) Without limiting the generality of the foregoing,
(A) any Lender that is a “United States Personperson” within the meaning of Section 7701(a)(30) of the Code shall deliver to the Borrowers 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 request of such Borrower or the Administrative Agent) two executed originals of IRS Form W-9W-9 or such other documentation or information prescribed by applicable Laws or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower, Holdings 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; and
(B) each Foreign Lender that is entitled under the Code or any applicable treaty to an exemption from or reduction of U.S. federal withholding Tax tax with respect to any payments hereunder or under any other Loan Document shall deliver to the Borrowers Borrower, Holdings and the Administrative Agent, Agent (in such number of signed originals 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 (1) if any documentation previously delivered has expired or become obsolete or invalid or (2) upon the request of such Borrower the Borrower, Holdings or the Administrative Agent), two copies of whichever of the following is applicable:
(I) executed originals of IRS Form W-8BEN (or IRS Form W-8BEN-E, as applicable, any successor thereto) claiming eligibility for benefits of an income tax treaty to which the United States is a party,
(II) executed originals of IRS Form W-8ECIW-8ECI (or any successor thereto),
(III) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section Sections 881(c) or 871(h) of the CodeCode (the “Portfolio Interest Exemption”), (x) a certificate certificate, substantially in the form of Exhibit G-1 X-0, X-0, X-0 or H-4, as applicable (a “Tax Status Certificate”), to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section Section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the Borrowers Borrower or Holdings within the meaning of section Section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in section Section 881(c)(3)(C) of the Code Code, and that no interest payments under any Loan Document are to be received is effectively connected with such Foreign Lender’s conduct of a United States U.S. trade or business (a “U.S. Tax Compliance Certificate”) and (y) duly completed and executed originals original copies of IRS Form W-8BEN (or IRS Form W-8BEN-E, as applicableany successor thereto),
(IV) to the extent a Foreign where such Lender is a partnership (for U.S. federal income tax purposes) or otherwise not the a beneficial ownerowner (e.g., executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECIwhere such Lender has sold a typical participation), IRS Form W-8BEN W-8IMY (or IRS Form W-8BEN-Eany successor thereto) and all required supporting documentation (including, where one or more of the underlying beneficial owner(s) is claiming the benefits of the Portfolio Interest Exemption, a U.S. Tax Compliance Status Certificate substantially in the form of Exhibit G-2 or Exhibit G-3such beneficial owner(s) (provided that, 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 not a participating Lender, the Tax Status Certificate from the beneficial owner(s) and one or more direct or indirect partners of such may be provided by the Foreign Lender are claiming on the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-4 on behalf of such direct and indirect partner(sbeneficial owner(s) behalf)), or
(V) executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal federal withholding Tax tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Borrowers Borrower, Holdings or the Administrative Agent to determine the withholding or deduction required to be made.
(iii) . Each Lender agrees that if any documentation it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such documentation promptly or promptly notify the Borrowers Borrower, Holdings and the Administrative Agent of any change in writing of its legal ineligibility to do socircumstances which would modify or render invalid any documentation previously provided. Notwithstanding any other provision of anything to the contrary in this Section subsection 3.01(e), no Lender shall be required to deliver any documentation such Lender that it is not legally eligible to deliver.
Appears in 1 contract
Status of Lenders; Tax Documentation. (i) Each Lender and each L/C Issuer shall deliver to the Borrowers Borrower and to the Administrative Agent, at the time or times prescribed by applicable Laws or when reasonably requested by the Borrowers Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other information reasonably requested by the Borrowers or the Administrative Agent information as will permit the Borrowers Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not any 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 any all payments to be made to such Lender by any the Borrower pursuant to this Agreement or otherwise to establish such Lender’s status for withholding Tax tax purposes in the applicable jurisdiction including, for the avoidance of doubt, such other documentation as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirementsjurisdiction.
(iii) Without limiting the generality of the foregoing, if the Borrower is resident for tax purposes in the United States,
(A) any Lender or L/C Issuer that is a “United States Personperson” within the meaning of Section 7701(a)(30) of the Code shall deliver to the Borrowers Borrower and the Administrative Agent on executed originals of Internal Revenue Service Form W-9 or prior to such other documentation or information prescribed by applicable Laws or reasonably requested by the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon Borrower or the request of such Administrative Agent as will enable the Borrower or the Administrative Agent) two executed originals of IRS Form W-9, as the case may be, to determine whether or not such Lender or L/C Issuer is subject to backup withholding or information reporting requirements; and
(B) each Foreign Lender or L/C Issuer that is entitled under the Code or any applicable treaty to an exemption from or reduction of withholding Tax tax with respect to any payments hereunder or under any other Loan Document shall deliver to the Borrowers Borrower and the Administrative Agent, 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 L/C Issuer becomes a Lender or L/C Issuer under this Agreement (and from time to time thereafter upon the request of such the Borrower or the Administrative Agent, but only if such Foreign Lender or L/C Issuer is legally entitled to do so), two copies of whichever of the following is applicable:
(I) executed originals of IRS Internal Revenue Service Form W-8BEN or IRS Form W-8BEN-E, as applicable, claiming eligibility for benefits of an income tax treaty to which the United States is a party,
(II) executed originals of IRS Internal Revenue Service 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 G-1 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 Borrowers 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 that no interest payments under any Loan Document are effectively connected with such Foreign Lender’s conduct of a United States trade or business (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Internal Revenue Service Form W-8BEN or IRS Form W-8BEN-E, as applicableW-8IMY and all required supporting documentation,
(IV) 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 IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit G-3, 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 not a participating Lender) 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 G-4 on behalf of such direct and indirect partner(s), or
(V) executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal withholding Tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Borrowers or the Administrative Agent to determine the withholding or deduction required to be made.
(iii) Each Lender agrees that if any documentation it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such documentation promptly or promptly notify the Borrowers and the Administrative Agent in writing of its legal ineligibility to do so. Notwithstanding any other provision of this Section 3.01(e), no Lender shall be required to deliver any documentation such Lender is not legally eligible to deliver.
Appears in 1 contract
Samples: Credit Agreement (Broadcom Corp)
Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Borrowers Borrower and to the Administrative Agent, at the time or times prescribed by applicable laws or when reasonably requested by the Borrowers Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws laws or by the taxing authorities of any jurisdiction and such other information reasonably requested by the Borrowers or the Administrative Agent information as will permit the Borrowers Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not any payments made hereunder or under any other Loan Document of the Notes 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 any all payments to be made to such Lender by any the Borrower pursuant to this Agreement or otherwise to establish such Lender’s status for withholding Tax tax purposes in the applicable jurisdiction including, for the avoidance of doubt, such other documentation as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirementsjurisdiction.
(ii) Without limiting the generality of the foregoing,
(A) , any Lender that is a “United States Personperson” within the meaning of Section 7701(a)(30) of the Internal Revenue Code (or, if such Lender is disregarded as an entity separate from its owner for U.S. Federal income tax purposes, the Person treated as its owner for U.S. Federal income tax purposes) shall deliver to the Borrowers 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 request of such the Borrower or the Administrative Agent) two executed originals of IRS Internal Revenue Service Form W-9; andW-9 (or successor thereto) or such other documentation or information prescribed by applicable laws or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower 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;
(Biii) Without limiting the generality of the foregoing, each Foreign Lender (or, if such Foreign Lender is disregarded as an entity separate from its owner for U.S. Federal income tax purposes, the Person treated as its owner for U.S. Federal income tax purposes) that is entitled under the Internal Revenue Code or any applicable treaty to an exemption from or reduction of withholding Tax tax with respect to any payments hereunder or under any other Loan Document shall deliver to the Borrowers Borrower and the Administrative Agent, Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of such the Borrower or the Administrative Agent), two copies of whichever of the following is applicable:
(IA) executed originals of IRS Internal Revenue Service Form W-8BEN (or IRS Form W-8BEN-E, as applicable, successor thereto) claiming eligibility for benefits of an income tax treaty to which the United States is a party,
(IIB) executed originals of IRS Internal Revenue Service Form W-8ECIW-8ECI (or successor thereto),
(IIIC) in the case executed originals of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(cInternal Revenue Service Form W-8IMY (or successor thereto) of the Codeand all required supporting documentation including, (x) Internal Revenue Service Form W-8ECI, IRS Form W-8BEN, a certificate substantially in the form of Exhibit G-1 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 Borrowers 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 that no interest payments under any Loan Document are effectively connected with such Foreign Lender’s conduct of a United States trade or business (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable,
(IV) 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 IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 D-2 or Exhibit G-3D-3, IRS 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 not a participating Lender) 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 certificate substantially in the form of Exhibit G-4 on behalf D-4,
(D) in the case of a Foreign Lender (or, if such direct Foreign Lender is disregarded as an entity separate from its owner for U.S. Federal income tax purposes, the Person treated as its owner for U.S. Federal income tax purposes) 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 D-1 to the effect that such Foreign Lender (or such other Person) is not (1) a “bank” within the meaning of section 881(c)(3)(A) of the Internal Revenue Code, (2) a “10 percent shareholder” of the Borrower within the meaning of section 881(c)(3)(B) of the Internal Revenue Code, or (3) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Internal Revenue Code; and indirect partner(s(y) executed originals of Internal Revenue Service Form W-8BEN (or successor thereto), or
(VE) executed originals of any other form prescribed by applicable Laws laws as a basis for claiming exemption from or a reduction in United States Federal U.S. federal withholding Tax tax together with such supplementary documentation as may be prescribed by applicable Laws laws to permit the Borrowers Borrower or the Administrative Agent to determine the withholding or deduction required to be made.
(iiiiv) 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 Internal Revenue Code, as applicable), each Lender shall deliver to the Administrative Agent and the Borrower, and the Administrative Agent shall deliver to the Borrower, such documentation reasonably requested by the Administrative Agent and the Borrower, as applicable, sufficient for the Administrative Agent and the Borrower to comply with their respective obligations under FATCA and to determine whether payments to such Lender or Administrative Agent are subject to withholding tax under FATCA. Solely for purposes of this sub-clause (iv), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.
(v) Each Lender agrees that if any documentation it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such documentation promptly or promptly notify the Borrowers Borrower and the Administrative Agent in writing of its legal ineligibility to do so. Notwithstanding any other provision of this Section 3.01(e), no Lender shall be required to deliver change in circumstances which would modify or render invalid any documentation such Lender is not legally eligible to deliverclaimed exemption or reduction.
Appears in 1 contract
Samples: Bridge Credit Agreement (Verizon Communications Inc)
Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Borrowers Borrower and to the Administrative Agent, at the time or times prescribed by applicable Laws or when reasonably requested by the Borrowers Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other information reasonably requested by the Borrowers or the Administrative Agent information as will permit the Borrowers Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not any payments made hereunder or under any other Loan Document are subject to Taxesbackup withholding or information reporting requirements, (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 any all payments to be made to such Lender by any the Borrower pursuant to this Agreement or otherwise to establish such Lender’s status for withholding Tax tax purposes in the applicable jurisdiction includingjurisdiction.
(ii) Without limiting the generality of the foregoing, for if the avoidance Borrower is a “United States person” within the meaning of doubt, Section 7701(a)(30) of the Code (a “United States Person”),
(A) any Lender that is a United States Person shall deliver to the Borrower and the 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 the Administrative Agent as will enable the Borrower or the Administrative Agent Agent, as the case may be, to determine whether or not such Lender is subject to backup withholding or information reporting requirements.
(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 Borrowers 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 request of such Borrower or the Administrative Agent) two executed originals of IRS Form W-9; and
(B) each Foreign Lender that is entitled under the Code or any applicable treaty to an exemption from or reduction of withholding Tax tax with respect to any payments hereunder or under any other Loan Document shall shall, to the extent it is legally entitled to do so, deliver to the Borrowers Borrower and the Administrative Agent, Agent (in such number of originals as shall be requested by the Administrative Agent or the Borrower) 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 such the Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), two copies of whichever of the following is applicable:
(I) executed originals of IRS Form W-8BEN or IRS Internal Revenue Service Form W-8BEN-EE or W-8BEN, as applicable, claiming eligibility for benefits of an income tax treaty to which the United States is a party,
(II) executed originals of IRS Internal Revenue Service Form W-8ECI,
(III) executed originals of Internal Revenue Service Form W-8IMY and all required supporting documentation,
(IV) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit G-1 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 Borrowers 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 that no interest payments under any Loan Document are effectively connected with such Foreign Lender’s conduct of a United States trade or business (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN or IRS Internal Revenue Service Form W-8BEN-EE or W-8BEN, as applicable,
(IV) 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 IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit G-3, 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 not a participating Lender) 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 G-4 on behalf of such direct and indirect partner(s), or
(V) executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal federal withholding Tax tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Borrowers Borrower or the Administrative Agent to determine the withholding or deduction required to be made.
(iii) Each Lender agrees that if shall promptly (A) notify the Borrower and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction and update any form or documentation it previously delivered if such form or documentation expires or becomes obsolete or inaccurate in any respect, it shall update such documentation promptly respect or promptly notify the Borrowers Borrower and the Administrative Agent in writing of its legal ineligibility inability to do soso 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 of any jurisdiction that the Borrower or the Administrative Agent make any withholding or deduction for taxes from amounts payable to such Lender. Notwithstanding any other provision of anything to the contrary in the this Section 3.01(e), no Lender the completion, execution and submission of such documentation (other than such documentation set forth in Section 3.01(e)(ii)(A), (B)(I), (II), (III) and (IV) above and 3.01(g) below) shall not be required to deliver any documentation if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender is not legally eligible to deliverany material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.
Appears in 1 contract
Samples: Second Amendment and Restatement Agreement (Targa Resources Partners LP)
Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Borrowers Borrower and to the Administrative Agent, at the time or times prescribed by applicable laws or when reasonably requested by the Borrowers Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws laws or by the taxing authorities of any jurisdiction and such other information reasonably requested by the Borrowers or the Administrative Agent information as will permit the Borrowers Borrower or the CHAR1\1351553v8 58 Administrative Agent, as the case may be, to determine (A) whether or not any payments made hereunder or under any other Loan Credit 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 any all payments to be made to such Lender by any the Borrower pursuant to this Credit Agreement or otherwise to establish such Lender’s status for withholding Tax tax purposes in the applicable jurisdiction includingjurisdiction.
(ii) Without limiting the generality of the foregoing, if the Borrower is resident for tax purposes in the avoidance United States,
(A) any Lender that is a “United States person” within the meaning of doubt, Section 7701(a)(30) of the Code shall deliver to the Borrower and the 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 the Administrative Agent as will enable the Borrower or the Administrative Agent Agent, as the case may be, to determine whether or not such Lender is subject to backup withholding or information reporting requirements.
(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 Borrowers 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 request of such Borrower or the Administrative Agent) two executed originals of IRS Form W-9; and
(B) each Foreign Lender that is entitled under the Code or any applicable treaty to an exemption from or reduction of withholding Tax tax with respect to any payments hereunder or under any other Loan Credit Document shall deliver to the Borrowers Borrower and the Administrative Agent, Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Credit Agreement (and from time to time thereafter upon the request of such the Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), two copies of whichever of the following is applicable:
(I) executed originals of IRS Internal Revenue Service Form W-8BEN or IRS Form W-8BEN-E, as applicable, W‑8BEN claiming eligibility for benefits of an income tax treaty to which the United States is a party,
(II) executed originals of IRS Internal Revenue Service Form W-8ECIW‑8ECI,
(III) executed originals of Internal Revenue Service Form W‑8IMY and all required supporting documentation,
(IV) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit G-1 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 Borrowers 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 that no interest payments under any Loan Document are effectively connected with such Foreign Lender’s conduct of a United States trade or business (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Internal Revenue Service Form W-8BEN or IRS Form W-8BEN-E, as applicable,
(IV) 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 IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit G-3, 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 not a participating Lender) 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 G-4 on behalf of such direct and indirect partner(s)W‑8BEN, or
(V) executed originals of any other form prescribed by applicable Laws laws as a basis for claiming exemption from or a reduction in United States Federal withholding Tax tax together with such supplementary CHAR1\1351553v8 59 documentation as may be prescribed by applicable Laws laws to permit the Borrowers Borrower or the Administrative Agent to determine the withholding or deduction required to be made.
(iii) Each Lender agrees that if any documentation it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such documentation promptly or promptly (A) notify the Borrowers Borrower and the Administrative Agent of any change in writing circumstances which would modify or render invalid any claimed exemption or reduction, 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 legal ineligibility Applicable Lending Office) to do soavoid any requirement of applicable laws of any jurisdiction that the Borrower or the Administrative Agent make any withholding or deduction for taxes from amounts payable to such Lender.
(iv) Each Lender shall deliver to the Borrower and the Administrative Agent such documentation reasonably requested by the Borrower and the Administrative Agent sufficient for the Administrative Agent and the Borrower to comply with their obligations under FATCA and to determine whether payments to such Lender hereunder requirements are subject to withholding under FATCA. Notwithstanding any other provision Solely for purposes of this Section 3.01(eclause (iv), no Lender “FATCA” shall be required include amendments made to deliver any documentation such Lender is not legally eligible to deliverFATCA after the date of this Credit Agreement.
Appears in 1 contract
Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Borrowers Borrower and to the Administrative Agent, at the time or times prescribed by applicable Laws or when reasonably requested by the Borrowers Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other information reasonably requested by the Borrowers or the Administrative Agent information as will permit the Borrowers Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not any payments made hereunder or under any other Loan Document Documents are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s 's entitlement to any available exemption from, or reduction of, applicable Taxes in respect of any all payments to be made to such Lender by any the Borrower pursuant to this Agreement or otherwise to establish such Lender’s 's status for withholding Tax tax purposes in the applicable jurisdiction includingjurisdiction. -40-A/75013152.6
(ii) Without limiting the generality of the foregoing, if the Borrower is resident for tax purposes in the avoidance United States, (A) any Lender that is a "United States person" within the meaning of doubtSection 7701(a)(30) of the Code shall, upon the request of the Borrower or the Administrative Agent, deliver to the Borrower and the 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 the Administrative Agent as will enable the Borrower or the Administrative Agent Agent, as the case may be, to determine whether or not such Lender is subject to backup withholding or information reporting requirements.
(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 Borrowers ; 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 request of such Borrower or the Administrative Agent) two executed originals of IRS Form W-9; and
(B) each Foreign Lender that is entitled under the Code or any applicable treaty to an exemption from or reduction of withholding Tax tax with respect to any payments hereunder or under any other Loan Document shall deliver to the Borrowers Borrower and the Administrative Agent, Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of such the Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), two copies of whichever of the following is applicable:
: (I) executed originals of IRS Internal Revenue Service Form W-8BEN or IRS Form W-8BEN-E, as applicable, claiming eligibility for benefits of an income tax treaty to which the United States is a party,
, (II) executed originals of IRS Internal Revenue Service Form W-8ECI,
, (III) executed originals of Internal Revenue Service Form W-8IMY and all required supporting documentation, (IV) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Internal Revenue Code, (x) a certificate substantially in the form of Exhibit G-1 to the effect that such Foreign Lender is not (A) a “"bank” " within the meaning of section 881(c)(3)(A) of the Internal Revenue Code, (B) a “"10 percent shareholder” " of the Borrowers Borrower within the meaning of section 881(c)(3)(B) of the Internal Revenue Code, or (C) a “"controlled foreign corporation” " described in section 881(c)(3)(C) of the Internal Revenue Code and that no interest payments under any Loan Document are effectively connected with such Foreign Lender’s conduct of a United States trade or business (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN or IRS Internal Revenue Service Form W-8BEN-E, as applicable,
(IV) 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 IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit G-3, 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 not a participating Lender) 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 G-4 on behalf of such direct and indirect partner(s), or
(V) 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 tax duly completed together with such supplementary documentation as may be prescribed by applicable Laws law to permit the Borrowers Borrower or the Administrative Agent to determine the withholding or deduction required to be made.
(iii) Each Lender agrees that if any documentation it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such documentation promptly or promptly (A) notify the Borrowers Borrower and the Administrative Agent of any change in writing of its legal ineligibility to do so. Notwithstanding any other provision of this Section 3.01(e), no Lender shall be required to deliver any documentation such Lender is not legally eligible to deliver.circumstances which would modify or -41-A/75013152.6
Appears in 1 contract
Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Borrowers and to the Administrative Agent, at the time or times prescribed by applicable Laws or when reasonably requested by the Borrowers or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other information reasonably requested by the Borrowers or the Administrative Agent information as will permit the Borrowers or the Administrative Agent, as the case may be, to determine (A) whether or not any 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 any all payments to be made to such Lender by any Borrower the Borrowers pursuant to this Agreement or otherwise to establish such Lender’s status for withholding Tax tax purposes in the applicable jurisdiction includingjurisdiction, for the avoidance of doubt, such other documentation as will enable the Borrower or the Administrative Agent to determine and (D) whether or not such any Lender is subject to backup withholding or information reporting requirements.
(ii) Without limiting the generality of the foregoing, if any of the Borrowers is resident for tax purposes in the United States,
(A) any Lender that is a “United States Personperson” within the meaning of Section 7701(a)(30) of the Code shall deliver to the Borrowers 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 as prescribed by applicable Law or upon the request of such Borrower the Borrowers or the Administrative Agent) two executed originals of IRS Internal Revenue Service Form W-9W-9 (or any successor form) or such other documentation or information prescribed by applicable Laws or reasonably requested by the Borrowers or the Administrative Agent as will enable the Borrowers 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; and
(B) each Foreign Lender that is entitled under the Code or any applicable treaty to an exemption from or reduction of withholding Tax tax with respect to any payments hereunder or under any other Loan Document shall deliver to the Borrowers and the Administrative Agent, Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter as prescribed by applicable Law or upon the request of such Borrower the Borrowers or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), two copies of whichever of the following is applicable:
(I) executed originals of IRS Internal Revenue Service Form W-8BEN (or IRS Form W-8BEN-E, as applicable, any successor form) claiming eligibility for benefits of an income tax treaty to which the United States is a party,
(II) executed originals of IRS Internal Revenue Service Form W-8ECIW-8ECI (or any successor form),
(III) executed originals of Internal Revenue Service Form W-8IMY (or any successor form) and all required supporting documentation,
(IV) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit G-1 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 Borrowers any 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 that no interest payments under any Loan Document are effectively connected with such Foreign Lender’s conduct of a United States trade or business (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Internal Revenue Service Form W-8BEN (or IRS Form W-8BEN-E, as applicable,
(IV) 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 IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit G-3, 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 not a participating Lender) 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 G-4 on behalf of such direct and indirect partner(sany successor form), or
(V) 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 tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Borrowers or the Administrative Agent to determine the withholding or deduction required to be made.
(iii) Each Lender agrees that if any documentation it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such documentation promptly or promptly (A) notify the Borrowers and the Administrative Agent of any change in writing circumstances which would modify or render invalid any claimed exemption or reduction, 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 legal ineligibility Lending Office) to do so. Notwithstanding avoid any other provision requirement of applicable Laws of any jurisdiction that any Borrower or the Administrative Agent make any withholding or deduction for Taxes from amounts payable to such Lender.
(iv) In addition, each Foreign Lender agrees to comply with the requirements of Sections 1471 through 1474 of the Code (and any official pronouncements thereunder) to the extent necessary to avoid the imposition of any withholding tax on amounts payable pursuant to this Section 3.01(e), no Lender shall be required to deliver any documentation Agreement under such Lender is not legally eligible to deliverSections of the Code.
Appears in 1 contract
Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Borrowers Borrower Agent and to the Administrative Agent, at the time or times prescribed by applicable Laws or when reasonably requested by the Borrowers Borrower Agent or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other information reasonably requested by the Borrowers or the Administrative Agent information as will permit the Borrowers Borrower Agent or the Administrative Agent, as the case may be, to determine (A) whether or not any payments made hereunder or under any other Loan Document are subject to [Key Tronic] Credit Agreement #510968250 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 any all payments to be made to such Lender by any Borrower the Loan Parties pursuant to this Agreement or otherwise to establish such Lender’s status for withholding Tax tax purposes in the applicable jurisdiction includingjurisdiction.
(ii) Without limiting the generality of the foregoing, if a Borrower is resident for tax purposes in the avoidance United States,
(A) any Lender that is a “United States person” within the meaning of doubt, Section 7701(a)(30) of the Code shall deliver to the Borrower Agent and the 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 Agent or the Administrative Agent as will enable the Borrower Agent or the Administrative Agent Agent, as the case may be, to determine whether or not such Lender is subject to backup withholding or information reporting requirements.
(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 Borrowers 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 request of such Borrower or the Administrative Agent) two executed originals of IRS Form W-9; and
(B) each Foreign Lender that is entitled under the Code or any applicable treaty to an exemption from or reduction of withholding Tax tax with respect to any payments hereunder or under any other Loan Document shall deliver to the Borrowers Borrower Agent and the Administrative Agent, Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of such the Borrower Agent or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), two copies of whichever of the following is applicable:
(I) executed originals of IRS Form W-8BEN or IRS Internal Revenue Service Form W-8BEN-EE (or, as applicable, if applicable W-8BEN) claiming eligibility for benefits of an income tax treaty to which the United States is a party,
(II) executed originals of IRS Internal Revenue Service 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 G-1 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 Borrowers 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 that no interest payments under any Loan Document are effectively connected with such Foreign Lender’s conduct of a United States trade or business (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Internal Revenue Service Form W-8BEN or IRS Form W-8BEN-E, as applicableW-8IMY and all required supporting documentation,
(IV) 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 IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit G-3, 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 not a participating Lender) 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 G-4 on behalf of such direct and indirect partner(s), or
(V) executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal withholding Tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Borrowers or the Administrative Agent to determine the withholding or deduction required to be made.
(iii) Each Lender agrees that if any documentation it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such documentation promptly or promptly notify the Borrowers and the Administrative Agent in writing of its legal ineligibility to do so. Notwithstanding any other provision of this Section 3.01(e), no Lender shall be required to deliver any documentation such Lender is not legally eligible to deliver.
Appears in 1 contract
Samples: Credit Agreement (Key Tronic Corp)
Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Borrowers Borrower Agent and to the Administrative Agent, at the time or times prescribed by applicable Laws or when reasonably requested by the Borrowers Borrower Agent or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other information reasonably requested by the Borrowers or the Administrative Agent information as will permit the Borrowers Borrower Agent or the Administrative Agent, as the case may be, to determine (A) whether or not any 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 any all payments to be made to such Lender by any Borrower the Loan Parties pursuant to this Agreement or otherwise to establish such Lender’s status for withholding Tax tax purposes in the applicable jurisdiction includingjurisdiction. Notwithstanding anything to the contrary in the preceding sentence, the completion, execution and submission of such documentation (other than such documentation set forth in paragraphs (e)(ii)(A), (ii)(B)(I) to (IV) and (ii)(C) of this Section) 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 Borrower is resident for tax purposes in the avoidance United States,
(A) any Lender that is a “United States person” within the meaning of doubt, Section 7701(a)(30) of the Code shall deliver to the Borrower Agent and the Administrative Agent executed copies of Internal Revenue Service Form W-9 or such other documentation or information prescribed by applicable Laws or reasonably requested by the Borrower Agent or the Administrative Agent as will enable the Borrower Agent or the Administrative Agent Agent, as the case may be, to determine whether or not such Lender is subject to backup withholding or information reporting requirements.
(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 Borrowers 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 request of such Borrower or the Administrative Agent) two executed originals of IRS Form W-9; and
(B) each Foreign Lender that is entitled under the Code or any applicable treaty to an exemption from or reduction of withholding Tax tax with respect to any payments hereunder or under any other Loan Document shall deliver to the Borrowers Borrower Agent and the Administrative Agent, Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of such the Borrower Agent or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), two copies of whichever of the following is applicable:
(I) executed originals copies of IRS Form W-8BEN or IRS Internal Revenue Service Form W-8BEN-EE (or, as applicable, if applicable W-8BEN) claiming eligibility for benefits of an income tax treaty to which the United States is a party,
(II) executed originals copies of IRS Internal Revenue Service Form W-8ECI,
, (III) in the case executed copies 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 G-1 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 Borrowers 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 Internal Revenue Service Form W-8IMY and that no interest payments under any Loan Document are effectively connected with such Foreign Lender’s conduct of a United States trade or business (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicableall required supporting documentation,
(IV) 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 IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit G-3, 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 not a participating Lender) 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 G-4 on behalf of such direct and indirect partner(s), or
(V) executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal withholding Tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Borrowers or the Administrative Agent to determine the withholding or deduction required to be made.
(iii) Each Lender agrees that if any documentation it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such documentation promptly or promptly notify the Borrowers and the Administrative Agent in writing of its legal ineligibility to do so. Notwithstanding any other provision of this Section 3.01(e), no Lender shall be required to deliver any documentation such Lender is not legally eligible to deliver.
Appears in 1 contract
Samples: Credit Agreement (Roadrunner Transportation Systems, Inc.)
Status of Lenders; Tax Documentation. (i) Each Lender and L/C Issuer and the Administrative Agent shall deliver to the Borrowers Borrower and to the Administrative Agent, on or before the date on which it becomes a party to this Agreement, whenever a lapse in time or change in circumstances of such Person renders such documentation obsolete or inaccurate, at the time or times prescribed by applicable Laws or when reasonably requested by the Borrowers Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other information reasonably requested by the Borrowers or the Administrative Agent information as will permit the Borrowers Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not any 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 LenderPerson’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of any all payments to be made to such Lender Person by any the Borrower pursuant to this Agreement or otherwise to establish such LenderPerson’s status for withholding Tax purposes in the applicable jurisdiction including, for the avoidance of doubt, such other documentation as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirementsjurisdiction.
(ii) Without limiting the generality of the foregoing,
(A) any Lender Lender, L/C Issuer or Administrative Agent that is a “United States Personperson” within the meaning of Section 7701(a)(30) of the Code shall deliver to the Borrowers Borrower and the Administrative Agent on two properly completed and duly executed originals of Internal Revenue Service Form W-9 (or prior to any successor form) and/or such other documentation or information prescribed by applicable Laws or reasonably requested by the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of such Borrower or the Administrative Agent) two executed originals of IRS Form W-9Agent certifying to such Person’s exemption from United States federal backup withholding; and
(B) each Foreign Lender that is entitled under the Code or any applicable treaty to an exemption from or reduction of withholding Tax tax with respect to any payments hereunder or under any other Loan Document shall deliver to the Borrowers Borrower and the Administrative Agent, Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of such the Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), two copies of whichever of the following is applicable:
(I1) two properly completed and duly executed originals of IRS Internal Revenue Service Form W-8BEN or IRS Internal Revenue Service Form W-8BEN-E, as applicable, E (or any successor form) claiming eligibility for benefits of an income tax treaty to which the United States is a party,
(II2) two properly completed and duly executed originals of IRS Internal Revenue Service Form W-8ECIW-8ECI (or any successor form),
(III3) to the extent a Foreign Lender is not the beneficial owner, executed copies of Internal Revenue Service Form W-8IMY, accompanied by Internal Revenue Service Form W-8ECI, Internal Revenue Service Form W-8BEN, Internal Revenue Service Form W-8BEN-E or Internal Revenue Service Form W-9, and/or other certification documents from each beneficial owner; 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 certificate described in Section 3.01(e)(ii)(B)(4) on behalf of each such direct and indirect partner as applicable,
(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 substantially in the form of Exhibit G-1 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 Borrowers 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 that no interest payments under any Loan Document are effectively connected with such Foreign Lender’s conduct of a United States trade or business (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Internal Revenue Service Form W-8BEN or IRS Internal Revenue Service Form W-8BEN-E, as applicable,
(IV) 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 IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit G-3, 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 not a participating Lender) 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 G-4 on behalf of such direct and indirect partner(s), or
(V5) properly completed and duly 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 tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Borrowers Borrower or the Administrative Agent to determine the withholding or deduction required to be made.
(iii) Each Lender, L/C Issuer and Administrative Agent shall promptly (A) notify the Borrower and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (B) deliver to the Borrower and the Administrative Agent properly completed and updated and duly executed originals of any previously delivered form or certification (or any applicable successor form) on or before the date that any such form of certification expires or becomes obsolete or inaccurate and promptly after the occurrence of any event requiring a change in the most recent form previously delivered by it to the Borrower or the Administrative Agent unless such Person is not legally entitled to deliver such forms or certifications. Each Lender and L/C Issuer shall take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Person, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws of any jurisdiction that the Borrower or the Administrative Agent make any withholding or deduction for Taxes from amounts payable to such Lender or L/C Issuer; and
(iv) If a payment made to a Lender or L/C Issuer under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender or such L/C Issuer 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 or such L/C Issuer 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 or such L/C Issuer has complied with such Lender’s or such L/C Issuer’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (iv), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. Each Lender agrees that if any documentation form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such documentation promptly form or certification or promptly notify the Borrowers Borrower and the Administrative Agent in writing of its legal ineligibility inability to do so. Notwithstanding any other provision of this Section 3.01(e), no Lender shall be required to deliver any documentation such Lender is not legally eligible to deliver.
Appears in 1 contract
Samples: Revolving Credit Agreement (TJX Companies Inc /De/)
Status of Lenders; Tax Documentation. (i) Each Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Credit Document shall deliver to the Borrowers Borrower and to the Administrative Agent, at the time or times reasonably requested by the Borrowers or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other information reasonably requested by the Borrowers or the Administrative Agent as will permit the Borrowers or the Administrative Agent, as the case may be, to determine (A) whether or not any 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 any payments to be made to such Lender by any Borrower pursuant to this Agreement or otherwise to establish such Lender’s status for withholding Tax purposes in the applicable jurisdiction including, for the avoidance of doubt, such other documentation 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.68
(ii) Without limiting the generality of the foregoing,
, in the event that the Borrower is a U.S. Person, (A) any Lender that is a “United States Person” within the meaning of Section 7701(a)(30) of the Code U.S. Person shall deliver to the Borrowers 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 such the Borrower or the Administrative Agent) two ), executed originals of IRS Form W-9W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax; and
(B) each any Foreign Lender that shall, to the extent it is legally entitled under the Code or any applicable treaty to an exemption from or reduction of withholding Tax with respect to any payments hereunder or under any other Loan Document shall do so, deliver to the Borrowers Borrower and the Administrative Agent, Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of such the Borrower or the Administrative Agent), two copies of whichever of the following is applicable:
: (Ii) executed originals in the case of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, a Foreign Lender claiming eligibility for the benefits of an income tax treaty to which the United States is a party,
party (IIx) with respect to payments of interest under any Credit Document, executed originals of IRS Form W-8BEN or W-8BEN-E, as applicable (or any successor form) 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 or W-8BEN-E, as applicable (or any successor form) 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,
; (IIIiii) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section Section 881(c) of the Internal Revenue Code, (x) a certificate substantially in the form of Exhibit G-1 3.3-1 to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section Section 881(c)(3)(A) of the Internal Revenue Code, (B) a “10 percent shareholder” of the Borrowers Borrower within the meaning of section 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 that no interest payments under any Loan Document are effectively connected with such Foreign Lender’s conduct of a United States trade or business (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable,
(IV) 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 IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit G-3, 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 not a participating Lender) 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 G-4 on behalf of such direct and indirect partner(s), or
(V) executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal withholding Tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Borrowers or the Administrative Agent to determine the withholding or deduction required to be made.
(iii) Each Lender agrees that if any documentation it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such documentation promptly or promptly notify the Borrowers and the Administrative Agent in writing of its legal ineligibility to do so. Notwithstanding any other provision of this Section 3.01(e), no Lender shall be required to deliver any documentation such Lender is not legally eligible to deliver.69
Appears in 1 contract
Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Borrowers Borrower and to the Administrative Agent, at the time or times prescribed by applicable Laws or when reasonably requested by the Borrowers Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other information reasonably requested by the Borrowers or the Administrative Agent information as will permit the Borrowers Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not any payments made by the respective Borrower 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 any all payments to be made to such Lender by any the respective Borrower pursuant to this Agreement or otherwise to establish such Lender’s status for withholding Tax tax purposes in the applicable jurisdiction includingjurisdictions.
(ii) Without limiting the generality of the foregoing, if the Borrower is resident for tax purposes in the avoidance United States,
(A) any Lender that is a “United States person” within the meaning of doubt, Section 7701(a)(30) of the Code shall deliver to the Borrower and the 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 the Administrative Agent as will enable the Borrower or the Administrative Agent Agent, as the case may be, to determine whether or not such Lender is subject to backup withholding or information reporting requirements.
(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 Borrowers 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 request of such Borrower or the Administrative Agent) two executed originals of IRS Form W-9; and
(B) each Each Foreign Lender that is entitled under the Code or any applicable treaty to an exemption from or reduction of withholding Tax tax with respect to any payments hereunder or under any other Loan Document shall deliver to the Borrowers Borrower and the Administrative Agent, Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of such the Borrower on behalf of the Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), two copies of whichever of the following is applicable:
(I) executed originals of IRS Internal Revenue Service Form W-8BEN or IRS Form W-8BEN-E, as applicable, claiming eligibility for benefits of an income tax treaty to which the United States is a party,
(II) executed originals of IRS Internal Revenue Service 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 G-1 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 Borrowers 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 that no interest payments under any Loan Document are effectively connected with such Foreign Lender’s conduct of a United States trade or business (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Internal Revenue Service Form W-8BEN or IRS Form W-8BEN-E, as applicableW-8IMY and all required supporting documentation,
(IV) 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 IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit G-3, 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 not a participating Lender) 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 G-4 on behalf of such direct and indirect partner(s), or
(V) executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal withholding Tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Borrowers or the Administrative Agent to determine the withholding or deduction required to be made.
(iii) Each Lender agrees that if any documentation it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such documentation promptly or promptly notify the Borrowers and the Administrative Agent in writing of its legal ineligibility to do so. Notwithstanding any other provision of this Section 3.01(e), no Lender shall be required to deliver any documentation such Lender is not legally eligible to deliver.
Appears in 1 contract
Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Borrowers and to the Administrative Agent, on or prior to the Closing Date and otherwise at the time or times prescribed by applicable Laws or when reasonably requested by the Borrowers or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other information reasonably requested by the Borrowers or the Administrative Agent information as will permit the Borrowers or the Administrative Agent, as the case may be, to determine (A) whether or not any 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 any all payments to be made to such Lender by any Borrower the Borrowers pursuant to this Agreement or otherwise to establish such Lender’s status for withholding Tax tax purposes in the applicable jurisdiction including, for the avoidance of doubt, such other documentation as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirementsjurisdiction.
(ii) Without limiting the generality of the foregoing, if either Borrower is resident for tax purposes in the United States,
(A) any Lender that is a “United States Personperson” within the meaning of Section 7701(a)(30) of the Code shall deliver to the Borrowers and the Administrative Agent on executed originals of Internal Revenue Service Form W-9 or prior to such other documentation or information prescribed by applicable Laws or reasonably requested by the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon Borrowers or the request of such Borrower Administrative Agent as will enable the Borrowers or the Administrative Agent) two executed originals of IRS Form W-9, 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 tax with respect to any payments hereunder or under any other Loan Document shall deliver to the Borrowers and the Administrative Agent, Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of such Borrower the Borrowers or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), two copies of whichever of the following is applicable:
(I) executed originals of IRS Internal Revenue Service Form W-8BEN or IRS Form W-8BEN-E, as applicable, claiming eligibility for benefits of an income tax treaty to which the United States is a party,
(II) executed originals of IRS Internal Revenue Service Form W-8ECI,
(III) executed originals of Internal Revenue Service Form W-8IMY and all required supporting documentation,
(IV) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit G-1 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 Borrowers a 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 that no interest payments under any Loan Document are effectively connected with such Foreign Lender’s conduct of a United States trade or business (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN or IRS Internal Revenue Service Form W-8BEN-E, as applicable,
(IV) 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 IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit G-3, 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 not a participating Lender) 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 G-4 on behalf of such direct and indirect partner(s), or
(V) 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 tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Borrowers or the Administrative Agent to determine the withholding or deduction required to be made.
(iii) Each Lender agrees that if any documentation it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such documentation promptly or promptly (A) notify the Borrowers and the Administrative Agent of any change in writing circumstances which would modify or render invalid any claimed exemption or reduction, 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 legal ineligibility Lending Office) to do so. Notwithstanding avoid any other provision requirement of this Section 3.01(e), no Lender shall be required applicable Laws of any jurisdiction that the Borrowers or the Administrative Agent make any withholding or deduction for taxes from amounts payable to deliver any documentation such Lender is not legally eligible to deliverLender.
Appears in 1 contract
Status of Lenders; Tax Documentation. (i) Each Lender and the Administrative Agent shall deliver to the Borrowers applicable Borrower, Parent and to the Administrative AgentAgent (if applicable), at the time or times if reasonably requested by the Borrowers such Borrower, Parent or the Administrative AgentAgent in writing, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other information reasonably requested by the Borrowers or the Administrative Agent information as will permit the Borrowers applicable Borrower, Parent or the Administrative Agent, as the case may be, to determine (A) whether or not any payments made by the Loan Parties hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) the entitlement of such Lender’s entitlement Lender or the Administrative Agent to any available exemption from, or reduction of, applicable Taxes in respect of any all payments to be made to such Lender Person by any Borrower the Loan Parties pursuant to this Agreement or otherwise to establish such LenderPerson’s status for withholding Tax tax purposes in the applicable jurisdiction includingjurisdictions. Notwithstanding anything to the contrary in this Section 3.01(e), for the avoidance completion, execution and submission of doubtthe documentation referred to in this Section 3.01(e)(i) shall not be required if in such Lender’s judgment such completion, such other documentation as will enable the Borrower execution or the Administrative Agent to determine whether or not submission would subject such Lender is subject to backup withholding any material unreimbursed cost or information reporting requirementsexpense or materially prejudice the legal or commercial position of such Lender.
(ii) Without limiting the generality of the foregoing, in the case of US Borrower,
(A) any Lender or Administrative Agent that is a “United States Personperson” within the meaning of Section 7701(a)(30) of the Code shall deliver to the Borrowers and the Administrative Agent shall, on or prior to the date on which such Lender it becomes a Lender under party to this Agreement (and from time to time thereafter upon the request expiration, obsolescence or invalidity of any form, documentation or information previously delivered pursuant to this clause (A)), deliver to the US Borrower and the Administrative Agent two properly completed and executed originals of Internal Revenue Service Form W-9 or such other documentation or information prescribed by applicable Laws or reasonably requested by the US Borrower or the Administrative Agent) two executed originals of IRS Form W-9Agent as will establish its exemption from backup withholding; and
(B) each Foreign Lender that is entitled under the Code or any applicable treaty to an exemption from or reduction of withholding Tax tax with respect to any payments hereunder or under any other Loan Document shall deliver to the Borrowers US Borrower and the Administrative Agent, Agent on or prior to the date on which such Foreign Lender becomes a Foreign Lender under this Agreement (and from time to time thereafter upon the expiration, obsolescence or invalidity of any form, documentation or information previously delivered pursuant to this clause (B), or upon the request of such the US Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), two copies of whichever of the following is applicable:
(I) properly completed and executed originals of IRS Internal Revenue Service Form W-8BEN (or IRS Form W-8BEN-E, as applicable, successor form) claiming eligibility for benefits of an income tax treaty to which the United States is a party,
(II) properly completed and executed originals of IRS Internal Revenue Service Form W-8ECIW-8ECI or W-8EXP (or successor form),
(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 G-1 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 Borrowers 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 that no interest payments under any Loan Document are effectively connected with such Foreign Lender’s conduct of a United States trade or business (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable,
(IV) to the extent a Foreign Lender is not the beneficial ownerowner of such payments, properly completed and executed originals of IRS Form W-8IMYW-8IMY (or successor form), accompanied by IRS Form W-8ECI, IRS Form W-8BEN or IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit G-3and all required supporting documentation, 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 not a participating Lender) for U.S. federal income tax purposes and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide certification documents on behalf of each such direct and indirect partner,
(IV) in the case of a U.S. Tax Compliance Certificate 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 G-4 on behalf X-0, X-0, X-0 xx X-0, as applicable, and (y) properly completed and executed originals of such direct and indirect partner(sInternal Revenue Service Form W-8BEN (or successor form), or
(V) properly completed and executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal federal withholding Tax tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Borrowers U.S. Borrower or the Administrative Agent to determine the withholding or deduction required to be made.
(iii) Each Lender agrees that if any documentation it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such documentation promptly or promptly notify the Borrowers and the Administrative Agent shall promptly (A) notify the applicable Borrower, Parent and the Administrative Agent (if applicable) of any change in writing circumstances which would modify or render invalid any claimed exemption or reduction, and (B) in the case of the US Borrower, take such steps as shall not be disadvantageous to it, in the reasonable judgment of such Person, and as may be reasonably necessary (including, in the case of any Lender, the re-designation of its legal ineligibility Lending Office) to do so. Notwithstanding avoid any other provision requirement of this Section 3.01(e)applicable Laws of any jurisdiction that any Loan Party or the Administrative Agent make any withholding or deduction for taxes from amounts payable to such Person.
(iv) The applicable Borrower shall promptly deliver to the Administrative Agent or any Lender, no as the Administrative Agent or such Lender shall be reasonably request in writing, in a timely fashion after the Effective Date, such documents and forms required by any relevant taxing authorities under the Laws of any jurisdiction, duly executed and completed by such Borrower, as are required to deliver any documentation be furnished by such Lender is not legally eligible or the Administrative Agent under such Laws in connection with any payment by the Administrative Agent or any Lender of Taxes or Other Taxes, or otherwise in connection with the Loan Documents, with respect to deliversuch jurisdiction.
Appears in 1 contract
Status of Lenders; Tax Documentation. (i) Each Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrowers and to the Administrative Agent, at the time or times reasonably requested by the Borrowers or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other information reasonably requested by the Borrowers or the Administrative Agent as will permit the Borrowers or the Administrative Agent, as the case may be, to determine (A) whether or not any 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 any payments to be made to such Lender by any Borrower pursuant to this Agreement or otherwise to establish such Lender’s status for withholding Tax purposes in the applicable jurisdiction including, for the avoidance of doubt, such other documentation 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.86
(ii) Without limiting the generality of the foregoing,
, in the event that the Borrower is a U.S. Person, (A) any Lender that is a “United States Person” within the meaning of Section 7701(a)(30) of the Code U.S. Person shall deliver to the Borrowers 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 such the Borrower or the Administrative Agent) two ), executed originals copies of IRS Form W-9W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax; and
(B) each any Foreign Lender that shall, to the extent it is legally entitled under the Code or any applicable treaty to an exemption from or reduction of withholding Tax with respect to any payments hereunder or under any other Loan Document shall do so, deliver to the Borrowers Borrower and the Administrative Agent, Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of such the Borrower or the Administrative Agent), two copies of whichever of the following is applicable:
: (I) executed originals in the case of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, a Foreign Lender claiming eligibility for the benefits of an income tax treaty to which the United States is a party,
party (x) with respect to payments of interest under any Loan Document, executed copies of IRS Form W-8BEN-E (or W-8BEN, as applicable) 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-E (or W-8BEN, as applicable) 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 copies of IRS Form W-8ECI,
; (III) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit G-1 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 Borrowers 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 that no interest payments under any Loan Document are effectively connected with such Foreign Lender’s conduct of a United States trade or business (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable,
(IV) 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 IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit G-3, 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 not a participating Lender) 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 G-4 on behalf of such direct and indirect partner(s), or
(V) executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal withholding Tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Borrowers or the Administrative Agent to determine the withholding or deduction required to be made.87
(iii) Each Lender agrees that if any documentation form or certification it previously delivered pursuant to this Section 3.01 expires or becomes obsolete or inaccurate in any respect, it shall update such documentation promptly or promptly notify the Borrowers and the Administrative Agent in writing of its legal ineligibility to do so. Notwithstanding any other provision of this Section 3.01(e), no Lender shall be required to deliver any documentation such Lender is not legally eligible to deliver.88
Appears in 1 contract
Samples: Credit Agreement (Safehold Inc.)
