Status of Recipients. (i) Any Recipient that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Transaction Document shall deliver to the Borrower, the Paying Agent and the related Funding Agent, at the time or times reasonably requested by the Borrower, the Paying Agent or such Funding Agent, such properly completed and executed documentation reasonably requested by the Borrower, the Paying Agent or such Funding Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Recipient, if reasonably requested by the Borrower, the Paying Agent or the related Funding Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested by the Borrower, the Paying Agent or such Funding Agent as will enable the Borrower, the Paying Agent or such Funding Agent to determine whether or not such Recipient 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 clauses (ii)(a), (ii)(b) and (ii)(d) below) shall not be required if in the Recipient’s reasonable judgment such completion, execution or submission would subject such Recipient to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Recipient.
Appears in 13 contracts
Samples: Credit Agreement (Sunnova Energy International Inc.), Credit Agreement (Sunnova Energy International Inc.), Credit Agreement (Sunnova Energy International Inc.)
Status of Recipients. (i) Any Recipient Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Transaction Loan Document shall deliver to the Borrower, the Paying Agent Borrower and the related Funding Agent, at the time or times reasonably requested by the Borrower, Borrower or the Paying Agent or such Funding Agent, such properly completed and executed documentation reasonably requested by the Borrower, Borrower or the Paying Agent or such Funding Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any RecipientLender, if reasonably requested by the Borrower, the Paying Agent Borrower or the related Funding Agent, shall deliver such other documentation prescribed by applicable Law law or reasonably requested by the Borrower, Borrower or the Paying Agent or such Funding Agent as will enable the Borrower, Borrower or the Paying Agent or such Funding Agent to determine whether or not such Recipient 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 by any Lender (other than such documentation set forth in clauses (ii)(aSections 2.14(f)(ii)(A), (ii)(bii)(B) and (ii)(dii)(D) below) shall not be required if in the RecipientLender’s reasonable judgment such completion, execution or submission would subject such Recipient Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such RecipientLender.
Appears in 11 contracts
Samples: Credit Agreement (Science Applications International Corp), Credit Agreement (Science Applications International Corp), Second Amendment (Science Applications International Corp)
Status of Recipients. (i) Any Recipient that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Transaction Document shall deliver to the Borrower, the Paying Agent Borrower and the related Funding Administrative Agent, at the time or times reasonably requested by the Borrower, Borrower or the Paying Agent or such Funding Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower, Borrower or the Paying Agent or such Funding Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Recipient, if reasonably requested by the Borrower, the Paying Agent Borrower or the related Funding Administrative Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested by the Borrower, Borrower or the Paying Agent or such Funding Administrative Agent as will enable the Borrower, Borrower or the Paying Agent or such Funding Administrative Agent to determine whether or not such Recipient 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 clauses (ii)(aSections 2.15(g)(ii)(A), (ii)(bii)(B) and (ii)(dii)(D) below) shall not be required if in the Recipient’s reasonable judgment such completion, execution or submission would subject such Recipient to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Recipient.
Appears in 6 contracts
Samples: Credit Agreement (Home Point Capital Inc.), Credit Agreement (Home Point Capital Inc.), Credit Agreement (Home Point Capital Inc.)
Status of Recipients. (i) Any Recipient that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Transaction Document shall deliver to the Borrower, the Paying Agent and the related Funding Agent, at the time or times reasonably requested by the Borrower, the Paying Agent or such Funding Agent, such properly completed and executed documentation reasonably requested by the Borrower, the Paying Agent or such Funding Agent as will permit such payments to be made [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause harm to the company if publicly disclosed. without withholding or at a reduced rate of withholding. In addition, any Recipient, if reasonably requested by the Borrower, the Paying Agent or the related Funding Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested by the Borrower, the Paying Agent or such Funding Agent as will enable the Borrower, the Paying Agent or such Funding Agent to determine whether or not such Recipient 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 clauses (ii)(a), (ii)(b) and (ii)(d) below) shall not be required if in the Recipient’s reasonable judgment such completion, execution or submission would subject such Recipient to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Recipient.
Appears in 3 contracts
Samples: Credit Agreement (Sunnova Energy International Inc.), Credit Agreement (Sunnova Energy International Inc.), Credit Agreement (Sunnova Energy International Inc.)
Status of Recipients. (i) Any Recipient that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Transaction Loan Document shall deliver to the BorrowerBorrower Representative and, in the case of a Lender, the Paying Agent and the related Funding Administrative Agent, at the time or times reasonably requested by the Borrower, Borrower Representative or the Paying Agent or such Funding Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower, Borrower Representative or the Paying Agent or such Funding Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Recipient, if reasonably requested by the Borrower, the Paying Agent Borrower Representative or the related Funding Administrative Agent, shall deliver such other documentation prescribed by applicable Law law or reasonably requested by the Borrower, Borrower Representative or the Paying Agent or such Funding Administrative Agent as will enable the Borrower, Borrowers or the Paying Agent or such Funding Administrative Agent to determine whether or not such Recipient is subject to backup any applicable 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 clauses (ii)(aSection 2.17(f)(ii)(A), (ii)(bii)(B), (ii)(C), (ii)(D) and (ii)(diii) below) shall not be required if in the RecipientLender’s reasonable judgment such completion, execution or submission would subject such Recipient Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such RecipientLender.
Appears in 3 contracts
Samples: Credit Agreement (Rti Surgical, Inc.), Credit Agreement (Sagent Pharmaceuticals, Inc.), Credit Agreement (Sagent Pharmaceuticals, Inc.)
Status of Recipients. (i) Any Recipient Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Transaction Loan Document shall deliver to the Borrower, the Paying Agent Borrower and the related Funding Agent, at the time or times reasonably requested by the Borrower, Borrower or the Paying Agent or such Funding Agent, such properly completed and executed documentation reasonably requested by the Borrower, Borrower or the Paying Agent or such Funding Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any RecipientLender, if reasonably requested by the Borrower, the Paying Agent Borrower or the related Funding Agent, shall deliver such other documentation prescribed by applicable Law law or reasonably requested by the Borrower, Borrower or the Paying Agent or such Funding Agent as will enable the Borrower, Borrower or the Paying Agent or such Funding Agent to determine whether or not such Recipient 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 by any Lender (other than such documentation set forth in clauses Section 2.14(f) (ii)(aii)(A), (ii)(bii)(B) and (ii)(dii)(E) below) shall not be required if in the RecipientLender’s reasonable judgment such completion, execution or submission would subject such Recipient Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such RecipientLender.
Appears in 2 contracts
Samples: Credit Agreement (SAIC Gemini, Inc.), Credit Agreement (Science Applications International Corp)
Status of Recipients. (i) Any Recipient that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Transaction Document shall deliver to the Borrower, the Paying Agent and the related Funding Agent, at the time or times reasonably requested by the Borrower, the Paying Agent or such Funding Agent, such properly completed and executed documentation reasonably requested by the Borrower, the Paying Agent or such Funding Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Recipient, if reasonably requested by the Borrower, the Paying Agent or the related Funding Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested by the Borrower, the Paying Agent or such Funding Agent as will enable the Borrower, the Paying Agent or such Funding Agent to determine whether or not such Recipient 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 clauses (ii)(a), (ii)(b) and (ii)(d) below) shall not be required if in the Recipient’s reasonable judgment such completion, execution or submission would subject such Recipient to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Recipient.
Appears in 2 contracts
Samples: Credit Agreement (Sunnova Energy International Inc.), Credit Agreement (Sunnova Energy International Inc.)
Status of Recipients. (i) Any Recipient that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Transaction Document shall deliver to the Borrower, the Paying Agent and the related Funding Agent, at the time or times reasonably requested by the Borrower, the Paying Agent or such Funding Agent, such properly 109090915.7 -17- [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause harm to the company if publicly disclosed. completed and executed documentation reasonably requested by the Borrower, the Paying Agent or such Funding Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Recipient, if reasonably requested by the Borrower, the Paying Agent or the related Funding Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested by the Borrower, the Paying Agent or such Funding Agent as will enable the Borrower, the Paying Agent or such Funding Agent to determine whether or not such Recipient 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 clauses (ii)(a), (ii)(b) and (ii)(d) below) shall not be required if in the Recipient’s reasonable judgment such completion, execution or submission would subject such Recipient to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Recipient.
Appears in 1 contract
Samples: Credit Agreement (Sunnova Energy International Inc.)
Status of Recipients. (i) Any Recipient that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Transaction Document shall deliver to the Borrower, the Paying Agent and the related Funding Facility Agent, at the time or times reasonably requested by the Borrower, the Paying Agent or such Funding the Facility Agent, such properly completed and executed documentation reasonably requested by the Borrower, the Paying Agent or such Funding the Facility Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Recipient, if reasonably requested by the Borrower, the Paying Agent or the related Funding Facility Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested by the Borrower, the Paying Agent or such Funding the Facility Agent as will enable the Borrower, the Paying Agent or such Funding the Facility Agent to determine whether or not such Recipient 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 clauses (ii)(a), (ii)(b) and (ii)(d) below) shall not be required if in the Recipient’s reasonable judgment such completion, execution or submission would subject such Recipient to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Recipient.
Appears in 1 contract
Status of Recipients. (iiii) Any Recipient that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Transaction Document shall deliver to the Borrower, the Paying Agent and the related Funding Agent, at the time or times reasonably requested by the Borrower, the Paying Agent or such Funding Agent, such properly completed and executed documentation reasonably requested by the Borrower, the Paying Agent or such Funding Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Recipient, if reasonably requested by the Borrower, the Paying Agent or the related Funding Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested by the Borrower, the Paying Agent or such Funding Agent as will enable the Borrower, the Paying Agent or such Funding Agent to determine whether or not such Recipient 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 clauses (ii)(a), (ii)(b) and (ii)(d) below) shall not be required if in the Recipient’s reasonable judgment such completion, execution or submission would subject such Recipient to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Recipient.
Appears in 1 contract
Samples: Credit Agreement (Sunnova Energy International Inc.)
Status of Recipients. (i) Any Recipient that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Transaction Document shall deliver to the Borrower, the Paying Agent and the related Funding Agent, at the time or times reasonably requested by the Borrower, the Paying Agent or such Funding Agent, such properly completed and executed documentation reasonably requested by the Borrower, the Paying Agent or such Funding Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Recipient, if reasonably requested by the Borrower, the Paying Agent or the related Funding Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested by the Borrower, the Paying Agent or such Funding Agent as will enable the Borrower, the Paying Agent or such Funding Agent to determine whether or not such Recipient 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 clauses (ii)(a), (ii)(b) and (ii)(d) below) shall not be required if in the Recipient’s reasonable judgment such completion, execution or submission would subject such [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the company if publicly disclosed. Recipient to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Recipient.
Appears in 1 contract
Samples: Credit Agreement (Sunnova Energy International Inc.)
Status of Recipients. (i) Any Recipient Lender (upon becoming a Lender hereunder, including, for the avoidance of doubt, as a result of participation described in Section 10.8(D) or an assignment described in Section 10.8(C), provided that documentation required pursuant to this Section 2.17(G) from participants shall be provided to the participating Lender) that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Transaction Document shall deliver to the Borrower, the Paying Agent and the related Funding Facility Agent, at the time or times reasonably requested by the Borrower, the Paying Agent or such Funding the Facility Agent, such properly completed and executed documentation reasonably requested by the Borrower, the Paying Agent or such Funding the Facility Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any RecipientLender, if reasonably requested by the Borrower, the Paying Agent or the related Funding Facility Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested by the Borrower, the Paying Agent or such Funding the Facility Agent as will enable the Borrower, the Paying Agent or such Funding the Facility Agent to determine whether or not such Recipient 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 clauses (ii)(a), (ii)(b) and (ii)(d) below) shall not be required if in the Recipient’s reasonable judgment such completion, execution or submission would subject such Recipient to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Recipient.
Appears in 1 contract
Status of Recipients. (i) Any Recipient that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Transaction Document shall deliver to the Borrower, the Paying Agent and the related Funding Agent, at the time or times reasonably requested by the Borrower, the Paying Agent or such Funding Agent, such properly completed and executed documentation reasonably requested by the Borrower, the Paying Agent or such Funding Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Recipient, if reasonably requested by the Borrower, the Paying Agent or the related Funding Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested by the Borrower, the Paying Agent or such Funding Agent as will enable the Borrower, the Paying Agent or such Funding Agent to determine whether or not such Recipient 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 clauses (ii)(a), (ii)(b) and (ii)(d) below) shall not be required if in the Recipient’s reasonable judgment such completion, execution or submission would subject such Recipient to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Recipient. [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause harm to the company if publicly disclosed.
Appears in 1 contract
Samples: Management Agreement (Sunnova Energy International Inc.)
Status of Recipients. (i) Any Recipient Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Transaction Loan Document shall deliver to the Borrower, the Paying Agent Borrower Representative and the related Funding Applicable Administrative Agent, at the time or times reasonably requested by the Borrower, Borrower Representative or the Paying Agent or such Funding Applicable Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower, Borrower Representative or the Paying Agent or such Funding Applicable Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any RecipientLender, if reasonably requested by the Borrower, the Paying Agent Borrower Representative or the related Funding Applicable Administrative Agent, shall deliver such other documentation prescribed by applicable Law law or reasonably requested by the Borrower, Borrower Representative or the Paying Agent or such Funding Applicable Administrative Agent as will enable the Borrower, Borrower Representative or the Paying Agent or such Funding Applicable Administrative Agent to determine whether or not such Recipient 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 clauses (ii)(aSection 2.17(e)(ii)(A), (ii)(bii)(B) and (ii)(dii)(D) below) shall not be required if in the RecipientLender’s reasonable judgment such completion, execution or submission would subject such Recipient Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such RecipientLender.
Appears in 1 contract
Samples: Senior Secured (Tailored Brands Inc)
Status of Recipients. (i) Any Recipient that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Transaction Document shall deliver to the Borrower, the Paying Agent and the related Funding Agent, at the time or times reasonably requested by the Borrower, the Paying Agent or such Funding Agent, such properly completed and executed documentation reasonably requested by the Borrower, the Paying Agent or such Funding Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Recipient, if reasonably requested by the Borrower, the Paying Agent or the related Funding Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested by the Borrower, the Paying Agent or such Funding Agent as will enable the Borrower, the Paying Agent or such Funding Agent to determine whether or not such Recipient 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 clauses (ii)(a), (ii)(b) and (ii)(d) below) shall not be required if in the Recipient’s reasonable judgment such completion, execution or submission would subject such Recipient to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Recipient. [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the company if publicly disclosed.
Appears in 1 contract
Samples: Credit Agreement (Sunnova Energy International Inc.)