Tax Forms. Each Lender shall, at such times as are reasonably requested by the Borrower or the Administrative Agent, provide the Borrower and the Administrative Agent with any properly completed and executed documentation prescribed by any Requirement of Law or reasonably requested by the Borrower or the Administrative Agent certifying as to any entitlement of such Lender to an exemption from, or reduction in, any withholding Tax with respect to any payments to be made to such Lender under any Loan Document. Each such Lender shall, whenever a lapse in time or change in circumstances renders any such documentation (including any specific documentation required below in this Section 2.16(e)) obsolete, expired, invalid or inaccurate in any respect, deliver promptly to the Borrower and the Administrative Agent updated or other appropriate documentation (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 do so. Without limiting the generality of the foregoing: (1) Each U.S. Lender shall deliver to the Borrower and the Administrative Agent on or before the date on which it becomes a party to this Agreement two properly completed and duly signed original copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding. (2) Each Non-U.S. Lender shall deliver to the Borrower and the Administrative Agent on or before the date on which it becomes a party to this Agreement (and from time to time thereafter upon the request of the Borrower or the Administrative Agent) whichever of the following is applicable: (A) two properly completed and duly signed original copies of IRS Form W-8BEN (or any successor forms) claiming eligibility for the benefits of an income tax treaty to which the United States is a party, and such other documentation as required under the Code, (B) two properly completed and duly signed original copies of IRS Form W-8ECI (or any successor forms), (C) in the case of a Non-U.S. Lender claiming the benefits of the exemption for portfolio interest under Section 871(h) or Section 881(c) of the Code, (A) two properly completed and duly signed certificates (any such certificate, a “United States Tax Compliance Certificate”) and (B) two properly completed and duly signed original copies of IRS Form W-8BEN (or any successor forms), (D) to the extent a Non-U.S. Lender is not the beneficial owner (for example, where the Non-U.S. Lender is a partnership or a participating Lender), two properly completed and duly signed original copies of IRS Form W-8IMY (or any successor forms) of the Non-U.S. Lender, accompanied by a Form W-8ECI, W-8BEN, United States Tax Compliance Certificate, Form W-9, Form W-8IMY or any other required information (or any successor forms) from each beneficial owner that would be required under this Section 2.16(e) if such beneficial owner were a Lender, as applicable (provided that if the Non-U.S. Lender is a partnership and not a participating Lender, and one or more beneficial owners are claiming the portfolio interest exemption, the United States Tax Compliance Certificate may be provided by such Non-U.S. Lender on behalf of such beneficial owners), or (E) two properly completed and duly signed original copies of any other form prescribed by applicable U.S. federal income tax laws as a basis for claiming a complete exemption from, or a reduction in, United States federal withholding tax on any payments to such Lender under the Loan Documents. (3) 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 Code, as applicable), such Lender shall deliver to Borrower and the Administrative Agent 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 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, to determine whether such Lender has or has not complied with such Lender’s obligations under FATCA and, if necessary, to determine the amount to deduct and withhold from such payment. Notwithstanding any other provision of this clause (e), a Lender shall not be required to deliver any documentation that such Lender is not legally eligible to deliver.
Appears in 1 contract
Samples: Credit Agreement (HMS Holdings Corp)
Tax Forms. Each (a) Any Lender shallthat is entitled to an exemption from, or reduction of, any applicable withholding tax with respect to any payments under this Agreement shall deliver to the Borrower and the Administrative Agent, at such the time or times as are reasonably requested by the Borrower or the Administrative Agent, provide the Borrower and the Administrative Agent with any such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without, or at a reduced rate of, withholding. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by any Requirement of Law or reasonably requested by the Borrower or the Administrative Agent certifying as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to any entitlement withholding (including backup withholding) or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such Lender to an exemption from, or reduction in, any withholding Tax with respect to any payments to be made to such Lender under any Loan Document. Each such Lender shall, whenever a lapse in time or change in circumstances renders any such documentation (including any specific other than such documentation set forth in clauses (i) through (v) of paragraph (b) below) shall not be required below if in this Section 2.16(e)) obsoletethe Lender’s judgment, expiredsuch completion, invalid execution or inaccurate in any respect, deliver promptly to submission would materially prejudice the Borrower and legal or commercial position of such Lender. Upon the Administrative Agent updated or other appropriate documentation (including any new documentation reasonably requested by reasonable request of the Borrower or the Administrative Agent, any Lender shall update any form or certification previously delivered pursuant to this Section 10.15. If any form or certification previously delivered pursuant to this Section 10.15 expires or becomes obsolete or inaccurate in any respect with respect to a Lender, such Lender shall promptly (and in any event within 10 days after such expiration, obsolescence or inaccuracy) or promptly notify the Borrower and the Administrative Agent in writing of its inability such expiration, obsolescence or inaccuracy and update the form or certification if such Lender is legally eligible to do so. Notwithstanding any other provision of this paragraph, a Lender shall not be required to deliver any form pursuant to this paragraph that it is not legally able to deliver.
(b) Without limiting the generality of the foregoing:
(1) Each U.S. , each Lender shall shall, if it is legally eligible to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as is reasonably requested by the Borrower and the Administrative Agent) on or before prior to the date on which it such Lender becomes a party to this Agreement two properly hereto, duly completed and duly signed original executed copies of whichever of the following is applicable:
(i) in the case of a Lender that is a U.S. Person, IRS Form W-9 W−9 certifying that such Lender is exempt from U.S. federal backup withholding.withholding tax;
(2ii) Each Non-U.S. in the case of a Foreign Lender shall deliver to the Borrower and the Administrative Agent on or before the date on which it becomes a party to this Agreement (and from time to time thereafter upon the request of the Borrower or the Administrative Agent) whichever of the following is applicable:
(A) two properly completed and duly signed original copies of IRS Form W-8BEN (or any successor forms) claiming eligibility for the benefits of an income tax treaty to which the United States is a partyparty (1) with respect to payments of interest under this Agreement, IRS Form W-8BEN or 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 (2) with respect to any other applicable payments under this Agreement, IRS Form W-8BEN or W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding tax pursuant to the “business profits” or “other income” article of such other documentation as required under the Code,tax treaty;
(B) two properly completed and duly signed original copies of IRS Form W-8ECI (or any successor forms),
(Ciii) in the case of a Non-U.S. Foreign Lender for whom 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-8ECI;
(iv) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 871(h) or Section 881(c) of the Code, both (A1) two properly completed IRS Form W-8BEN or W-8BEN-E and duly signed certificates (any such certificate2) a certificate substantially in the form of Exhibit K-1, Exhibit K-2, Exhibit K-3 or Exhibit K-4 (each, a “United States U.S. Tax Compliance Certificate”), as applicable, to the effect that such Lender is not (x) and a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (By) two properly completed and duly signed original copies a “10-percent shareholder” of IRS Form W-8BEN the Borrower within the meaning of Section 871(h)(3)(B) of the Code or (or any successor forms),z) a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code;
(Dv) to in the extent case of a Non-U.S. Foreign Lender that is not the beneficial owner of payments made under this Agreement (for example, where the Non-U.S. Lender is including a partnership or a participating Lender), two properly completed and duly signed original copies of (1) an IRS Form W-8IMY on behalf of itself and (or any successor forms2) the relevant forms prescribed in clauses (i), (ii), (iii), (iv) and (v) of the Non-U.S. Lender, accompanied by a Form W-8ECI, W-8BEN, United States Tax Compliance Certificate, Form W-9, Form W-8IMY or any other required information this paragraph (or any successor formsb) from each beneficial owner that would be required under this Section 2.16(e) of each such beneficial owner or partner of such partnership if such beneficial owner or partner were a Lender, as applicable (; provided that if the Non-U.S. such Lender is a partnership and not a participating Lender, and one or more beneficial owners of its direct or indirect partners are claiming the exemption for portfolio interest exemptionunder Section 881(c) of the Code, the United States such Lender may provide a U.S. Tax Compliance Certificate may be provided by such Non-U.S. Lender on behalf of such beneficial owners), partners; or
(Evi) two properly completed and duly signed original copies of any other form prescribed by applicable U.S. federal income tax laws law as a basis for claiming a complete an exemption from, or a reduction inof, United States U.S. federal withholding tax on any payments tax, together with such supplementary documentation as shall be necessary to such Lender under enable the Loan DocumentsBorrower or the Administrative Agent to determine the amount of Tax (if any) required by law to be withheld.
(3c) If a payment made to a Lender under any Loan Document this Agreement 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 Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to Borrower and the Administrative Agent Withholding Agent, at the time or times prescribed by law and at such time or times reasonably requested by Borrower or the Administrative Agent Withholding 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 Withholding Agent as may be necessary for the Borrower and the Administrative Withholding Agent to comply with their its obligations under FATCA, to determine whether that such Lender has or has not complied with such Lender’s obligations under FATCA and, if as necessary, to determine the amount to deduct and withhold from such payment. Notwithstanding any other provision Solely for purposes of this clause (eSection 10.15(c), a the term “FATCA” shall include any amendments made to FATCA after the date of this Agreement. Each Lender shall not be required authorizes the Administrative Agent to deliver to the Loan Parties and to any successor Administrative Agent any documentation that provided by such Lender is not legally eligible to deliverthe Administrative Agent pursuant to this Section 10.15.
Appears in 1 contract
Tax Forms. (a) Each Lender shall(which for purposes of this Section 10.15 shall include any L/C Issuer or any Swing Line Lender) shall deliver to the Borrower and to the Administrative Agent, at such the time or times as are reasonably requested by the Borrower or the Administrative Agent, provide the Borrower and the Administrative Agent with any such properly completed and duly executed documentation prescribed by any Requirement of Law or applicable Laws and such other reasonably requested by information as will permit the Borrower or the Administrative Agent certifying Agent, as the case may be, (A) to determine whether or not 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 entitlement of such Lender to an available exemption from, or reduction inof, any withholding Tax with applicable Taxes in respect to of any payments to be made to such Lender under pursuant to any Loan DocumentDocument or otherwise to establish such Lender’s status for withholding tax purposes in an applicable jurisdiction (including, if applicable, any documentation necessary to prevent withholding under Sections 1471-1474 of the Code). Each such Lender shall, whenever a lapse in time or change in circumstances renders any such documentation (including any specific documentation required below in this Section 2.16(e)) obsolete, expired, invalid expired or inaccurate in any material respect, deliver promptly to the Borrower and the Administrative Agent updated or other appropriate documentation (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 inability to do so. Without limiting the generality of the foregoing:,
(i) to the extent it is qualified for any exemption from or reduction in United States federal withholding tax with respect to any Loan made to the Borrower, each Lender and Agent that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code that lends to the Borrower (each, a “Non-US Lender”) shall deliver to the Borrower and the Administrative Agent, on or prior to the date which is ten (10) Business Days after the Closing Date (or upon accepting an assignment of an interest herein), two duly signed, properly completed copies of either IRS Form W-8BEN, W-8EXP or any successor thereto (relating to such Non-US Lender and entitling it to an exemption from, or reduction of, United States federal withholding tax on specified payments to be made to such Non-US Lender by the Borrower pursuant to this Agreement or any other Loan Document) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Non-US Lender by the Borrower pursuant to this Agreement or any other Loan Document) and/or such other forms and evidence reasonably satisfactory to the Borrower and the Administrative Agent that such Non-US Lender is entitled to an exemption from, or reduction of, United States federal withholding tax whether pursuant to Section 881(c) of the Code or otherwise, and in the case of a Non-US Lender claiming such an exemption under Section 881(c) of the Code, a certificate substantially in the form of Exhibits X-0, X-0, X-0 and S-4 (the “US Tax Certificate”) that establishes in writing to the Borrower and the Administrative Agent that such Non-US Lender is not (A) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (B) a 10-percent shareholder within the meaning of Section 871(h)(3)(B) or 881(c)(3)(B) of the Code, (C) a controlled foreign corporation described in Section 881(c)(3)(C) of the Code and (D) receiving any payment under any Loan Document that is effectively connected with a US trade or business. Thereafter and from time to time, to the extent it is then qualified for any exemption from or reduction in United States federal withholding tax, each such Non-US Lender shall (A) promptly submit to the Borrower and the Administrative Agent such additional duly and properly completed and signed copies of one or more of such forms or certificates (or such successor forms or certificates as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then current United States laws and regulations to avoid, or such evidence as is reasonably satisfactory to the Borrower and the Administrative Agent of any available exemption from, or reduction of, United States federal withholding taxes in respect of payments to be made to such Non-US Lender by the Borrower pursuant to this Agreement, or any other Loan Document, in each case, (1) Each on or before the date that any such form, certificate or other evidence expires or becomes obsolete, (2) after the occurrence of any event requiring a change in the most recent form, certificate or evidence previously delivered by it to the Borrower and the Administrative Agent and (3) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent, and (B) promptly notify the Borrower and the Administrative Agent of any change in circumstances which would modify or render invalid any previously claimed exemption or reduction;
(ii) each Non-US Lender, to the extent it does not act or ceases to act for its own account with respect to any portion of any sums paid or payable to such Non-US Lender under any of the Loan Documents (for example, in the case of a typical participation by such Non-US Lender, or where Non-US Lender is a partnership for U.S. Lender federal income tax purposes), shall deliver to the Borrower and the Administrative Agent on or before the date on which it becomes a party to this Agreement two properly completed and duly signed original copies of IRS Form W-9 certifying that when such Lender is exempt from U.S. federal backup withholding.
(2) Each Non-U.S. US Lender shall deliver ceases to act for its own account with respect to any portion of any such sums paid or payable, and at such other times as may be necessary in the Borrower and the Administrative Agent on or before the date on which it becomes a party to this Agreement (and from time to time thereafter upon the request determination of the Borrower or the Administrative Agent) whichever of the following is applicable:
Agent (A) two properly completed and duly signed original copies of IRS Form W-8BEN (or any successor forms) claiming eligibility for the benefits of an income tax treaty to which the United States is a partyin either case, and such other documentation as required under the Code,
(B) two properly completed and duly signed original copies of IRS Form W-8ECI (or any successor forms),
(C) in the case reasonable exercise of a Non-U.S. Lender claiming the benefits of the exemption for portfolio interest under Section 871(h) or Section 881(c) of the Codeits discretion), (A) two duly signed, properly completed and duly signed certificates (copies of the forms or statements required to be provided by such Non-US Lender as set forth above, to establish the portion of any such certificatesums paid or payable with respect to which such Non-US Lender acts for its own account and is entitled to an exemption from, a “or reduction of, United States Tax Compliance Certificate”) federal withholding tax and (B) two duly signed, properly completed and duly signed original copies of IRS Form W-8BEN (or any successor forms),
(D) to the extent a Non-U.S. Lender is not the beneficial owner (for example, where the Non-U.S. Lender is a partnership or a participating Lender), two properly completed and duly signed original copies of IRS Form W-8IMY (or any successor forms) of the thereto), together with any information such Non-U.S. US Lender is required to transmit with such form, and any other certificate or statement of exemption required under the Code, to establish that such Non-US Lender is not acting for its own account with respect to a portion of any such sums payable to such Non-US Lender, accompanied by a Form W-8ECI, W-8BEN, United States including any applicable US Tax Compliance Certificate, Form W-9, Form W-8IMY or any other required information (or any successor forms) from each beneficial owner that would be required under this Section 2.16(e) if such beneficial owner were a Lender, as applicable (provided that if the Non-U.S. Lender is a partnership and not a participating Lender, and one or more beneficial owners of its partners are claiming the exemption for portfolio interest exemptionunder Section 881(c) of the Code, the United States such Lender shall provide a US Tax Compliance Certificate may be provided by such Non-U.S. Lender on behalf of such beneficial owners), orpartners; and
(Eiii) two properly completed to the extent it is qualified for any exemption from or reduction in United States federal withholding tax with respect to any Loan made to the Borrower, each Lender and duly signed original copies of Agent that lends to the Borrower, shall timely deliver to the Borrower and the Administrative Agent any other form prescribed by applicable U.S. federal income tax laws Laws as a basis for claiming a complete exemption from, from or a reduction in, in United States federal withholding tax on (including, if applicable, any payments documentation necessary to such Lender prevent withholding under the Loan Documents.
(3) 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 Code, as applicable), such Lender shall deliver to Borrower and the Administrative Agent 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) 1471- 1474 of the Code) and such additional documentation or otherwise reasonably requested by the Borrower or the Administrative Agent together with such supplementary documentation as may be necessary for prescribed by applicable Laws or otherwise reasonably requested by the Borrower or the Administrative Agent to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made.
(b) Any Loan Party or other applicable withholding agent may deduct and withhold any taxes required by any Laws to be deducted and withheld from any payment under any of the Loan Documents.
(c) Each Lender and Agent that is a “United States person” within the meaning of Section 7701(a)(30) of the Code that lends to the Borrower (each, a “US Lender”) shall deliver to the Administrative Agent and the Borrower two duly signed, properly completed copies of IRS Form W-9 (or any successor form) on or prior to the Closing Date (or on or prior to the date it becomes a party to this Agreement), certifying that such US Lender is entitled to an exemption from United States backup withholding tax, or such other forms and evidence reasonably satisfactory to the Borrower and the Administrative Agent that such US Lender is entitled to comply with their obligations under FATCA, an exemption from United States backup withholding tax. Notwithstanding anything to determine whether such Lender has or has not complied with such Lender’s obligations under FATCA andthe contrary in this Agreement, if necessarysuch US Lender fails to deliver such forms, to determine then the amount to deduct and applicable withholding agent may withhold from any payment to such payment. Notwithstanding any other provision of this clause (e), a US Lender an amount equivalent to the applicable backup withholding tax imposed by the Code and the Borrower shall not be liable for any additional amounts with respect to such withholding.
(d) Notwithstanding anything to the contrary in this Section 10.15, no Lender or Agent shall be required to deliver any documentation that such Lender it is not legally eligible to deliver.
Appears in 1 contract
Samples: Credit Agreement (Quintiles Transnational Holdings Inc.)
Tax Forms. Each (a) Any Lender shallthat is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Administrative Agent and the applicable Borrower, at such the time or times as are reasonably requested by the Borrower Administrative Agent or the Administrative Agent, provide the applicable Borrower and at the Administrative Agent with any time or times required by applicable Law, such properly completed and executed documentation reasonably requested by the Administrative Agent or the applicable Borrower or required by applicable Law as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Administrative Agent or the applicable Borrower, shall deliver such other documentation prescribed by any Requirement of applicable Law or reasonably requested by the Administrative Agent or the applicable Borrower or as will enable the Administrative Agent certifying as or the applicable Borrower to any entitlement 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 Sections 11.15(a)(i) through (iv) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to an exemption from, any material unreimbursed cost or reduction in, any withholding Tax with respect to any payments to be made to expense or would materially prejudice the legal or commercial position of such Lender under any Loan Document. Each such Lender shall, whenever a lapse in time or change in circumstances renders any such documentation (including any specific documentation required below in this Section 2.16(e)) obsolete, expired, invalid or inaccurate in any respect, deliver promptly to the Borrower and the Administrative Agent updated or other appropriate documentation (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 do soLender. Without limiting the generality of the foregoing, in the event that the applicable Borrower is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code (“U.S. Person”), or is the Belgian Borrower, as the case may be:
(1i) Each Lender that is a U.S. Lender Person shall deliver to the Borrower Administrative Agent and the Administrative Agent Company on or before prior to the date on which it such Lender becomes a party to Lender under this Agreement (and from time to time thereafter upon reasonable request of the Administrative Agent or the Company) two properly completed and duly signed original completed copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholdingwithholding tax.
(2ii) Each Non-U.S. With respect to the Loan Obligations, each Foreign Lender shall (with respect to an applicable Domestic Borrower) shall, to the extent it is legally entitled to do so, deliver to the Borrower Administrative Agent and to the Company (in such number of copies as shall be requested by the Administrative Agent or the Company), on or before prior to the date on which it becomes a party to of its execution and delivery of this Agreement (or upon accepting an assignment of an interest herein) and from time to time thereafter upon the reasonable request of the Borrower Administrative Agent or the Administrative Agent) whichever of the following is applicable:
(A) two properly completed and Company, duly signed original completed copies of either IRS Form W-8BEN W-8BEN-E (or W-8BEN, as applicable) or any successor formsthereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, withholding tax on all payments to be made to such Foreign Lender by any Domestic Borrower pursuant to this Agreement) claiming eligibility for the benefits of an income tax treaty to which the United States is a party, and such other documentation as required under the Code,
(B) two properly completed and duly signed original copies of or IRS Form W-8ECI (or any successor forms),
thereto (Crelating to all payments to be made to such Foreign Lender by any Domestic Borrower pursuant to this Agreement) in the case of a Non-or such other evidence that such Foreign Lender is entitled to an exemption from, or reduction of, U.S. Lender claiming the benefits of the exemption for portfolio interest under Section withholding tax pursuant to Sections 871(h) or Section and 881(c) of the Internal Revenue Code. Thereafter and from time to time, each such Foreign Lender shall (A) two properly promptly submit to the Administrative Agent and to the Company such additional duly completed and duly signed certificates copies of one of such forms (any or such certificate, a “successor forms as shall be adopted from time to time by the relevant United States Tax Compliance Certificate”taxing authorities) as may then be available under then current United States laws and regulations to avoid, or such evidence as is satisfactory to the Company and the Administrative Agent of any available exemption from, United States withholding taxes in respect of all payments to be made to such Foreign Lender by any Domestic Borrower pursuant to this Agreement, (B) two properly completed promptly notify the Administrative Agent and duly signed original copies the Company of IRS Form W-8BEN any change in circumstances that would modify or render invalid any claimed exemption, and (C) take such steps as shall not be materially disadvantageous to it, in the good faith judgment of such Lender, and as may be reasonably requested in writing by the Company (including filing any certificate or any successor forms),
(Ddocument or the re-designation of its Lending Office) to avoid any requirement of applicable Laws that the applicable Domestic Borrower make any deduction or withholding for Taxes from amounts payable to such Foreign Lender or to reduce the amount of any such deduction or withholding to the greatest extent possible. To the extent a Non-U.S. such Foreign Lender is not the beneficial owner of any portion of any sums paid or payable to such Lender under any of the Loan Documents, such Lender shall, to the extent it is legally entitled to do so, deliver to the Administrative Agent and to the Company on the date when such Foreign Lender ceases to act for its own account with respect to any portion of any such sums paid or payable, and at such other times as may be necessary in the determination of the Administrative Agent or the Company (for examplein the reasonable exercise of their respective discretion) (in such number of copies as shall be requested by the Administrative Agent or the Company), where (A) duly signed completed copies of the Non-U.S. forms or statements required to be provided by such Lender as set forth above, to establish the portion of any such sums paid or payable with respect to which such Lender is the beneficial owner that is not subject to, or subject to a partnership or a participating Lender)reduced rate of, two properly completed U.S. withholding tax, and (B) duly signed original completed copies of IRS Form W-8IMY (or any successor formsthereto), together with IRS Form W-8 ECI, IRS Form W-8BEN-E (or W-8BEN, as applicable), IRS Form W-9, evidence that the beneficial owner is entitled to an exemption from U.S. withholding tax under Sections 871(h) and 881(c) of the Non-U.S. LenderInternal Revenue Code, accompanied by a Form W-8ECI, W-8BEN, United States Tax Compliance Certificate, Form W-9, Form W-8IMY or any other required information (or any successor forms) certification documents from each beneficial owner that would be owner, as applicable, and any other certificate or statement of exemption required under this Section 2.16(ethe Internal Revenue Code.
(iii) if With respect to the Credit Extensions to the Belgian Borrower, each Foreign Lender (with respect to the Belgian Borrower) shall, as reasonably requested by the Administrative Agent or the Belgian Borrower, deliver to the Administrative Agent and to the Belgian Borrower (in such beneficial owner were a number of copies as shall be requested by the Administrative Agent or the Belgian Borrower) on or prior to the date of its making such Loan (or upon accepting an assignment of an interest therein), such forms and other documentation which are required by any relevant taxing authorities under the Laws of Belgium duly executed and completed by such Lender, as applicable (provided that if the Non-U.S. Lender is a partnership and not a participating are required under such Laws to confirm such Lender, and one or more beneficial owners are claiming the portfolio interest exemption, the United States Tax Compliance Certificate may be provided by such Non-U.S. Lender on behalf of such beneficial owners), or
(E) two properly completed and duly signed original copies of ’s entitlement to any other form prescribed by applicable U.S. federal income tax laws as a basis for claiming a complete available exemption from, or a reduction inof, United States federal applicable withholding tax on any taxes in respect of payments to be made to such Lender by such Belgian Borrower, pursuant to this Agreement or otherwise to establish such Lender’s status for withholding tax purposes in Belgium. Thereafter and from time to time, each such Foreign Lender shall (A) upon request of the Administrative Agent or the Belgian Borrower, submit to the Administrative Agent or the Belgian Borrower such additional duly completed and signed copies of such forms or other documentation as may then be available under then current Laws and regulations of Belgium to avoid or reduce applicable withholding taxes in respect of all payments to be made to such Foreign Lender by the Loan DocumentsBelgian Borrower pursuant to this Agreement, (B) promptly notify the Administrative Agent and the Belgian Borrower of any change in circumstances that would modify or render invalid any claimed exemption and (C) take such steps as shall not be materially disadvantageous to it, in the good faith judgment of such Lender, and as may be reasonably requested in writing by the Company or the Belgian Borrower (including filing any certificate or document or the re-designation of its Lending Office) to avoid any requirement of applicable Laws that the Belgian Borrower make any deduction or withholding for taxes from amounts payable to such Foreign Lender or to reduce the amount of any such deduction or withholding to the greatest extent possible.
(3iv) 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 Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Lender shall deliver to Borrower the Company and the Administrative Agent at the time or times prescribed by law Law and at such time or times reasonably requested by Borrower the Company or the Administrative Agent such documentation prescribed by applicable law 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 Company or the Administrative Agent as may be necessary for the Borrower Company and the Administrative Agent to comply with their obligations under FATCA, FATCA and to determine whether that such Lender has or has not complied with such Lender’s obligations under FATCA and, if necessary, or to determine the amount to deduct and withhold from such payment. Notwithstanding any other provision Solely for purposes of this clause paragraph, “FATCA” shall include any amendments made to FATCA after the date of this Agreement.
(e)b) If any Lender fails to deliver such forms, a Lender then the Administrative Agent or the Borrower shall not be withhold amounts required to deliver be withheld by applicable Laws from payments under any documentation that such Lender is not legally eligible Loan Document at the applicable statutory rate, without reduction. No Borrower shall have any liability under Section 3.01 or otherwise with respect to deliveramounts withheld by the Administrative Agent pursuant to this Section 11.15(b).
Appears in 1 contract
Samples: Credit Agreement (Albemarle Corp)
Tax Forms. Each (a) Any Lender shallthat is entitled to an exemption from, or reduction of, any applicable withholding tax with respect to any payments under this Agreement shall deliver to the Borrower and the Administrative Agent, at such the time or times as are reasonably requested by the Borrower or the Administrative Agent, provide the Borrower and the Administrative Agent with any such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without, or at a reduced rate of, withholding. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by any Requirement of Law or reasonably requested by the Borrower or the Administrative Agent certifying as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to any entitlement withholding (including backup withholding) or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such Lender to an exemption from, or reduction in, any withholding Tax with respect to any payments to be made to such Lender under any Loan Document. Each such Lender shall, whenever a lapse in time or change in circumstances renders any such documentation (including any specific other than such documentation set forth in clauses (i) through (v) of paragraph (b) below) shall not be required below if in this Section 2.16(e)) obsoletethe Lender’s judgment, expiredsuch completion, invalid execution or inaccurate in any respect, deliver promptly to submission would materially prejudice the Borrower and legal or commercial position of such Lender. Upon the Administrative Agent updated or other appropriate documentation (including any new documentation reasonably requested by reasonable request of the Borrower or the Administrative Agent, any Lender shall update any form or certification previously delivered pursuant to this Section 10.15. If any form or certification previously delivered pursuant to this Section 10.15 expires or becomes obsolete or inaccurate in any respect with respect to a Lender, such Lender shall promptly (and in any event within 10 days after such expiration, obsolescence or inaccuracy) or promptly notify the Borrower and the Administrative Agent in writing of its inability such expiration, obsolescence or inaccuracy and update the form or certification if such Lender is legally eligible to do so. Notwithstanding any other provision of this paragraph, a Lender shall not be required to deliver any form pursuant to this paragraph that it is not legally able to deliver.
(b) Without limiting the generality of the foregoing:
(1) Each U.S. , each Lender shall shall, if it is legally eligible to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as is reasonably requested by the Borrower and the Administrative Agent) on or before prior to the date on which it such Lender becomes a party to this Agreement two properly hereto, duly completed and duly signed original executed copies of whichever of the following is applicable:
(i) in the case of a Lender that is a U.S. Person, IRS Form W-9 W–9 certifying that such Lender is exempt from U.S. federal backup withholding.withholding tax;
(2ii) Each Non-U.S. in the case of a Foreign Lender shall deliver to the Borrower and the Administrative Agent on or before the date on which it becomes a party to this Agreement (and from time to time thereafter upon the request of the Borrower or the Administrative Agent) whichever of the following is applicable:
(A) two properly completed and duly signed original copies of IRS Form W-8BEN (or any successor forms) claiming eligibility for the benefits of an income tax treaty to which the United States is a partyparty (1) with respect to payments of interest under this Agreement, 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 (2) with respect to any other applicable payments under this Agreement, 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 other documentation as required under the Code,tax treaty;
(B) two properly completed and duly signed original copies of IRS Form W-8ECI (or any successor forms),
(Ciii) in the case of a Non-U.S. Foreign Lender for whom 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-8ECI;
(iv) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 871(h) or Section 881(c) of the Code, both (A1) two properly completed IRS Form W-8BEN and duly signed certificates (any such certificate2) a certificate substantially in the form of Exhibit K-1, Exhibit K-2, Exhibit K-3 or Exhibit K-4 (each, a “United States U.S. Tax Compliance Certificate”), as applicable, to the effect that such Lender is not (x) and a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (By) two properly completed and duly signed original copies a “10 percent shareholder” of IRS Form W-8BEN the Borrower within the meaning of Section 871(h)(3)(B) of the Code or (or any successor forms),z) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code;
(Dv) to in the extent case of a Non-U.S. Foreign Lender that is not the beneficial owner of payments made under this Agreement (for example, where the Non-U.S. Lender is including a partnership or a participating Lender), two properly completed and duly signed original copies of (1) an IRS Form W-8IMY on behalf of itself and (or any successor forms2) the relevant forms prescribed in clauses (i), (ii), (iii), (iv) and (v) of the Non-U.S. Lender, accompanied by a Form W-8ECI, W-8BEN, United States Tax Compliance Certificate, Form W-9, Form W-8IMY or any other required information this paragraph (or any successor formsb) from each beneficial owner that would be required under this Section 2.16(e) of each such beneficial owner or partner of such partnership if such beneficial owner or partner were a Lender, as applicable (; provided that if the Non-U.S. such Lender is a partnership and not a participating Lender, and one or more beneficial owners of its partners are claiming the exemption for portfolio interest exemptionunder Section 881(c) of the Code, the United States such Lender may provide a U.S. Tax Compliance Certificate may be provided by such Non-U.S. Lender on behalf of such beneficial owners), partners; or
(Evi) two properly completed and duly signed original copies of any other form prescribed by applicable U.S. federal income tax laws law as a basis for claiming a complete an exemption from, or a reduction inof, United States U.S. federal withholding tax on any payments tax, together with such supplementary documentation as shall be necessary to such Lender under enable the Loan DocumentsBorrower or the Administrative Agent to determine the amount of Tax (if any) required by law to be withheld.
(3c) If a payment made to a Lender under any Loan Document this Agreement 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 Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to Borrower and the Administrative Agent Withholding Agent, at the time or times prescribed by law and at such time or times reasonably requested by Borrower or the Administrative Agent Withholding 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 Withholding Agent as may be necessary for the Borrower and the Administrative Withholding Agent to comply with their its obligations under FATCA, to determine whether that such Lender has or has not complied with such Lender’s obligations under FATCA and, if as necessary, to determine the amount to deduct and withhold from such payment. Notwithstanding any other provision Solely for purposes of this clause (eSection 10.15(c), a Lender the term “FATCA” shall not be required include any amendments made to deliver any documentation that such Lender is not legally eligible to deliver.FATCA after the date of this Agreement
Appears in 1 contract
Tax Forms. Each (ai)
(i) The Administrative Agent or any Lender shallthat is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Parent Borrower and the Administrative Agent (as applicable), at such the time or times as are reasonably requested by the Parent Borrower or the Administrative Agent, provide the Borrower and the Administrative Agent with any such properly completed and executed documentation reasonably requested by the Parent Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Parent Borrower or the Administrative Agent, shall deliver such other documentation prescribed by any Requirement of applicable Law or reasonably requested by the Borrower or the Administrative Agent certifying as to any entitlement of such Lender to an exemption from, or reduction in, any withholding Tax with respect to any payments to be made to such Lender under any Loan Document. Each such Lender shall, whenever a lapse in time or change in circumstances renders any such documentation (including any specific documentation required below in this Section 2.16(e)) obsolete, expired, invalid or inaccurate in any respect, deliver promptly to the Borrower and the Administrative Agent updated or other appropriate documentation (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 do so. Without limiting the generality of the foregoing:
(1) Each U.S. Lender shall deliver to the Borrower and the Administrative Agent on or before the date on which it becomes a party to this Agreement two properly completed and duly signed original copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding.
(2) Each Non-U.S. Lender shall deliver to the Borrower and the Administrative Agent on or before the date on which it becomes a party to this Agreement (and from time to time thereafter upon the request of the Borrower or the Administrative Agent) whichever of the following is applicable:
(A) two properly completed and duly signed original copies of IRS Form W-8BEN (or any successor forms) claiming eligibility for the benefits of an income tax treaty to which the United States is a party, and such other documentation as required under the Code,
(B) two properly completed and duly signed original copies of IRS Form W-8ECI (or any successor forms),
(C) in the case of a Non-U.S. Lender claiming the benefits of the exemption for portfolio interest under Section 871(h) or Section 881(c) of the Code, (A) two properly completed and duly signed certificates (any such certificate, a “United States Tax Compliance Certificate”) and (B) two properly completed and duly signed original copies of IRS Form W-8BEN (or any successor forms),
(D) to the extent a Non-U.S. Lender is not the beneficial owner (for example, where the Non-U.S. Lender is a partnership or a participating Lender), two properly completed and duly signed original copies of IRS Form W-8IMY (or any successor forms) of the Non-U.S. Lender, accompanied by a Form W-8ECI, W-8BEN, United States Tax Compliance Certificate, Form W-9, Form W-8IMY or any other required information (or any successor forms) from each beneficial owner that would be required under this Section 2.16(e) if such beneficial owner were a Lender, as applicable (provided that if the Non-U.S. Lender is a partnership and not a participating Lender, and one or more beneficial owners are claiming the portfolio interest exemption, the United States Tax Compliance Certificate may be provided by such Non-U.S. Lender on behalf of such beneficial owners), or
(E) two properly completed and duly signed original copies of any other form prescribed by applicable U.S. federal income tax laws as a basis for claiming a complete exemption from, or a reduction in, United States federal withholding tax on any payments to such Lender under the Loan Documents.
(3) 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 Code, as applicable), such Lender shall deliver to Borrower and the Administrative Agent 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 the Code) and such additional documentation reasonably requested by the Parent Borrower or the Administrative Agent as may be necessary for will enable the Parent Borrower and or the Administrative Agent to comply with their obligations under FATCA, (as applicable) to determine whether or not such Lender has is subject to backup withholding or has not complied with such Lender’s obligations under FATCA and, if necessary, to determine the amount to deduct and withhold from such paymentinformation reporting requirements. Notwithstanding any anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other provision of this clause (ethan such documentation set forth in Sections 10.14(a)(ii)(A), a Lender (ii)(B), (ii)(D) and (ii)(E) below) shall not be required to deliver any documentation that if in the Lender’s or the Administrative Agent’s reasonable judgment such completion (as applicable), execution or submission would subject such Lender is not legally eligible or the Administrative Agent (as applicable) to deliverany material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender or the Administrative Agent (as applicable).
Appears in 1 contract
Samples: Asset Based Revolving Credit Agreement (Vista Outdoor Inc.)
Tax Forms. (a) Each Lender shall(which for purposes of this Section 10.15 shall include any L/C Issuer or any Swing Line Lender) shall deliver to the Borrower and to the Administrative Agent, at such the time or times as are reasonably requested by the Borrower or the Administrative Agent, provide the Borrower and the Administrative Agent with any such properly completed and duly executed documentation prescribed by any Requirement of Law or applicable Laws and such other reasonably requested by information as will permit the Borrower or the Administrative Agent certifying Agent, as the case may be, (A) to determine whether or not 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 entitlement of such Lender to an available exemption from, or reduction inof, any withholding Tax with applicable Taxes in respect to of any payments to be made to such Lender under pursuant to any Loan DocumentDocument or otherwise to establish such Lender’s status for withholding tax purposes in an applicable jurisdiction (including, if applicable, any documentation necessary to prevent withholding under Sections 1471-1474 of the Code). Each such Lender shall, whenever a lapse in time or change in circumstances renders any such documentation (including any specific documentation required below in this Section 2.16(e)) obsolete, expired, invalid expired or inaccurate in any material respect, deliver promptly to the Borrower and the Administrative Agent updated or other appropriate documentation (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 inability to do so. Without limiting the generality of the foregoing:,
(i) to the extent it is qualified for any exemption from or reduction in United States federal withholding tax with respect to any Loan made to the Borrower, each Lender and Agent that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code that lends to the Borrower (each, a “Non-US Lender”) shall deliver to the Borrower and the Administrative Agent, on or prior to the date which is ten (10) Business Days after the Closing Date (or upon accepting an assignment of an interest herein), two duly signed, properly completed copies of either IRS Form W-8BEN, W-8EXP or any successor thereto (relating to such Non-US Lender and entitling it to an exemption from, or reduction of, United States federal withholding tax on specified payments to be made to such Non-US Lender by the Borrower pursuant to this Agreement or any other Loan Document) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Non-US Lender by the Borrower pursuant to this Agreement or any other Loan Document) and/or such other forms and evidence reasonably satisfactory to the Borrower and the Administrative Agent that such Non-US Lender is entitled to an exemption from, or reduction of, United States federal withholding tax whether pursuant to Section 881(c) of the Code or otherwise, and in the case of a Non-US Lender claiming such an exemption under Section 881(c) of the Code, a certificate substantially in the form of Exhibits X-0, X-0, X-0 and S-4 (the “US Tax Certificate”) that establishes in writing to the Borrower and the Administrative Agent that such Non-US Lender is not (A) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (B) a 10-percent shareholder within the meaning of Section 871(h)(3)(B) or 881(c)(3)(B) of the Code, (C) a controlled foreign corporation described in Section 881(c)(3)(C) of the Code and (D) receiving any payment under any Loan Document that is effectively connected with a US trade or business. Thereafter and from time to time, to the extent it is then qualified for any exemption from or reduction in United States federal withholding tax, each such Non-US Lender shall (A) promptly submit to the Borrower and the Administrative Agent such additional duly and properly completed and signed copies of one or more of such forms or certificates (or such successor forms or certificates as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then current United States laws and regulations to avoid, or such evidence as is reasonably satisfactory to the Borrower and the Administrative Agent of any available exemption from, or reduction of, United States federal withholding taxes in respect of payments to be made to such Non-US Lender by the Borrower pursuant to this Agreement, or any other Loan Document, in each case, (1) Each on or before the date that any such form, certificate or other evidence expires or becomes obsolete, (2) after the occurrence of any event requiring a change in the most recent form, certificate or evidence previously delivered by it to the Borrower and the Administrative Agent and (3) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent, and (B) promptly notify the Borrower and the Administrative Agent of any change in circumstances which would modify or render invalid any previously claimed exemption or reduction;
(ii) each Non-US Lender, to the extent it does not act or ceases to act for its own account with respect to any portion of any sums paid or payable to such Non-US Lender under any of the Loan Documents (for example, in the case of a typical participation by such Non-US Lender, or where Non-US Lender is a partnership for U.S. Lender federal income tax purposes), shall deliver to the Borrower and the Administrative Agent on or before the date on which it becomes a party to this Agreement two properly completed and duly signed original copies of IRS Form W-9 certifying that when such Lender is exempt from U.S. federal backup withholding.
(2) Each Non-U.S. US Lender shall deliver ceases to act for its own account with respect to any portion of any such sums paid or payable, and at such other times as may be necessary in the Borrower and the Administrative Agent on or before the date on which it becomes a party to this Agreement (and from time to time thereafter upon the request determination of the Borrower or the Administrative Agent) whichever of the following is applicable:
Agent (A) two properly completed and duly signed original copies of IRS Form W-8BEN (or any successor forms) claiming eligibility for the benefits of an income tax treaty to which the United States is a partyin either case, and such other documentation as required under the Code,
(B) two properly completed and duly signed original copies of IRS Form W-8ECI (or any successor forms),
(C) in the case reasonable exercise of a Non-U.S. Lender claiming the benefits of the exemption for portfolio interest under Section 871(h) or Section 881(c) of the Codeits discretion), (A) two duly signed, properly completed and duly signed certificates (copies of the forms or statements required to be provided by such Non-US Lender as set forth above, to establish the portion of any such certificatesums paid or payable with respect to which such Non-US Lender acts for its own account and is entitled to an exemption from, a “or reduction of, United States Tax Compliance Certificate”) federal withholding tax and (B) two duly signed, properly completed and duly signed original copies of IRS Form W-8BEN (or any successor forms),
(D) to the extent a Non-U.S. Lender is not the beneficial owner (for example, where the Non-U.S. Lender is a partnership or a participating Lender), two properly completed and duly signed original copies of IRS Form W-8IMY (or any successor forms) of the thereto), together with any information such Non-U.S. US Lender is required to transmit with such form, and any other certificate or statement of exemption required under the Code, to establish that such Non-US Lender is not acting for its own account with respect to a portion of any such sums payable to such Non-US Lender, accompanied by a Form W-8ECI, W-8BEN, United States including any applicable US Tax Compliance Certificate, Form W-9, Form W-8IMY or any other required information (or any successor forms) from each beneficial owner that would be required under this Section 2.16(e) if such beneficial owner were a Lender, as applicable (provided that if the Non-U.S. Lender is a partnership and not a participating Lender, and one or more beneficial owners of its partners are claiming the exemption for portfolio interest exemptionunder Section 881(c) of the Code, the United States such Lender shall provide a US Tax Compliance Certificate may be provided by such Non-U.S. Lender on behalf of such beneficial owners), orpartners; and
(Eiii) two properly completed to the extent it is qualified for any exemption from or reduction in United States federal withholding tax with respect to any Loan made to the Borrower, each Lender and duly signed original copies of Agent that lends to the Borrower, shall timely deliver to the Borrower and the Administrative Agent any other form prescribed by applicable U.S. federal income tax laws Laws as a basis for claiming a complete exemption from, from or a reduction in, in United States federal withholding tax on (including, if applicable, any payments documentation necessary to such Lender prevent withholding under the Loan Documents.
(3) 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 Code, as applicable), such Lender shall deliver to Borrower and the Administrative Agent 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) 1471-1474 of the Code) and such additional documentation or otherwise reasonably requested by the Borrower or the Administrative Agent together with such supplementary documentation as may be necessary for prescribed by applicable Laws or otherwise reasonably requested by the Borrower or the Administrative Agent to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made.
(b) Any Loan Party or other applicable withholding agent may deduct and withhold any taxes required by any Laws to be deducted and withheld from any payment under any of the Loan Documents.
(c) Each Lender and Agent that is a “United States person” within the meaning of Section 7701(a)(30) of the Code that lends to the Borrower (each, a “US Lender”) shall deliver to the Administrative Agent and the Borrower two duly signed, properly completed copies of IRS Form W-9 (or any successor form) on or prior to the Closing Date (or on or prior to the date it becomes a party to this Agreement), certifying that such US Lender is entitled to an exemption from United States backup withholding tax, or such other forms and evidence reasonably satisfactory to the Borrower and the Administrative Agent that such US Lender is entitled to comply with their obligations under FATCA, an exemption from United States backup withholding tax. Notwithstanding anything to determine whether such Lender has or has not complied with such Lender’s obligations under FATCA andthe contrary in this Agreement, if necessarysuch US Lender fails to deliver such forms, to determine then the amount to deduct and applicable withholding agent may withhold from any payment to such payment. Notwithstanding any other provision of this clause (e), a US Lender an amount equivalent to the applicable backup withholding tax imposed by the Code and the Borrower shall not be liable for any additional amounts with respect to such withholding.
(d) Notwithstanding anything to the contrary in this Section 10.15, no Lender or Agent shall be required to deliver any documentation that such Lender it is not legally eligible to deliver.
Appears in 1 contract
Samples: Credit Agreement (Quintiles Transnational Holdings Inc.)
Tax Forms. Each (a) Any Agent or Lender shallthat is entitled to an exemption from or reduction of withholding tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at such the time or times as are reasonably requested by the Borrower or the Administrative Agent, provide the Borrower and the Administrative Agent with any such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Agent or Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by any Requirement of applicable Law or reasonably requested by the Borrower or the Administrative Agent certifying as will enable the Borrower or the Administrative Agent to determine whether or not such Agent or 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(i) above and Sections 10.15(b)(i), (b)(ii) and (c) below) shall not be required if in the Agent’s or Lender’s reasonable judgment such completion, execution or submission would subject such Agent or Lender to any entitlement material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Agent or Lender.
(b) Without limiting the generality of Section 10.15(a), (i) Each Lender and Agent that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “Foreign Lender”) shall, to the extent it may lawfully do so, deliver to the Borrower and the Administrative Agent, on or prior to the Third Restatement Effective Date (or upon accepting an assignment of an interest herein), two duly signed, properly completed copies of either IRS Form W-8BEN or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction inof, any United States withholding Tax with respect to any tax on all payments to be made to such Foreign Lender under by the Borrower or any other Loan Party pursuant to this Agreement or any other Loan Document. Each ) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Lender shall, whenever a lapse in time by the Borrower or change in circumstances renders any other Loan Party pursuant to this Agreement or any other Loan Document) or such documentation (including any specific documentation required below in this Section 2.16(e)) obsolete, expired, invalid or inaccurate in any respect, deliver promptly other evidence reasonably satisfactory to the Borrower and the Administrative Agent updated that such Foreign Lender is entitled to an exemption from, or reduction of, United States federal withholding tax, including any exemption pursuant to Section 871(h) or 881(c) of the Code, and in the case of a Foreign Lender claiming such an exemption under Section 881(c) of the Code, executed originals of IRS Form W-8BEN and a certificate substantially in the form of Exhibit K-1 that establishes in writing to the Borrower and the Administrative Agent that such Foreign Lender is not (i) a “bank” as defined in Section 881(c)(3)(A) of the Code, (ii) a 10-percent stockholder within the meaning of Section 871(h)(3)(B) of the Code, or (iii) a controlled foreign corporation related to the Borrower with the meaning of Section 864(d) of the Code. Thereafter and from time to time, each such Foreign Lender shall, to the extent it may lawfully do so, (A) promptly submit to the Borrower and the Administrative Agent such additional duly completed and signed copies of one or more of such forms or certificates (or such successor forms or certificates as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then current United States Laws and regulations to avoid, or such evidence as is reasonably satisfactory to the Borrower and the Administrative Agent of any available exemption from, or reduction of, United States federal withholding taxes in respect of all payments to be made to such Foreign Lender by the Borrower or other appropriate documentation Loan Party pursuant to this Agreement, or any other Loan Document, in each case, (including 1) on or before the date that any new documentation such form, certificate or other evidence expires or becomes obsolete, (2) after the occurrence of a change in the Lender’s circumstances requiring a change in the most recent form, certificate or evidence previously delivered by it to the Borrower and the Administrative Agent and (3) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent, and (B) or promptly notify the Borrower and the Administrative Agent in writing of its inability to do so. Without limiting the generality of the foregoing:
(1) Each U.S. Lender shall deliver to the Borrower and the Administrative Agent on or before the date on which it becomes a party to this Agreement two properly completed and duly signed original copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding.
(2) Each Non-U.S. Lender shall deliver to the Borrower and the Administrative Agent on or before the date on which it becomes a party to this Agreement (and from time to time thereafter upon the request of the Borrower or the Administrative Agent) whichever of the following is applicable:
(A) two properly completed and duly signed original copies of IRS Form W-8BEN (or any successor forms) claiming eligibility for the benefits of an income tax treaty to which the United States is a party, and such other documentation as required under the Code,
(B) two properly completed and duly signed original copies of IRS Form W-8ECI (or any successor forms),
(C) change in the case of a Non-U.S. Lender claiming the benefits of the exemption for portfolio interest under Section 871(h) or Section 881(c) of the Code, (A) two properly completed and duly signed certificates (any such certificate, a “United States Tax Compliance Certificate”) and (B) two properly completed and duly signed original copies of IRS Form W-8BEN (or any successor forms),
(D) to the extent a Non-U.S. Lender is not the beneficial owner (for example, where the Non-U.S. Lender is a partnership or a participating Lender), two properly completed and duly signed original copies of IRS Form W-8IMY (or any successor forms) of the Non-U.S. Lender, accompanied by a Form W-8ECI, W-8BEN, United States Tax Compliance Certificate, Form W-9, Form W-8IMY or any other required information (or any successor forms) from each beneficial owner that would be required under this Section 2.16(e) if such beneficial owner were a Lender, as applicable (provided that if the Non-U.S. Lender is a partnership and not a participating Lender, and one or more beneficial owners are claiming the portfolio interest exemption, the United States Tax Compliance Certificate may be provided by such Non-U.S. Lender on behalf of such beneficial owners), or
(E) two properly completed and duly signed original copies of any other form prescribed by applicable U.S. federal income tax laws as a basis for claiming a complete exemption from, or a reduction in, United States federal withholding tax on any payments to such Lender under the Loan Documents.
(3) 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 Code, as applicable), such Lender shall deliver to Borrower and the Administrative Agent 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 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, to determine whether such Lender has or has not complied with such Lender’s obligations under FATCA and, if necessary, to determine the amount to deduct and withhold from such payment. Notwithstanding circumstances which would modify or render invalid any other provision of this clause (e), a Lender shall not be required to deliver any documentation that such Lender is not legally eligible to deliverclaimed exemption or reduction.
Appears in 1 contract
Tax Forms. Each (i) The Administrative Agent or any Lender shallthat is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Parent Borrower and the Administrative Agent (as applicable), at such the time or times as are reasonably requested by the Parent Borrower or the Administrative Agent, provide the Borrower and the Administrative Agent with any such properly completed and executed documentation reasonably requested by the Parent Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Parent Borrower or the Administrative Agent, shall deliver such other documentation prescribed by any Requirement of applicable Law or reasonably requested by the Parent Borrower or the Administrative Agent certifying as to any entitlement of such Lender to an exemption from, or reduction in, any withholding Tax with respect to any payments to be made to such Lender under any Loan Document. Each such Lender shall, whenever a lapse in time or change in circumstances renders any such documentation (including any specific documentation required below in this Section 2.16(e)) obsolete, expired, invalid or inaccurate in any respect, deliver promptly to will enable the Borrower and the Administrative Agent updated or other appropriate documentation (including any new documentation reasonably requested by the Parent Borrower or the Administrative Agent (as applicable) 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 Sections 10.14(a)(ii)(A), (ii)(B), (ii)(D) and (ii)(E) below) shall not be required if in the Lender’s or the Administrative Agent) ’s reasonable judgment such completion (as applicable), execution or promptly notify the Borrower and submission would subject such Lender or the Administrative Agent in writing (as applicable) to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of its inability to do so. such Lender or the Administrative Agent (as applicable).
(ii) Without limiting the generality of the foregoing:,
(1A) Each any Lender that is a U.S. Lender Person shall deliver to the Parent Borrower and the Administrative Agent on or before prior to the date on which it such Lender becomes a party to Lender under this Agreement two properly completed (and duly signed original from time to time thereafter upon the reasonable request of the Borrowers or the Administrative Agent), executed copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal Federal backup withholding.withholding Tax;
(2B) Each Non-U.S. any Foreign Lender shall shall, to the extent it is legally entitled to do so, deliver to the Parent Borrower and the Administrative Agent (in such number of copies as shall be reasonably requested by the recipient) on or before prior to the date on which it such Foreign Lender becomes a party to Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Parent Borrower or the Administrative Agent) ), whichever of the following is applicable:
(A1) two properly completed and duly signed original copies in the case of IRS Form W-8BEN (or any successor forms) 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, and such other documentation as required under the Code,
(B) two properly completed and duly signed original executed copies of IRS Form W-8ECI 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 any successor forms),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;
(C2) executed copies of IRS Form W-8ECI;
(3) in the case of a Non-U.S. Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 871(h) or Section 881(c) of the Code, (Ax) two properly completed and duly signed certificates (any a certificate substantially in the form of Exhibit G-1 to the effect that such certificateForeign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “United States 10-percent shareholder” of the Parent Borrower within the meaning of Section 881(c)(3)(B) of the Code or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (By) two properly completed and duly signed original executed copies of IRS Form W-8BEN (W-8BEN-E or any successor forms),W-8BEN, as applicable; or
(D4) to the extent a Non-U.S. Foreign Lender is not the beneficial owner (for exampleowner, where the Non-U.S. Lender is a partnership or a participating Lender), two properly completed and duly signed original executed copies of IRS Form W-8IMY (or any successor forms) of the Non-U.S. LenderW-8IMY, accompanied by a IRS Form W-8ECI, W-8BEN-E or W-8BEN, United States as applicable, a U.S. Tax Compliance CertificateCertificate substantially in the form of Exhibit G-2 or Exhibit G-3, IRS Form W-9, Form W-8IMY or any and/or other required information (or any successor forms) certification documents from each beneficial owner that would be required under this Section 2.16(e) if such beneficial owner were a Lenderowner, as applicable (applicable; provided that if the Non-U.S. Foreign Lender is a partnership and not a participating Lender, and one or more beneficial owners direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, the United States such Foreign Lender may provide a U.S. Tax Compliance Certificate may be provided by such Non-U.S. Lender substantially in the form of Exhibit G-4 on behalf of each such beneficial ownersdirect and indirect partner;
(C) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Parent 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 Parent Borrower or the Administrative Agent), or
(E) two properly completed and duly signed original executed copies of any other form prescribed by applicable U.S. federal income tax laws Law as a basis for claiming a complete exemption from, from or a reduction inin U.S. Federal withholding Tax, United States federal duly completed, together with such supplementary documentation as may be prescribed by applicable Law to permit the applicable Borrower or the Administrative Agent to determine the withholding tax on any payments or deduction required to such Lender under the Loan Documents.be made;
(3D) If if a payment made to a Lender under any Loan Document would be subject to U.S. federal Federal withholding tax Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Sections Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Parent Borrower and the Administrative Agent at the time or times prescribed by law Law and at such time or times reasonably requested by the Parent Borrower or the Administrative Agent such documentation prescribed by applicable law Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower Borrowers or the Administrative Agent as may be necessary for the Parent Borrower and the Administrative Agent to comply with their obligations under FATCA, FATCA and to determine whether that such Lender has or has not complied with such Lender’s obligations under FATCA and, if necessary, or to determine the amount to deduct and withhold from such payment. Notwithstanding any other provision Solely for purposes of this clause (eD), “FATCA” shall include any amendments made to FATCA after the Closing Date; and
(E) to the extent that it is able and legally entitled to do so, the Administrative Agent shall deliver to the Parent Borrower on or prior to the date on which the Administrative Agent becomes the Administrative Agent under this Agreement (and from time to time thereafter upon the reasonable request of the Parent Borrower), executed copies of (i) in the case of an Administrative Agent that is a U.S. Person, IRS Form W-9 certifying that the Administrative Agent is exempt from U.S. Federal backup withholding Tax or (ii) in the case of an Administrative Agent that is not a U.S. Person, an applicable IRS Form W-8. Each Lender and the Administrative Agent agree that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall not be update such form or certification or promptly notify the Parent Borrower and the Administrative Agent (as applicable) in writing of its legal inability to do so. For purposes of this Section 10.14, the term “applicable Law” includes FATCA and the term “Lender” includes, as applicable, any SPC (it being understood that any documentation required to deliver any documentation that such Lender is not legally eligible be provided by an SPC under this Section 10.14 shall be delivered by the SPC to deliverthe Granting Lender).
Appears in 1 contract
Samples: Asset Based Revolving Credit Agreement (Vista Outdoor Inc.)
Tax Forms. Each (i) Any Lender shallor Issuing Lender that is entitled to an exemption from or reduction of any applicable withholding Tax with respect to payments hereunder or under any other Loan Document shall deliver to the applicable Borrower (with a copy to the Administrative Agent), at such the time or times as are reasonably requested by the any Borrower or the Administrative Agent, provide the Borrower and the Administrative Agent with any such properly completed and executed documentation prescribed by any Requirement of Law applicable law or as reasonably requested by the any Borrower or the Administrative Agent certifying as to any entitlement of will permit such Lender to an exemption from, or reduction in, any withholding Tax with respect to any payments to be made to such without withholding or at a reduced rate of withholding. In addition, any Lender under any Loan Document. Each such Lender shallor Issuing Lender, whenever a lapse in time or change in circumstances renders any such documentation (including any specific documentation required below in this Section 2.16(e)) obsolete, expired, invalid or inaccurate in any respect, deliver promptly to the Borrower and the Administrative Agent updated or other appropriate documentation (including any new documentation reasonably if requested by the any Borrower or the Administrative Agent) , shall deliver such other documentation prescribed by applicable law or promptly notify the reasonably requested by such Borrower and or the Administrative Agent as will enable such Borrower or the Administrative Agent to determine whether or not such Lender or Issuing Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in writing the preceding two sentences, the completion, execution and submission of its inability such forms (other than such forms set forth in Section 2.18(e)(ii)(A)–(D), Section 2.18(e)(iii) or Section 2.18(e)(iv) below) shall not be required if in the Lender or Issuing Lender’s reasonable judgment such completion, execution or submission would subject such Lender or Issuing Lender to do so. any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender or Issuing Lender.
(ii) Without limiting the generality of the foregoing:
(1, in the event that any Borrower is a United States person under Section 7701(a)(30) Each U.S. of the Code, any Foreign Lender shall shall, to the extent it is legally entitled to do so, deliver to the such Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or before prior to the date on which it such Foreign Lender becomes a party to Lender under this Agreement two properly completed Agreement, and duly signed original copies after the occurrence of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding.
(2) Each Non-U.S. Lender shall deliver to a change in the Borrower and Lender’s circumstances which require a change in the Administrative Agent on most recent form or before the date on which certification previously delivered by it becomes a party to this Agreement (and from time to time thereafter upon the request of the such Borrower or the Administrative Agent) ), whichever of the following is applicable:
(A) two properly duly completed and duly signed original copies of IRS Internal Revenue Service Form W-8BEN (or any successor forms) Form W-8BEN-E claiming eligibility for the benefits of an income tax treaty to which the United States of America is a party, and such other documentation as required under the Code,
(B) two properly duly completed and duly signed original copies of IRS Internal Revenue Service Form W-8ECI (or any successor forms)W-8ECI,
(C) in the case of a Non-U.S. Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 871(h) or Section 881(c) of the Code, (x) a certificate substantially in the Form of Exhibit D to the effect that (A) two properly completed and duly signed certificates (any such certificate, Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (B) such Foreign Lender is not a “10 percent shareholder” of any Borrower within the meaning of Section 881(c)(3)(B) of the Code, (C) such Foreign Lender is not a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code and (D) no payments in connection with any Loan Document are effectively connected with the United States trade or business conducted by such Lender (a “U.S. Tax Compliance Certificate”) and (By) two properly duly completed and duly signed original copies of IRS Internal Revenue Service Form W-8BEN (or any successor forms)Form W-8BEN-E,
(D) to the extent a Non-U.S. Foreign Lender is not the beneficial owner (for example, where the Non-U.S. Foreign Lender is a partnership or participating Lender granting a participating Lendertypical participation), two properly completed and duly signed original copies of IRS an Internal Revenue Service Form W-8IMY (or any successor forms) of the Non-U.S. LenderW-8IMY, accompanied by a Form W-8ECI, W-8BEN, United States W-8BEN-E, U.S. Tax Compliance Certificate, Form W-9, Form W-8IMY or any and/or other required information (or any successor forms) certification documents from each beneficial owner that would be required under this Section 2.16(e) if such beneficial owner were a Lenderowner, as applicable (applicable; provided that if the Non-U.S. Foreign Lender is a partnership (and not a participating Lender, ) and one or more beneficial owners of such Foreign Lender are claiming the portfolio interest exemption, the United States such Foreign Lender may provide a U.S. Tax Compliance Certificate may be provided by such Non-U.S. Lender on behalf of each such beneficial owners)owner, or
(E) two properly completed and duly signed original copies of any other form prescribed by applicable U.S. federal income tax laws law as a basis for claiming a complete exemption from, from or a reduction in, in United States federal withholding tax on duly completed together with such supplementary documentation as may be prescribed by applicable law to permit any payments Borrower or the Administrative Agent to such Lender under determine the Loan Documentswithholding or deduction required to be made, if any.
(3iii) Any Lender or Issuing Lender that is a United States person under Section 7701(a)(30) of the Code, to the extent it may lawfully do so, shall deliver to any Borrower and the Administrative Agent on or prior to the date on which such Lender or Issuing Lender becomes a Lender or Issuing Lender, as applicable, under this Agreement, on or prior to the date on which any such form or certification expires or becomes obsolete, and after the occurrence of a change in the Lender or Issuing Lender’s circumstances which require a change in the most recent form or certification previously delivered by it (and from time to time thereafter upon the request of any Borrower or the Administrative Agent), duly completed copies of Internal Revenue Service Form W-9 (or any successor form) certifying that such Lender or Issuing Lender is entitled to an exemption from U.S. backup withholding tax.
(iv) If a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding tax Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Sections Section 1471(b) or 1472(b1471(b) of the Code, as applicable), such Lender shall deliver to any Borrower 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 the any Borrower or the Administrative Agent as may be necessary for the such Borrower and the Administrative Agent to comply with their obligations under FATCA, FATCA and to determine whether that such Lender has or has not complied with such Lender’s obligations under FATCA and, if necessary, or to determine the amount to deduct and withhold from such payment. Notwithstanding any other provision Solely for purposes of this clause (e)paragraph, a “FATCA” shall include any amendments made to FATCA after the Closing Date. Each Lender and Issuing Lender agrees that if any form or certification it previously delivered by it expires or becomes obsolete or inaccurate in any respect, it shall not be required update such form or certification or promptly notify the Borrowers and the Administrative Agent in writing of its legal inability to do so. Each Lender hereby authorizes the Administrative Agent to deliver to the Loan Parties and to any successor Administrative Agent any documentation that provided by such Lender is not legally eligible Xxxxxx to deliverthe Administrative Agent pursuant to this Section 2.18(e).
Appears in 1 contract
Tax Forms. Each Lender shall(i) 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 Borrower and the Administrative Agent, at such the time or times as are reasonably requested by the Borrower or the Administrative Agent, provide the Borrower and the Administrative Agent with any such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Recipient, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by any Requirement of Law applicable law or reasonably requested by the Borrower or the Administrative Agent certifying as to any entitlement of such Lender to an exemption from, or reduction in, any withholding Tax with respect to any payments to be made to such Lender under any Loan Document. Each such Lender shall, whenever a lapse in time or change in circumstances renders any such documentation (including any specific documentation required below in this Section 2.16(e)) obsolete, expired, invalid or inaccurate in any respect, deliver promptly to the Borrower and the Administrative Agent updated or other appropriate documentation (including any new documentation reasonably requested by will enable the Borrower or the Administrative AgentAgent 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 Section 2.20(f)(ii)(A), -(f)(ii)(B) and -(f)(ii)(F) below) shall not be required if in the applicable Lender’s reasonable judgment such completion, execution or promptly notify submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the Borrower and the Administrative Agent in writing legal or commercial position of its inability to do so. such Lender.
(ii) Without limiting the generality of the foregoing:
(1A) Each Any Lender that is a U.S. Lender Person shall deliver to the Borrower and the Administrative Agent Agent, on or before prior to the date on which it such Lender becomes a party to this Agreement two properly completed and duly signed original copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding.
(2) Each Non-U.S. Lender shall deliver to the Borrower and the Administrative Agent on or before the date on which it becomes a party to under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), duly executed originals of IRS Form W-9 certifying, to the extent such Lender is legally entitled to do so, that such Lender is exempt from U.S. federal backup withholding tax.
(B) Any Lender that is a Foreign Person shall, to the extent it is legally entitled to do so, (w) on or prior to the date such Lender becomes a Lender under this Agreement, (x) on or prior to the date on which any such form or certification expires or becomes obsolete, (y) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this subsection, and (z) from time to time upon the reasonable request by the Borrower or the Administrative Agent, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the Borrower or the Administrative Agent), whichever of the following is applicable:
(A1) two properly completed and duly signed original copies of IRS Form W-8BEN (or any successor forms) if such Lender is 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, and such other documentation as required under the Code,
(B) two properly completed and duly signed original copies executed originals of IRS Form W-8ECI (W-8BEN or W-8BEN-E, or any successor forms),form thereto, 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, duly executed originals of IRS Form W-8BEN or W-8BEN-E, or any successor form thereto, 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;
(C2) duly executed originals of IRS Form W-8ECI, or any successor form thereto, certifying that the payments received by such Lender are effectively connected with such Lender’s conduct of a trade or business in the case of a Non-U.S. United States;
(3) if such Lender is claiming the benefits of the exemption for portfolio interest under Section 871(h) or Section 881(c) of the Code, duly executed originals of IRS Form W-8BEN or W-8BEN-E, or any successor form thereto, together with a certificate (A) two properly completed and duly signed certificates (any such certificate, a “United States U.S. Tax Compliance Certificate”) upon which such Lender certifies that (1) such Lender is not a bank for purposes of Section 881(c)(3)(A) of the Code, or the obligation of the Borrower hereunder is not, with respect to such Lender, a loan agreement entered into in the ordinary course of its trade or business, within the meaning of that Section, (2) such Lender is not a 10% shareholder of the Borrower within the meaning of Section 871(h)(3) or Section 881(c)(3)(B) of the Code, (3) such Lender is not a controlled foreign corporation that is related to the Borrower within the meaning of Section 881(c)(3)(C) of the Code, and (B4) two properly completed and duly signed original copies of IRS Form W-8BEN (the interest payments in question are not effectively connected with a U.S. trade or any successor forms),business conducted by such Lender; or
(D4) to the extent a Non-U.S. if such Lender is not the beneficial owner (for example, where the Non-U.S. Lender is a partnership or a participating LenderLender granting a typical participation), two properly completed and duly signed original copies executed originals of IRS Form W-8IMY (W-8IMY, or any successor forms) of the Non-U.S. Lenderform thereto, accompanied by a IRS Form W-9, IRS Form W-8ECI, IRS Form W-8BEN or W-8BEN-E, United States a U.S. Tax Compliance Certificate, Form W-9, Form W-8IMY or any and/or other required information (or any successor forms) certification documents from each beneficial owner that would be required under this Section 2.16(e) if such beneficial owner were a Lenderowner, as applicable (applicable; provided that if the Non-U.S. Foreign Lender is a partnership and not a participating Lender, and one or more beneficial owners direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, the United States such Foreign Lender may provide a U.S. Tax Compliance Certificate may be provided by such Non-U.S. Lender on behalf of such beneficial ownersdirect or indirect partner.
(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
(E) two properly completed and duly signed original executed copies of any other form prescribed by applicable U.S. federal income tax laws law as a basis for claiming a complete exemption from, from or a reduction in, United States in U.S. federal withholding tax on any payments Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to such Lender under permit the Loan DocumentsBorrower or the Administrative Agent to determine the withholding or deduction required to be made.
(3D) If the Administrative Agent is a U.S. Person, it shall deliver to the Borrower on or prior to the date on which it becomes the Administrative Agent under this Agreement with two duly completed copies of Internal Revenue Service Form W-9. If the Administrative Agent is not a “United States person” (as defined in Section 7701(a)(30) of the Code), it shall provide to the Borrower on or prior to the date on which it becomes the Administrative Agent under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower):
(1) two executed copies of IRS Form W-8ECI with respect to any amounts payable to the Administrative Agent for its own account; and
(2) two executed copies of IRS Form W-8IMY with respect to any amounts payable to the Administrative Agent for the account of others, certifying that it is a “U.S. branch” and that the payments it receives for the account of others are not effectively connected with the conduct of its trade or business within the United States and that it is using such form as evidence of its agreement with the Borrower to be treated as a U.S. person with respect to such payments (and the Borrower and the Administrative Agent agree to so treat the Administrative Agent as a U.S. person with respect to such payments as contemplated by Section 1.1441-1(b)(2)(iv) of the United States Treasury Regulations).
(E) Each Lender and the Administrative Agent agree that if any form or certification it previously delivered under this Section expires or becomes obsolete or inaccurate in any respect and such Lender or the Administrative Agent is not legally entitled to provide an updated form or certification, it shall promptly notify the Borrower and the Administrative Agent (in the case of a Lender) of its inability to update such form or certification.
(F) If a payment made to a Lender or the Administrative Agent or any other Recipient under any Loan Document would be subject to U.S. federal withholding tax imposed by FATCA if such Lender or the Administrative Agent or Recipient were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Sections Section 1471(b) or 1472(b) of the Code, as applicable), such Lender or the Administrative Agent or Recipient shall deliver to the Borrower and the Administrative Agent (in the case of a Lender) at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent (in the case of a Lender) 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 (in the case of a Lender) as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA, FATCA and to determine whether that such Lender or the Administrative Agent or Recipient has or has not complied with such LenderLender or the Administrative Agent’s or other Recipient’s obligations under FATCA and, if necessary, or to determine the amount to deduct and withhold from such payment. Notwithstanding any other provision Solely for the purposes of this clause (eF), a Lender “FATCA” shall not be required include any amendments made to deliver any documentation that such Lender is not legally eligible to deliverFATCA after the date of this Agreement.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Repay Holdings Corp)
Tax Forms. Each Any Lender shallthat is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at such the time or times as are reasonably requested by the Borrower or the Administrative Agent, provide the Borrower and the Administrative Agent with any such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by any Requirement of Applicable Law or reasonably requested by the Borrower or the Administrative Agent certifying as to any entitlement of such Lender to an exemption from, or reduction in, any withholding Tax with respect to any payments to be made to such Lender under any Loan Document. Each such Lender shall, whenever a lapse in time or change in circumstances renders any such documentation (including any specific documentation required below in this Section 2.16(e)) obsolete, expired, invalid or inaccurate in any respect, deliver promptly to the Borrower and the Administrative Agent updated or other appropriate documentation (including any new documentation reasonably requested by will enable the Borrower or the Administrative AgentAgent 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 paragraphs (c)(i), (ii) and (v) of this Section) shall not be required if in the Lender’s reasonable judgment such completion, execution or promptly notify submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the Borrower and the Administrative Agent in writing legal or commercial position of its inability to do sosuch Lender. Without limiting the generality of the foregoing:
(1i) Each U.S. Any Lender that is a “United States Person” as defined in Section 7701(a)(30) of the Internal Revenue Code shall deliver to the Borrower and the Administrative Agent on or before the date on which it becomes a party to this Agreement two properly completed and duly signed original executed copies of IRS Internal Revenue Service Form W-9 certifying that such Lender is exempt from U.S. federal backup withholdingwithholding tax.
(2ii) Each Non-U.S. Lender shall deliver Prior to the Borrower and the Administrative Agent on or before the date on which it that any Foreign Lender becomes a party to this Agreement hereto (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent) ), such 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), whichever of the following is applicable:
(A) two properly completed and duly signed original copies in the case of IRS Form W-8BEN (or any successor forms) 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, an executed copy 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 other documentation as required under the Code,tax treaty;
(B) two properly completed and duly signed original copies an executed copy of IRS Form W-8ECI (or any successor forms),W-8ECI;
(C) in the case of a Non-U.S. Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 871(h) or Section 881(c) of the Code, (Ax) two properly completed and duly signed certificates (any a certificate substantially in the form of Exhibit P-1 to the effect that such certificateForeign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “United States 10 percent shareholder” of such Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (By) two properly completed and duly signed original copies an executed copy of IRS Form W-8BEN (or any successor forms),W-8BEN-E, as applicable; or
(D) to the extent a Non-U.S. Foreign Lender is not the beneficial owner (for exampleBeneficial Owner, where the Non-U.S. Lender is a partnership or a participating Lender), two properly completed and duly signed original copies an executed copy of IRS Form W-8IMY (or any successor forms) of the Non-U.S. LenderW-8IMY, accompanied by a IRS Form W-8ECI, IRS Form W-8BEN, United States W-8BEN-E, a U.S. Tax Compliance CertificateCertificate substantially in the form of Exhibit P-2 or Exhibit P-3, IRS Form W-9, Form W-8IMY or any and/or other required information (or any successor forms) certification documents from each beneficial owner that would be required under this Section 2.16(e) if such beneficial owner were a LenderBeneficial Owner, as applicable (provided applicable; provided, that if the Non-U.S. Foreign Lender is a partnership and not a participating Lender, and one or more beneficial owners direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, the United States such Foreign Lender may provide a U.S. Tax Compliance Certificate may be provided by such Non-U.S. Lender substantially in the form of Exhibit P-4 on behalf of each such beneficial ownersdirect and indirect partner;
(iii) Each such Foreign Lender shall, to the extent it is legally entitled to do so, (x) 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
executed originals or (Eif copies are equally valid for the purpose) two properly completed and duly signed original copies of any other form prescribed by applicable U.S. federal income tax laws law as a basis for claiming a complete exemption from, from or a reduction inin U.S. Federal withholding Tax, United States federal duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower or the Administrative Agent to determine the withholding tax or deduction required to be made, (y) deliver further copies of such forms or other appropriate certifications on or before the date that any such forms expire or become obsolete and after the occurrence of any event requiring a change in the most recent form delivered to the Borrower or the Administrative Agent, and (z) obtain such extensions of the time for filing, and renew such forms and certifications thereof, as may be reasonably requested by the Borrower or the Administrative Agent.
(iv) If any such Lender, to the extent it may lawfully do so, fails to deliver the above forms or other documentation, then the Administrative Agent may withhold from any payments to such Lender under any of the Loan DocumentsDocuments such amounts as are required by the Internal Revenue Code. If any Governmental Authority asserts that the Administrative Agent did not properly withhold or backup withhold, as the case may be, any Tax or other amount from payments made to or for the account of any Lender, such Lender shall indemnify the Administrative Agent therefor, including all penalties and interest, any Taxes imposed by any jurisdiction on the amounts payable to the Administrative Agent under this Section, and costs and expenses (including all reasonable fees and disbursements of any law firm or other external counsel and the allocated cost of internal legal services and all disbursements of internal counsel) of the Administrative Agent.
(3v) If a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding tax Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Sections Section 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 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, FATCA and to determine whether that such Lender Xxxxxx has or has not complied with such LenderXxxxxx’s obligations under FATCA and, if necessary, or to determine the amount amount, if any, to deduct and withhold from such payment. Notwithstanding any other provision Solely for purposes of this clause clause, “FATCA” shall include any amendments made to FATCA after the date of this Agreement.
(e)vi) The obligation of the Lenders under this Section shall survive the termination of the Commitments, a Lender shall not be required to deliver any documentation that such Lender is not legally eligible to deliverrepayment of all Obligations and the resignation or replacement of the Administrative Agent.
Appears in 1 contract
Samples: Credit Agreement (HC Government Realty Trust, Inc.)
Tax Forms. Each (a) (a) Any Lender shallthat is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at such the time or times as are reasonably requested by the Borrower or the Administrative Agent, provide the Borrower and the Administrative Agent with any such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by any Requirement of Applicable Law or reasonably requested by the Borrower or the Administrative Agent certifying as to any entitlement of such Lender to an exemption from, or reduction in, any withholding Tax with respect to any payments to be made to such Lender under any Loan Document. Each such Lender shall, whenever a lapse in time or change in circumstances renders any such documentation (including any specific documentation required below in this Section 2.16(e)) obsolete, expired, invalid or inaccurate in any respect, deliver promptly to the Borrower and the Administrative Agent updated or other appropriate documentation (including any new documentation reasonably requested by will enable the Borrower or the Administrative AgentAgent 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 paragraphs (a)(ii)(A), (ii)(B) and (ii)(D) of this Section) shall not be required if in the Lender’s reasonable judgment such completion, execution or promptly notify submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the Borrower and the Administrative Agent in writing legal or commercial position of its inability to do so. such Lender.
(i) Without limiting the generality of the foregoing:
(1) Each , any Lender that is a U.S. Lender Person shall deliver to the Borrower and the Administrative Agent on or before about the date on which it such Lender becomes a party to this Agreement two properly completed and duly signed original copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding.
(2) Each Non-U.S. Lender shall deliver to the Borrower and the Administrative Agent on or before the date on which it becomes a party to under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the AMERICAS/2023095923.12023095923.18 198 Credit Agreement Administrative Agent), properly completed and executed copies of IRS Form W-9 (or successor form) certifying that such Lender is exempt from U.S. federal backup withholding tax;
(A) 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 about 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) ), whichever of the following is applicable:
(A1) two properly completed and duly signed original copies in the case of IRS Form W-8BEN (or any successor forms) 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, and such other documentation as required under the Code,
(B) two properly completed and duly signed original executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, (or 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 Loan Document, properly completed and executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, (or 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;
(2) properly completed and executed copies of IRS Form W-8ECI (or any successor formsform),;
(C3) in the case of a Non-U.S. Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 871(h) or Section 881(c) of the Code, (Ax) two properly completed and duly signed certificates (any a certificate substantially in the form of Exhibit B-1 to the effect that such certificateForeign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “United States 10 percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, or a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (By) two properly completed and duly signed original executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable (or any successor formsform),; or
(D4) to the extent a Non-U.S. Foreign Lender is not the beneficial owner (for exampleowner, where the Non-U.S. Lender is a partnership or a participating Lender), two properly completed and duly signed original executed copies of IRS Form W-8IMY (or any successor forms) of the Non-U.S. Lenderform), accompanied by a IRS Form W-8ECI, IRS Form W-8BEN, United States Tax Compliance Certificate, IRS Form W-9, Form W-8IMY or any other required information (or any successor forms) from each beneficial owner that would be required under this Section 2.16(e) if such beneficial owner were a LenderW-8BEN-E, as applicable (or successor form), a U.S. Tax Compliance Certificate substantially in the form of Exhibit B-2 or Exhibit B-3, properly completed and executed copies of IRS Form W-9 (or successor form), and/or other certification documents from each beneficial owner, as applicable; provided that if the Non-U.S. Foreign Lender is a partnership and not a participating Lender, and one or more beneficial owners direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, the United States such Foreign Lender may provide AMERICAS/2023095923.12023095923.18 199 Credit Agreement a U.S. Tax Compliance Certificate may be provided by such Non-U.S. Lender substantially in the form of Exhibit B-4 on behalf of each such beneficial ownersdirect and indirect partner;
(B) 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 about 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
(E) two properly completed and duly signed original executed copies of any other form prescribed by applicable U.S. federal income tax laws Applicable Law as a basis for claiming a complete exemption from, from or a reduction in, United States in U.S. federal withholding tax on any payments Tax, duly completed, together with such supplementary documentation as may be prescribed by Applicable Law to such Lender under permit the Loan Documents.Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and
(3C) If if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding tax Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Sections 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 Applicable Law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law 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, FATCA and to determine whether that such Lender has or has not complied with such Lender’s obligations under FATCA and, if necessary, or to determine the amount amount, if any, to deduct and withhold from such payment. Notwithstanding any other provision Solely for purposes of this clause (eD), a “FATCA” shall include any amendments made to FATCA after the date of this Agreement. Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall not be required update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to deliver any documentation that such Lender is not legally eligible to deliverdo so.
Appears in 1 contract
Samples: Credit Agreement (Sensata Technologies Holding PLC)
Tax Forms. Each (i) Any Lender shallor Issuing Lender that is entitled to an exemption from or reduction of any applicable withholding Tax with respect to payments hereunder or under any other Loan Document shall deliver to the Borrower (with a copy to the Administrative Agent), at such the time or times as are reasonably requested by the Borrower or the Administrative Agent, provide the Borrower and the Administrative Agent with any such properly completed and executed documentation prescribed by applicable law or as reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Requirement of Law Lender or Issuing Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent certifying as to any entitlement of such Lender to an exemption from, or reduction in, any withholding Tax with respect to any payments to be made to such Lender under any Loan Document. Each such Lender shall, whenever a lapse in time or change in circumstances renders any such documentation (including any specific documentation required below in this Section 2.16(e)) obsolete, expired, invalid or inaccurate in any respect, deliver promptly to the Borrower and the Administrative Agent updated or other appropriate documentation (including any new documentation reasonably requested by will enable the Borrower or the Administrative AgentAgent to determine whether or not such Lender or Issuing 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 forms (other than such forms set forth in Section 2.18(e)(ii)(A)–(D), Section 2.18(e)(iii) or promptly notify Section 2.18(e)(iv) below) shall not be required if in the Borrower and Lender or Issuing Lender’s reasonable judgment such completion, execution or submission would subject such Lender or Issuing Lender to any material unreimbursed cost or expense or would materially prejudice the Administrative Agent in writing legal or commercial position of its inability to do so. such Lender or Issuing Lender.
(ii) Without limiting the generality of the foregoing:
(1, in the event that the Borrower is a United States person under Section 7701(a)(30) Each U.S. of the Code, any Foreign Lender shall 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 before prior to the date on which it such Foreign Lender becomes a party to Lender under this Agreement two properly completed Agreement, and duly signed original copies after the occurrence of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding.
(2) Each Non-U.S. Lender shall deliver to a change in the Borrower and Lender’s circumstances which require a change in the Administrative Agent on most recent form or before the date on which certification previously delivered by it becomes a party to this Agreement (and from time to time thereafter upon the request of the Borrower or the Administrative Agent) ), whichever of the following is applicable:
(A) two properly duly completed and duly signed original copies of IRS Internal Revenue Service Form W-8BEN (or any successor forms) Form W-8BEN-E claiming eligibility for the benefits of an income tax treaty to which the United States of America is a party, and such other documentation as required under the Code,
(B) two properly duly completed and duly signed original copies of IRS Internal Revenue Service Form W-8ECI (or any successor forms)W-8ECI,
(C) in the case of a Non-U.S. Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 871(h) or Section 881(c) of the Code, (x) a certificate substantially in the Form of Exhibit D to the effect that (A) two properly completed and duly signed certificates (any such certificate, Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (B) such Foreign Lender is not a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, (C) such Foreign Lender is not a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code and (D) no payments in connection with any Loan Document are effectively connected with the United States trade or business conducted by such Lender (a “U.S. Tax Compliance Certificate”) and (By) two properly duly completed and duly signed original copies of IRS Internal Revenue Service Form W-8BEN (or any successor forms)Form W-8BEN-E,
(D) to the extent a Non-U.S. Foreign Lender is not the beneficial owner (for example, where the Non-U.S. Foreign Lender is a partnership or participating Lender granting a participating Lendertypical participation), two properly completed and duly signed original copies of IRS an Internal Revenue Service Form W-8IMY (or any successor forms) of the Non-U.S. LenderW-8IMY, accompanied by a Form W-8ECI, W-8BEN, United States W-8BEN-E, U.S. Tax Compliance Certificate, Form W-9, Form W-8IMY or any and/or other required information (or any successor forms) certification documents from each beneficial owner that would be required under this Section 2.16(e) if such beneficial owner were a Lenderowner, as applicable (applicable; provided that if the Non-U.S. Foreign Lender is a partnership (and not a participating Lender, ) and one or more beneficial owners of such Foreign Lender are claiming the portfolio interest exemption, the United States such Foreign Lender may provide a U.S. Tax Compliance Certificate may be provided by such Non-U.S. Lender on behalf of each such beneficial owners)owner, or
(E) two properly completed and duly signed original copies of any other form prescribed by applicable U.S. federal income tax laws law as a basis for claiming a complete exemption from, from or a reduction in, in United States federal withholding tax on any payments duly completed together with such supplementary documentation as may be prescribed by applicable law to such Lender under permit the Loan DocumentsBorrower or the Administrative Agent to determine the withholding or deduction required to be made, if any.
(3iii) Any Lender or Issuing Lender that is a United States person under Section 7701(a)(30) of the Code, to the extent it may lawfully do so, shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender or Issuing Lender becomes a Lender or Issuing Lender, as applicable, under this Agreement, on or prior to the date on which any such form or certification expires or becomes obsolete, and after the occurrence of a change in the Lender or Issuing Lender’s circumstances which require a change in the most recent form or certification previously delivered by it (and from time to time thereafter upon the request of the Borrower or the Administrative Agent), duly completed copies of Internal Revenue Service Form W-9 (or any successor form) certifying that such Lender or Issuing Lender is entitled to an exemption from U.S. backup withholding tax.
(iv) If a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding tax Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Sections Section 1471(b) or 1472(b1471(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, FATCA and to determine whether that such Lender has or has not complied with such Lender’s obligations under FATCA and, if necessary, or to determine the amount to deduct and withhold from such payment. Notwithstanding any other provision Solely for purposes of this clause (e)paragraph, a “FATCA” shall include any amendments made to FATCA after the Closing Date. Each Lender and Issuing Lender agrees that if any form or certification it previously delivered by it expires or becomes obsolete or inaccurate in any respect, it shall not be required update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so. Each Lender hereby authorizes the Administrative Agent to deliver to the Loan Parties and to any successor Administrative Agent any documentation that provided by such Lender is not legally eligible Xxxxxx to deliverthe Administrative Agent pursuant to this Section 2.18(e).
Appears in 1 contract
Samples: Credit Agreement (Cars.com Inc.)
Tax Forms. Each (a) Any Lender shallthat is entitled to an exemption from, or reduction of, any applicable withholding tax with respect to any payments under this Agreement shall deliver to the Borrower and the Administrative Agent, at such the time or times as are reasonably requested by the Borrower or the Administrative Agent, provide the Borrower and the Administrative Agent with any such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without, or at a reduced rate of, withholding. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by any Requirement of Law or reasonably requested by the Borrower or the Administrative Agent certifying as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to any entitlement withholding (including backup withholding) or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such Lender to an exemption from, or reduction in, any withholding Tax with respect to any payments to be made to such Lender under any Loan Document. Each such Lender shall, whenever a lapse in time or change in circumstances renders any such documentation (including any specific other than such documentation set forth in clauses (i) through (v) of paragraph (b) below) shall not be required below if in this Section 2.16(e)) obsoletethe Lender’s judgment, expiredsuch completion, invalid execution or inaccurate in any respect, deliver promptly to submission would materially prejudice the Borrower and legal or commercial position of such Lender. Upon the Administrative Agent updated or other appropriate documentation (including any new documentation reasonably requested by reasonable request of the Borrower or the Administrative Agent, any Lender shall update any form or certification previously delivered pursuant to this Section 10.15. If any form or certification previously delivered pursuant to this Section 10.15 expires or becomes obsolete or inaccurate in any respect with respect to a Lender, such Lender shall promptly (and in any event within 10 days after such expiration, obsolescence or inaccuracy) or promptly notify the Borrower and the Administrative Agent in writing of its inability such expiration, obsolescence or inaccuracy and update the form or certification if such Lender is legally eligible to do so. Notwithstanding any other provision of this paragraph, a Lender shall not be required to deliver any form pursuant to this paragraph that it is not legally able to deliver.
(b) Without limiting the generality of the foregoing:
(1) Each U.S. , each Lender shall shall, if it is legally eligible to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as is reasonably requested by the Borrower and the Administrative Agent) on or before prior to the date on which it such Lender becomes a party to this Agreement two properly hereto, duly completed and duly signed original executed copies of whichever of the following is applicable:
(i) in the case of a Lender that is a U.S. Person, IRS Form W-9 W−9 certifying that such Lender is exempt from U.S. federal backup withholding.withholding tax;
(2ii) Each Non-U.S. in the case of a Foreign Lender shall deliver to the Borrower and the Administrative Agent on or before the date on which it becomes a party to this Agreement (and from time to time thereafter upon the request of the Borrower or the Administrative Agent) whichever of the following is applicable:
(A) two properly completed and duly signed original copies of IRS Form W-8BEN (or any successor forms) claiming eligibility for the benefits of an income tax treaty to which the United States is a partyparty (1) with respect to payments of interest under this Agreement, 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 (2) with respect to any other applicable payments under this Agreement, 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 other documentation as required under the Code,tax treaty;
(B) two properly completed and duly signed original copies of IRS Form W-8ECI (or any successor forms),
(Ciii) in the case of a Non-U.S. Foreign Lender for whom 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−8ECI;
(iv) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 871(h) or Section 881(c) of the Code, both (A1) two properly completed IRS Form W−8BEN and duly signed certificates (any such certificate2) a certificate substantially in the form of Exhibit X-0, Xxxxxxx X-0, Exhibit M-3 or Exhibit M-4 (each, a “United States U.S. Tax Compliance Certificate”), as applicable, to the effect that such Lender is not (x) and a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (By) two properly completed and duly signed original copies a “10 percent shareholder” of IRS Form W-8BEN the Borrower within the meaning of Section 871(h)(3)(B) of the Code or (or any successor forms),z) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code;
(Dv) to in the extent case of a Non-U.S. Foreign Lender that is not the beneficial owner of payments made under this Agreement (for example, where the Non-U.S. Lender is including a partnership or a participating Lender), two properly completed and duly signed original copies of (1) an IRS Form W-8IMY W−8IMY on behalf of itself and (or any successor forms2) the relevant forms prescribed in clauses (i), (ii), (iii), (iv) and (v) of the Non-U.S. Lender, accompanied by a Form W-8ECI, W-8BEN, United States Tax Compliance Certificate, Form W-9, Form W-8IMY or any other required information this paragraph (or any successor formsb) from each beneficial owner that would be required under this Section 2.16(e) of each such beneficial owner or partner of such partnership if such beneficial owner or partner were a Lender, as applicable (; provided that if the Non-U.S. such Lender is a partnership and not a participating Lender, and one or more beneficial owners of its partners are claiming the exemption for portfolio interest exemptionunder Section 881(c) of the Code, the United States such Lender may provide a U.S. Tax Compliance Certificate may be provided by such Non-U.S. Lender on behalf of such beneficial owners), partners; or
(Evi) two properly completed and duly signed original copies of any other form prescribed by applicable U.S. federal income tax laws law as a basis for claiming a complete an exemption from, or a reduction inof, United States U.S. federal withholding tax on any payments tax, together with such supplementary documentation as shall be necessary to such Lender under enable the Loan DocumentsBorrower or the Administrative Agent to determine the amount of Tax (if any) required by law to be withheld.
(3c) If a payment made to a Lender under any Loan Document this Agreement 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 Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to Borrower and the Administrative Agent Withholding Agent, at the time or times prescribed by law and at such time or times reasonably requested by Borrower or the Administrative Agent Withholding 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 Withholding Agent as may be necessary for the Borrower and the Administrative Withholding Agent to comply with their its obligations under FATCA, to determine whether that such Lender has or has not complied with such Lender’s obligations under FATCA and, if as necessary, to determine the amount to deduct and withhold from such payment. Notwithstanding any other provision Solely for purposes of this clause (eSection 10.15(c), a Lender the term “FATCA” shall not be required include any amendments made to deliver any documentation that such Lender is not legally eligible to deliver.FATCA after the date of this Agreement
Appears in 1 contract
Tax Forms. (a) Each Lender shall(which for purposes of this Section 10.15 shall include any L/C Issuer or any Swing Line Lender) shall deliver to the Borrower and to the Administrative Agent, at such the time or times as are reasonably requested by the Borrower or the Administrative Agent, provide the Borrower and the Administrative Agent with any such properly completed and duly executed documentation prescribed by any Requirement of Law or applicable Laws and such other reasonably requested by information as will permit the Borrower or the Administrative Agent certifying Agent, as the case may be, (A) to determine whether or not 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 entitlement of such Lender to an available exemption from, or reduction inof, any withholding Tax with applicable Taxes in respect to of any payments to be made to such Lender under pursuant to any Loan DocumentDocument or otherwise to establish such Lender’s status for withholding tax purposes in an applicable jurisdiction (including, if applicable, any documentation necessary to prevent withholding under Sections 1471-1474 of the Code). Each such Lender shall, whenever a lapse in time or change in circumstances renders any such documentation (including any specific documentation required below in this Section 2.16(e)) obsolete, expired, invalid expired or inaccurate in any material respect, deliver promptly to the Borrower and the Administrative Agent updated or other appropriate documentation (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 inability to do so. Without limiting the generality of the foregoing:,
(i) to the extent it is qualified for any exemption from or reduction in United States federal withholding tax with respect to any Loan made to the Borrower, each Lender and Agent that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code that lends to the Borrower (each, a “Non-US Lender”) shall deliver to the Borrower and the Administrative Agent, on or prior to the date which is ten (10) Business Days after the Closing Date (or upon accepting an assignment of an interest herein), two duly signed, properly completed copies of either IRS Form X-0XXX, X-0XXX-X, X-0XXX or any successor thereto (relating to such Non-US Lender and entitling it to an exemption from, or reduction of, United States federal withholding tax on specified payments to be made to such Non-US Lender by the Borrower pursuant to this Agreement or any other Loan Document) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Non-US Lender by the Borrower pursuant to this Agreement or any other Loan Document) and/or such other forms and evidence reasonably satisfactory to the Borrower and the Administrative Agent that such Non-US Lender is entitled to an exemption from, or reduction of, United States federal withholding tax whether pursuant to Section 881(c) of the Code or otherwise, and in the case of a Non-US Lender claiming such an exemption under Section 881(c) of the Code, a certificate substantially in the form of Exhibits X-0, X-0, X-0 and S-4 (the “US Tax Certificate”) that establishes in writing to the Borrower and the Administrative Agent that such Non-US Lender is not (A) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (B) a 10-percent shareholder within the meaning of Section 871(h)(3)(B) or 881(c)(3)(B) of the Code, (C) a controlled foreign corporation described in Section 881(c)(3)(C) of the Code and (D) receiving any payment under any Loan Document that is effectively connected with a US trade or business. Thereafter and from time to time, to the extent it is then qualified for any exemption from or reduction in United States federal withholding tax, each such Non-US Lender shall (A) promptly submit to the Borrower and the Administrative Agent such additional duly and properly completed and signed copies of one or more of such forms or certificates (or such successor forms or certificates as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then current United States laws and regulations to avoid, or such evidence as is reasonably satisfactory to the Borrower and the Administrative Agent of any available exemption from, or reduction of, United States federal withholding taxes in respect of payments to be made to such Non-US Lender by the Borrower pursuant to this Agreement, or any other Loan Document, in each case, (1) Each on or before the date that any such form, certificate or other evidence expires or becomes obsolete, (2) after the occurrence of any event requiring a change in the most recent form, certificate or evidence previously delivered by it to the Borrower and the Administrative Agent and (3) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent, and (B) promptly notify the Borrower and the Administrative Agent of any change in circumstances which would modify or render invalid any previously claimed exemption or reduction;
(ii) each Non-US Lender, to the extent it does not act or ceases to act for its own account with respect to any portion of any sums paid or payable to such Non-US Lender under any of the Loan Documents (for example, in the case of a typical participation by such Non-US Lender, or where Non-US Lender is a partnership for U.S. Lender federal income tax purposes), shall deliver to the Borrower and the Administrative Agent on or before the date on which it becomes a party to this Agreement two properly completed and duly signed original copies of IRS Form W-9 certifying that when such Lender is exempt from U.S. federal backup withholding.
(2) Each Non-U.S. US Lender shall deliver ceases to act for its own account with respect to any portion of any such sums paid or payable, and at such other times as may be necessary in the Borrower and the Administrative Agent on or before the date on which it becomes a party to this Agreement (and from time to time thereafter upon the request determination of the Borrower or the Administrative Agent) whichever of the following is applicable:
Agent (A) two properly completed and duly signed original copies of IRS Form W-8BEN (or any successor forms) claiming eligibility for the benefits of an income tax treaty to which the United States is a partyin either case, and such other documentation as required under the Code,
(B) two properly completed and duly signed original copies of IRS Form W-8ECI (or any successor forms),
(C) in the case reasonable exercise of a Non-U.S. Lender claiming the benefits of the exemption for portfolio interest under Section 871(h) or Section 881(c) of the Codeits discretion), (A) two duly signed, properly completed and duly signed certificates (copies of the forms or statements required to be provided by such Non-US Lender as set forth above, to establish the portion of any such certificatesums paid or payable with respect to which such Non-US Lender acts for its own account and is entitled to an exemption from, a “or reduction of, United States Tax Compliance Certificate”) federal withholding tax and (B) two duly signed, properly completed and duly signed original copies of IRS Form W-8BEN (or any successor forms),
(D) to the extent a Non-U.S. Lender is not the beneficial owner (for example, where the Non-U.S. Lender is a partnership or a participating Lender), two properly completed and duly signed original copies of IRS Form W-8IMY (or any successor forms) of the thereto), together with any information such Non-U.S. US Lender is required to transmit with such form, and any other certificate or statement of exemption required under the Code, to establish that such Non-US Lender is not acting for its own account with respect to a portion of any such sums payable to such Non-US Lender, accompanied by a Form W-8ECI, W-8BEN, United States including any applicable US Tax Compliance Certificate, Form W-9, Form W-8IMY or any other required information (or any successor forms) from each beneficial owner that would be required under this Section 2.16(e) if such beneficial owner were a Lender, as applicable (provided that if the Non-U.S. Lender is a partnership and not a participating Lender, and one or more beneficial owners of its partners are claiming the exemption for portfolio interest exemptionunder Section 881(c) of the Code, the United States such Lender shall provide a US Tax Compliance Certificate may be provided by such Non-U.S. Lender on behalf of such beneficial owners), orpartners; and
(Eiii) two properly completed to the extent it is qualified for any exemption from or reduction in United States federal withholding tax with respect to any Loan made to the Borrower, each Lender and duly signed original copies of Agent that lends to the Borrower, shall timely deliver to the Borrower and the Administrative Agent any other form prescribed by applicable U.S. federal income tax laws Laws as a basis for claiming a complete exemption from, from or a reduction in, in United States federal withholding tax on (including, if applicable, any payments documentation necessary to such Lender prevent withholding under the Loan Documents.
(3) 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 Code, as applicable), such Lender shall deliver to Borrower and the Administrative Agent 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) 1471-1474 of the Code) and such additional documentation or otherwise reasonably requested by the Borrower or the Administrative Agent together with such supplementary documentation as may be necessary for prescribed by applicable Laws or otherwise reasonably requested by the Borrower or the Administrative Agent to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made.
(b) Any Loan Party or other applicable withholding agent may deduct and withhold any taxes required by any Laws to be deducted and withheld from any payment under any of the Loan Documents.
(c) Each Lender and Agent that is a “United States person” within the meaning of Section 7701(a)(30) of the Code that lends to the Borrower (each, a “US Lender”) shall deliver to the Administrative Agent and the Borrower two duly signed, properly completed copies of IRS Form W-9 (or any successor form) on or prior to the Closing Date (or on or prior to the date it becomes a party to this Agreement), certifying that such US Lender is entitled to an exemption from United States backup withholding tax, or such other forms and evidence reasonably satisfactory to the Borrower and the Administrative Agent that such US Lender is entitled to comply with their obligations under FATCA, an exemption from United States backup withholding tax. Notwithstanding anything to determine whether such Lender has or has not complied with such Lender’s obligations under FATCA andthe contrary in this Agreement, if necessarysuch US Lender fails to deliver such forms, to determine then the amount to deduct and applicable withholding agent may withhold from any payment to such payment. Notwithstanding any other provision of this clause (e), a US Lender an amount equivalent to the applicable backup withholding tax imposed by the Code and the Borrower shall not be liable for any additional amounts with respect to such withholding.
(d) Notwithstanding anything to the contrary in this Section 10.15, no Lender or Agent shall be required to deliver any documentation that such Lender it is not legally eligible to deliver.
(e) Each Lender hereby authorizes the Administrative Agent to deliver to the Loan Parties and to any successor Administrative Agent any documentation provided by such Lender to the Administrative Agent pursuant to this Section 10.15.
Appears in 1 contract
Samples: Credit Agreement (Quintiles Transnational Holdings Inc.)
Tax Forms. Each (i) The Administrative Agent or any Lender shallthat is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Parent Borrower and the Administrative Agent (as applicable), at such the time or times as are reasonably requested by the Parent Borrower or the Administrative Agent, provide the Borrower and the Administrative Agent with any such properly completed and executed documentation reasonably requested by the Parent Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Parent Borrower or the Administrative Agent, shall deliver such other documentation prescribed by any Requirement of applicable Law or reasonably requested by the Parent Borrower or the Administrative Agent certifying as to any entitlement of such Lender to an exemption from, or reduction in, any withholding Tax with respect to any payments to be made to such Lender under any Loan Document. Each such Lender shall, whenever a lapse in time or change in circumstances renders any such documentation (including any specific documentation required below in this Section 2.16(e)) obsolete, expired, invalid or inaccurate in any respect, deliver promptly to will enable the Borrower and the Administrative Agent updated or other appropriate documentation (including any new documentation reasonably requested by the Parent Borrower or the Administrative Agent (as applicable) 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 Sections 10.14(a)(ii)(A), (ii)(B), (ii)(D) and (ii)(E) below) shall not be required if in the Lender's or the Administrative Agent) 's reasonable judgment such completion (as applicable), execution or promptly notify the Borrower and submission would subject such Lender or the Administrative Agent in writing (as applicable) to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of its inability to do so. such Lender or the Administrative Agent (as applicable).
(i) Without limiting the generality of the foregoing:,
(1A) Each any Lender that is a U.S. Lender Person shall deliver to the Parent Borrower and the Administrative Agent on or before prior to the date on which it such Lender becomes a party to this Agreement two properly completed and duly signed original copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding.
(2) Each Non-U.S. Lender shall deliver to the Borrower and the Administrative Agent on or before the date on which it becomes a party to under this Agreement (and from time to time thereafter upon the reasonable request of the Borrowers or the Administrative Agent), executed copies of IRS Form W‑9 certifying that such Lender is exempt from U.S. Federal backup withholding Tax;
(B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Parent Borrower and the Administrative Agent (in such number of copies as shall be reasonably 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 Parent Borrower or the Administrative Agent) ), whichever of the following is applicable:
(A) two properly completed and duly signed original copies of IRS Form W-8BEN (or any successor forms) claiming eligibility for the benefits of an income tax treaty to which the United States is a party, and such other documentation as required under the Code,
(B) two properly completed and duly signed original copies of IRS Form W-8ECI (or any successor forms),
(C) in the case of a Non-U.S. Lender claiming the benefits of the exemption for portfolio interest under Section 871(h) or Section 881(c) of the Code, (A) two properly completed and duly signed certificates (any such certificate, a “United States Tax Compliance Certificate”) and (B) two properly completed and duly signed original copies of IRS Form W-8BEN (or any successor forms),
(D) to the extent a Non-U.S. Lender is not the beneficial owner (for example, where the Non-U.S. Lender is a partnership or a participating Lender), two properly completed and duly signed original copies of IRS Form W-8IMY (or any successor forms) of the Non-U.S. Lender, accompanied by a Form W-8ECI, W-8BEN, United States Tax Compliance Certificate, Form W-9, Form W-8IMY or any other required information (or any successor forms) from each beneficial owner that would be required under this Section 2.16(e) if such beneficial owner were a Lender, as applicable (provided that if the Non-U.S. Lender is a partnership and not a participating Lender, and one or more beneficial owners are claiming the portfolio interest exemption, the United States Tax Compliance Certificate may be provided by such Non-U.S. Lender on behalf of such beneficial owners), or
(E) two properly completed and duly signed original copies of any other form prescribed by applicable U.S. federal income tax laws as a basis for claiming a complete exemption from, or a reduction in, United States federal withholding tax on any payments to such Lender under the Loan Documents.
(3) 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 Code, as applicable), such Lender shall deliver to Borrower and the Administrative Agent 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 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, to determine whether such Lender has or has not complied with such Lender’s obligations under FATCA and, if necessary, to determine the amount to deduct and withhold from such payment. Notwithstanding any other provision of this clause (e), a Lender shall not be required to deliver any documentation that such Lender is not legally eligible to deliver.
Appears in 1 contract
Samples: Asset Based Revolving Credit Agreement (Vista Outdoor Inc.)
Tax Forms. Each Any Lender shallthat is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at such the time or times as are reasonably requested by the Borrower or the Administrative Agent, provide the Borrower and the Administrative Agent with any such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by any Requirement of Law applicable law or reasonably requested by the Borrower or the Administrative Agent certifying as to any entitlement of such Lender to an exemption from, or reduction in, any withholding Tax with respect to any payments to be made to such Lender under any Loan Document. Each such Lender shall, whenever a lapse in time or change in circumstances renders any such documentation (including any specific documentation required below in this Section 2.16(e)) obsolete, expired, invalid or inaccurate in any respect, deliver promptly to the Borrower and the Administrative Agent updated or other appropriate documentation (including any new documentation reasonably requested by will enable the Borrower or the Administrative AgentAgent 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 paragraphs (e)(i) or promptly notify (iii) below and Section 2.20(f)) shall not be required if in the Borrower and 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 Administrative Agent in writing legal or commercial position of its inability to do sosuch Lender. Without limiting the generality of the foregoing:
(1i) Each Any Lender that is a U.S. Lender Person shall deliver to the Borrower and the Administrative Agent Agent, on or before prior to the date on which it such Lender becomes a party to this Agreement two properly completed and duly signed original copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding.
(2) Each Non-U.S. Lender shall deliver to the Borrower and the Administrative Agent on or before the date on which it becomes a party to under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), duly executed copies of IRS Form W-9 certifying, to the extent such Lender is legally entitled to do so, that such Lender is exempt from U.S. federal backup withholding tax.
(ii) Any Lender that is a Foreign Person and that is entitled to an exemption from or reduction of withholding tax under the Code or any treaty to which the United States is a party with respect to payments under this Agreement shall deliver, to the extent it is legally entitled to do so, to the Borrower and the Administrative Agent, at the time or times prescribed by applicable law, such properly completed and executed documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding.
(iii) Each Lender that is a Foreign Person shall, to the extent it is legally entitled to do so, (w) on or prior to the date such Lender becomes a Lender under this Agreement, (x) on or prior to the date on which any such form or certification expires or becomes obsolete, (y) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this subsection, and (z) from time to time upon the reasonable request by the Borrower or the Administrative Agent, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the Borrower or the Administrative Agent), whichever of the following is applicable:
(A) two properly completed and duly signed original copies of IRS Form W-8BEN (or any successor forms) if such Lender is 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, duly executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, or any successor form thereto, 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, duly executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, or any successor form thereto, establishing an exemption from, or reduction of, U.S. federal withholding tax pursuant to the “business profits” or “other income” article of such other documentation as required under the Code,tax treaty;
(B) two properly completed and duly signed original executed copies of IRS Form W-8ECI (W-8ECI, or any successor forms),form thereto, certifying that the payments received by such Lender are effectively connected with such Xxxxxx’s conduct of a trade or business in the United States;
(C) in the case of a Non-U.S. if such Lender is claiming the benefits of the exemption for portfolio interest under Section 871(h) or Section 881(c) of the Code, duly executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, or any successor form thereto, together with a certificate (A) two properly completed and duly signed certificates (any such certificate, a “United States U.S. Tax Compliance Certificate”) upon which such Lender certifies that (1) such Lender is not a bank for purposes of Section 881(c)(3)(A) of the Code, or the obligation of the Borrower hereunder is not, with respect to such Lender, a loan agreement entered into in the ordinary course of its trade or business, within the meaning of that Section, (2) such Lender is not a 10% shareholder of the Borrower within the meaning of Section 871(h)(3) or Section 881(c)(3)(B) of the Code, (3) such Lender is not a controlled foreign corporation that is related to the Borrower within the meaning of Section 881(c)(3)(C) of the Code, and (B4) two properly completed and duly signed original copies of IRS Form W-8BEN (the interest payments in question are not effectively connected with a U.S. trade or any successor forms),business conducted by such Lender; or
(D) to the extent a Non-U.S. if such Lender is not the beneficial owner (for example, where the Non-U.S. Lender is a partnership or a participating LenderLender granting a typical participation), two properly completed and duly signed original executed copies of IRS Form W-8IMY (W-8IMY, or any successor forms) of the Non-U.S. Lenderform thereto, accompanied by a IRS Form W-9, IRS Form W-8ECI, IRS Form W-8BEN, United States IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate, Form W-9, Form W-8IMY or any and/or other required information (or any successor forms) certification documents from each beneficial owner owner, as applicable.
(iv) Each Lender agrees that would be required if any form or certification it previously delivered under this Section 2.16(e) if expires or becomes obsolete or inaccurate in any respect and such beneficial owner were a Lender, as applicable (provided that if the Non-U.S. Lender is a partnership and not a participating Lenderlegally entitled to provide an updated form or certification, and one or more beneficial owners are claiming the portfolio interest exemption, the United States Tax Compliance Certificate may be provided by such Non-U.S. Lender on behalf of such beneficial owners), or
(E) two properly completed and duly signed original copies of any other form prescribed by applicable U.S. federal income tax laws as a basis for claiming a complete exemption from, or a reduction in, United States federal withholding tax on any payments to such Lender under the Loan Documents.
(3) 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 Code, as applicable), such Lender it shall deliver to Borrower and the Administrative Agent 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 the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for promptly notify the Borrower and the Administrative Agent of its inability to comply with their obligations under FATCA, to determine whether update such Lender has form or has not complied with such Lender’s obligations under FATCA and, if necessary, to determine the amount to deduct and withhold from such payment. Notwithstanding any other provision of this clause (e), a Lender shall not be required to deliver any documentation that such Lender is not legally eligible to delivercertification.
Appears in 1 contract
Samples: Credit Agreement (PACS Group, Inc.)
Tax Forms. Each Lender shall(i) 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 Borrower and the Administrative Agent, at such the time or times as are reasonably requested by the Borrower or the Administrative Agent, provide the Borrower and the Administrative Agent with any such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Recipient, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by any Requirement of Law applicable law or reasonably requested by the Borrower or the Administrative Agent certifying as to any entitlement of such Lender to an exemption from, or reduction in, any withholding Tax with respect to any payments to be made to such Lender under any Loan Document. Each such Lender shall, whenever a lapse in time or change in circumstances renders any such documentation (including any specific documentation required below in this Section 2.16(e)) obsolete, expired, invalid or inaccurate in any respect, deliver promptly to the Borrower and the Administrative Agent updated or other appropriate documentation (including any new documentation reasonably requested by will enable the Borrower or the Administrative AgentAgent 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 Section 2.20(f)(ii)(A), -(f)(ii)(B) and -(f)(ii)(F) below) shall not be required if in the applicable Lender’s reasonable judgment such completion, execution or promptly notify submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the Borrower and the Administrative Agent in writing legal or commercial position of its inability to do so. such Lender.
(ii) Without limiting the generality of the foregoing:
(1A) Each Any Lender that is a U.S. Lender Person shall deliver to the Borrower and the Administrative Agent Agent, on or before prior to the date on which it such Lender becomes a party to this Agreement two properly completed and duly signed original copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding.
(2) Each Non-U.S. Lender shall deliver to the Borrower and the Administrative Agent on or before the date on which it becomes a party to under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), duly executed originals of IRS Form W-9 certifying, to the extent such Lender is legally entitled to do so, that such Lender is exempt from U.S. federal backup withholding tax.
(B) Any Lender that is a Foreign Person shall, to the extent it is legally entitled to do so, (w) on or prior to the date such Lender becomes a Lender under this Agreement, (x) on or prior to the date on which any such form or certification expires or becomes obsolete, (y) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this subsection, and (z) from time to time upon the reasonable request by the Borrower or the Administrative Agent, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the Borrower or the Administrative Agent), whichever of the following is applicable:
(A1) two properly completed and duly signed original copies of IRS Form W-8BEN (or any successor forms) if such Lender is claiming eligibility for the benefits of an income tax treaty to which the United States is a party, and such other documentation as required under the Code,
party (Bx) two properly completed and duly signed original copies with respect to payments of IRS Form W-8ECI (or any successor forms),
(C) in the case of a Non-U.S. Lender claiming the benefits of the exemption for portfolio interest under Section 871(h) or Section 881(c) of the Codeany Loan Document, (A) two properly completed and duly signed certificates (any such certificate, a “United States Tax Compliance Certificate”) and (B) two properly completed and duly signed original copies executed originals of IRS Form W-8BEN (or W-8BEN-E, or any successor forms),
(D) to the extent a Non-U.S. Lender is not the beneficial owner (for exampleform thereto, where the Non-U.S. Lender is a partnership or a participating Lender), two properly completed and duly signed original copies of IRS Form W-8IMY (or any successor forms) of the Non-U.S. Lender, accompanied by a Form W-8ECI, W-8BEN, United States Tax Compliance Certificate, Form W-9, Form W-8IMY or any other required information (or any successor forms) from each beneficial owner that would be required under this Section 2.16(e) if such beneficial owner were a Lender, as applicable (provided that if the Non-U.S. Lender is a partnership and not a participating Lender, and one or more beneficial owners are claiming the portfolio interest exemption, the United States Tax Compliance Certificate may be provided by such Non-U.S. Lender on behalf of such beneficial owners), or
(E) two properly completed and duly signed original copies of any other form prescribed by applicable U.S. federal income tax laws as a basis for claiming a complete establishing an exemption from, or a reduction inof, United States federal withholding tax on any payments to such Lender under the Loan Documents.
(3) If a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding tax imposed by FATCA if pursuant to the “interest” article of 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 Codetax treaty, as applicable), such Lender shall deliver to Borrower and the Administrative Agent 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 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, to determine whether such Lender has or has not complied with such Lender’s obligations under FATCA and, if necessary, to determine the amount to deduct and withhold from such payment. Notwithstanding any other provision of this clause (e), a Lender shall not be required to deliver any documentation that such Lender is not legally eligible to deliver.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Repay Holdings Corp)
Tax Forms. Each (i) Any Lender shallor Participant that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at such the time or times as are reasonably requested by the Borrower or the Administrative Agent, provide the Borrower and the Administrative Agent with any such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by any Requirement of Law applicable law or reasonably requested by the Borrower or the Administrative Agent certifying as to any entitlement of such Lender to an exemption from, or reduction in, any withholding Tax with respect to any payments to be made to such Lender under any Loan Document. Each such Lender shall, whenever a lapse in time or change in circumstances renders any such documentation (including any specific documentation required below in this Section 2.16(e)) obsolete, expired, invalid or inaccurate in any respect, deliver promptly to the Borrower and the Administrative Agent updated or other appropriate documentation (including any new documentation reasonably requested by will enable the Borrower or the Administrative AgentAgent to determine whether or not such Lender is subject to backup withholding or information reporting requirements.
(ii) or promptly notify the Borrower and the Administrative Agent in writing of its inability to do so. Without limiting the generality of the foregoing:, in the event that the Borrower is a U.S. Borrower,
(1A) Each any Lender that is a United States person as defined in section 7701(a)(30) of the Code (“U.S. Lender Person”) shall deliver to the Borrower and the Administrative Agent on or before prior to the date on which it such Lender becomes a party to Lender under this Agreement two properly completed (and duly signed original copies from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding.withholding tax;
(2B) Each Non-U.S. any Foreign Lender shall 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 before prior to the date on which it such Foreign Lender becomes a party to Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent) ), whichever of the following is applicable:
(A1) two properly completed and duly signed original copies in the case of IRS Form W-8BEN (or any successor forms) 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, and such other documentation as required under the Code,
(B) two properly completed and duly signed original copies executed originals of IRS Form W-8ECI 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 any successor forms),reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;
(C2) executed originals of IRS Form W-8ECI;
(3) in the case of a Non-U.S. Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 871(h) or Section 881(c) of the Code, (Ax) two properly completed and duly signed certificates (any a certificate substantially in the form of Exhibit R-1 to the effect that such certificateForeign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “United States 10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (By) two properly completed and duly signed original copies executed originals of IRS Form W-8BEN (or any successor forms),W-8BEN; or
(D4) to the extent a Non-U.S. Foreign Lender is not the beneficial owner (for exampleowner, where the Non-U.S. Lender is a partnership or a participating Lender), two properly completed and duly signed original copies executed originals of IRS Form W-8IMY (or any successor forms) of the Non-U.S. LenderW-8IMY, accompanied by a IRS Form W-8ECI, IRS Form W-8BEN, United States a U.S. Tax Compliance CertificateCertificate substantially in the form of Exhibit R-1 or Exhibit R-2, IRS Form W-9, Form W-8IMY or any and/or other required information (or any successor forms) certification documents from each beneficial owner that would be required under this Section 2.16(e) if such beneficial owner were a Lenderowner, as applicable (applicable; provided that if the Non-U.S. Foreign Lender is a partnership and not a participating Lender, and one or more beneficial owners direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, the United States such Foreign Lender may provide a U.S. Tax Compliance Certificate may be provided by such Non-U.S. Lender substantially in the form of Exhibit R-1 on behalf of each such beneficial ownersdirect and indirect partner;
(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
(E) two properly completed and duly signed original copies executed originals of any other form prescribed by applicable U.S. federal income tax laws law as a basis for claiming a complete exemption from, from or a reduction in, United States in U.S. federal withholding tax on any payments Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to such Lender under permit the Loan Documents.Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and
(3D) If if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding tax Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Sections 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, FATCA and to determine whether that such Lender has or has not complied with such Lender’s obligations under FATCA and, if necessary, or to determine the amount to deduct and withhold from such payment. Notwithstanding any other provision Solely for purposes of this clause (eD), a “FATCA” shall include any amendments made to FATCA after the date of this Agreement. Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so, and the Borrower shall not be required to deliver notify any documentation that such Lender is not legally eligible of any obligations to deliverupdate or notify pursuant to this sentence.
Appears in 1 contract
Samples: Credit Agreement (Equity One, Inc.)
Tax Forms. Each Lender shall, at such times as are reasonably requested by the Borrower or the Administrative Agent, provide the Borrower and the Administrative Agent with any properly completed and executed documentation prescribed by any Requirement of Law or reasonably requested by the Borrower or the Administrative Agent certifying as to any entitlement of such Lender to an exemption from, or reduction in, any withholding Tax with respect to any payments to be made to such Lender under any Loan Document. Each such Lender shall, whenever a lapse in time or change in circumstances renders any such documentation (including any specific documentation required below in this Section 2.16(e)) obsolete, expired, invalid or inaccurate in any respect, deliver promptly to the Borrower and the Administrative Agent updated or other appropriate documentation (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 legal ineligibility to do so. Without limiting the generality of the foregoing:
(1i) Each U.S. Lender shall deliver to the Borrower and the Administrative Agent on or before the date on which it becomes a party to this Agreement two properly completed and duly signed original copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding.
(2ii) Each Non-U.S. Lender shall deliver to the Borrower and the Administrative Agent on or before the date on which it becomes a party to this Agreement (and from time to time thereafter upon the request of the Borrower or the Administrative Agent) whichever of the following is applicable:
(A) two properly completed and duly signed original copies of IRS Form W-8BEN or W-8BEN-E (or any successor forms) claiming eligibility for the benefits of an income tax treaty to which the United States is a party, and such other documentation as required under the Code,
(B) two properly completed and duly signed original copies of IRS Form W-8ECI (or any successor forms),
(C) in the case of a Non-U.S. Lender claiming the benefits of the exemption for portfolio interest under Section 871(h) or Section 881(c) of the Code, (A) two properly completed and duly signed certificates (any such certificate, a “United States Tax Compliance Certificate”) and (B) two properly completed and duly signed original copies of IRS Form W-8BEN or W-8BEN-E (or any successor forms),
(D) to the extent a Non-U.S. Lender is not the beneficial owner (for example, where the Non-U.S. Lender is a partnership or a participating Lender), two properly completed and duly signed original copies of IRS Form W-8IMY (or any successor forms) of the Non-U.S. Lender, accompanied by a Form W-8ECI, W-8BEN, United States Tax Compliance Certificate, Form W-9, Form W-8IMY or any other required information (or any successor forms) from each beneficial owner that would be required under this Section 2.16(e) if such beneficial owner were a Lender, as applicable (provided that if the Non-U.S. Lender is a partnership and not a participating Lender, and one or more beneficial owners are claiming the portfolio interest exemption, the United States Tax Compliance Certificate may be provided by such Non-U.S. Lender on behalf of such beneficial owners), or
(E) two properly completed and duly signed original copies of any other form prescribed by applicable U.S. federal income tax laws as a basis for claiming a complete exemption from, or a reduction in, United States federal withholding tax on any payments to such Lender under the Loan Documents.
(3iii) 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 Code, as applicable), such Lender shall deliver to Borrower and the Administrative Agent at the time or times prescribed by law applicable Requirements of Law and at such time or times reasonably requested by Borrower or the Administrative Agent such documentation prescribed by applicable law 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 obligations under FATCA, to determine whether such Lender has or has not complied with such Lender’s obligations under FATCA and, if necessary, to determine the amount to deduct and withhold from such payment. Notwithstanding any other provision of this clause (e), a Lender shall not be required to deliver any documentation that such Lender is not legally eligible to deliver. Each Lender hereby authorizes the Administrative Agent to deliver to the Borrower and to any successor Administrative Agent any documentation provided by the Lender to the Administrative Agent pursuant to this Section 2.16(e).
Appears in 1 contract
Samples: Credit Agreement (HMS Holdings Corp)
Tax Forms. Each Lender shall(i) 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 Borrower and the Administrative Agent, at such the time or times as are reasonably requested by the Borrower or the Administrative Agent, provide the Borrower and the Administrative Agent with any such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Recipient, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by any Requirement of Law applicable law or reasonably requested by the Borrower or the Administrative Agent certifying as to any entitlement of such Lender to an exemption from, or reduction in, any withholding Tax with respect to any payments to be made to such Lender under any Loan Document. Each such Lender shall, whenever a lapse in time or change in circumstances renders any such documentation (including any specific documentation required below in this Section 2.16(e)) obsolete, expired, invalid or inaccurate in any respect, deliver promptly to the Borrower and the Administrative Agent updated or other appropriate documentation (including any new documentation reasonably requested by will enable the Borrower or the Administrative AgentAgent 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 Section 2.20(f)(ii)(A), -(f)(ii)(B) and -(f)(ii)(F) below) shall not be required if in the applicable Lender’s reasonable judgment such completion, execution or promptly notify submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the Borrower and the Administrative Agent in writing legal or commercial position of its inability to do so. such Lender.
(ii) Without limiting the generality of the foregoing:
(1A) Each Any Lender that is a U.S. Lender Person shall deliver to the Borrower and the Administrative Agent Agent, on or before prior to the date on which it such Lender becomes a party to this Agreement two properly completed and duly signed original copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding.
(2) Each Non-U.S. Lender shall deliver to the Borrower and the Administrative Agent on or before the date on which it becomes a party to under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), duly executed originals of IRS Form W-9 certifying, to the extent such Lender is legally entitled to do so, that such Lender is exempt from U.S. federal backup withholding tax.
(B) Any Lender that is a Foreign Person shall, to the extent it is legally entitled to do so, (w) on or prior to the date such Lender becomes a Lender under this Agreement, (x) on or prior to the date on which any such form or certification expires or becomes obsolete, (y) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this subsection, and (z) from time to time upon the reasonable request by the Borrower or the Administrative Agent, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the Borrower or the Administrative Agent), whichever of the following is applicable:
(A1) two properly completed and duly signed original copies of IRS Form W-8BEN (or any successor forms) if such Lender is 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, and such other documentation as required under the Code,
(B) two properly completed and duly signed original copies executed originals of IRS Form W-8ECI (W-8BEN or W-8BEN-E, or any successor forms),form thereto, 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, duly executed originals of IRS Form W‑8BEN or W-8BEN-E, or any successor form thereto, 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;
(C2) duly executed originals of IRS Form W-8ECI, or any successor form thereto, certifying that the payments received by such Lender are effectively connected with such Lender’s conduct of a trade or business in the case of a Non-U.S. United States;
(3) if such Lender is claiming the benefits of the exemption for portfolio interest under Section 871(h) or Section 881(c) of the Code, duly executed originals of IRS Form W-8BEN or W-8BEN-E, or any successor form thereto, together with a certificate (A) two properly completed and duly signed certificates (any such certificate, a “United States U.S. Tax Compliance Certificate”) upon which such Lender certifies that (1) such Lender is not a bank for purposes of Section 881(c)(3)(A) of the Code, or the obligation of the Borrower hereunder is not, with respect to such Lender, a loan agreement entered into in the ordinary course of its trade or business, within the meaning of that Section, (2) such Lender is not a 10% shareholder of the Borrower within the meaning of Section 871(h)(3) or Section 881(c)(3)(B) of the Code, (3) such Lender is not a controlled foreign corporation that is related to the Borrower within the meaning of Section 881(c)(3)(C) of the Code, and (B4) two properly completed and duly signed original copies of IRS Form W-8BEN (the interest payments in question are not effectively connected with a U.S. trade or any successor forms),business conducted by such Lender; or
(D4) to the extent a Non-U.S. if such Lender is not the beneficial owner (for example, where the Non-U.S. Lender is a partnership or a participating LenderLender granting a typical participation), two properly completed and duly signed original copies executed originals of IRS Form W-8IMY (W-8IMY, or any successor forms) of the Non-U.S. Lenderform thereto, accompanied by a IRS Form W-9, IRS Form W-8ECI, IRS Form W-8BEN or W-8BEN-E, United States a U.S. Tax Compliance Certificate, Form W-9, Form W-8IMY or any and/or other required information (or any successor forms) certification documents from each beneficial owner that would be required under this Section 2.16(e) if such beneficial owner were a Lenderowner, as applicable (applicable; provided that if the Non-U.S. Foreign Lender is a partnership and not a participating Lender, and one or more beneficial owners direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, the United States such Foreign Lender may provide a U.S. Tax Compliance Certificate may be provided by such Non-U.S. Lender on behalf of such beneficial ownersdirect or indirect partner.
(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
(E) two properly completed and duly signed original executed copies of any other form prescribed by applicable U.S. federal income tax laws law as a basis for claiming a complete exemption from, from or a reduction in, United States in U.S. federal withholding tax on any payments Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to such Lender under permit the Loan DocumentsBorrower or the Administrative Agent to determine the withholding or deduction required to be made.
(3D) If the Administrative Agent is a U.S. Person, it shall deliver to the Borrower on or prior to the date on which it becomes the Administrative Agent under this Agreement with two duly completed copies of Internal Revenue Service Form W-9. If the Administrative Agent is not a “United States person” (as defined in Section 7701(a)(30) of the Code), it shall provide to the Borrower on or prior to the date on which it becomes the Administrative Agent under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower):
(1) two executed copies of IRS Form W-8ECI with respect to any amounts payable to the Administrative Agent for its own account; and
(2) two executed copies of IRS Form W-8IMY with respect to any amounts payable to the Administrative Agent for the account of others, certifying that it is a “U.S. branch” and that the payments it receives for the account of others are not effectively connected with the conduct of its trade or business within the United States and that it is using such form as evidence of its agreement with the Borrower to be treated as a U.S. person with respect to such payments (and the Borrower and the Administrative Agent agree to so treat the Administrative Agent as a U.S. person with respect to such payments as contemplated by Section 1.1441-1(b)(2)(iv) of the United States Treasury Regulations).
(E) Each Lender and the Administrative Agent agree that if any form or certification it previously delivered under this Section expires or becomes obsolete or inaccurate in any respect and such Lender or the Administrative Agent is not legally entitled to provide an updated form or certification, it shall promptly notify the Borrower and the Administrative Agent (in the case of a Lender) of its inability to update such form or certification.
(F) If a payment made to a Lender or the Administrative Agent or any other Recipient under any Loan Document would be subject to U.S. federal withholding tax imposed by FATCA if such Lender or the Administrative Agent or Recipient were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Sections Section 1471(b) or 1472(b) of the Code, as applicable), such Lender or the Administrative Agent or Recipient shall deliver to the Borrower and the Administrative Agent (in the case of a Lender) at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent (in the case of a Lender) 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 (in the case of a Lender) as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA, FATCA and to determine whether that such Lender or the Administrative Agent or Recipient has or has not complied with such LenderLender or the Administrative Agent’s or other Recipient’s obligations under FATCA and, if necessary, or to determine the amount to deduct and withhold from such payment. Notwithstanding any other provision Solely for the purposes of this clause (eF), a Lender “FATCA” shall not be required include any amendments made to deliver any documentation that such Lender is not legally eligible to deliverFATCA after the date of this Agreement.
Appears in 1 contract
Tax Forms. Each (i) Any Lender shallthat is entitled to an exemption from or reduction of any applicable withholding Tax with respect to payments hereunder or under any other Loan Document shall deliver to the Borrower (with a copy to the Administrative Agent), at such the time or times as are reasonably requested by the Borrower or the Administrative Agent, provide the Borrower and the Administrative Agent with any such properly completed and executed documentation prescribed by applicable law or as reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Requirement of Law Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent certifying as to any entitlement of such Lender to an exemption from, or reduction in, any withholding Tax with respect to any payments to be made to such Lender under any Loan Document. Each such Lender shall, whenever a lapse in time or change in circumstances renders any such documentation (including any specific documentation required below in this Section 2.16(e)) obsolete, expired, invalid or inaccurate in any respect, deliver promptly to the Borrower and the Administrative Agent updated or other appropriate documentation (including any new documentation reasonably requested by will enable the Borrower or the Administrative AgentAgent 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 forms (other than such forms set forth in Section 2.18(e)(ii)(A)–(D), Section 2.18(e)(iii) or promptly notify Section 2.18(e)(iv) below) shall not be required if in the Borrower and 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 Administrative Agent in writing legal or commercial position of its inability to do so. such Lender.
(ii) Without limiting the generality of the foregoing:
(1, in the event that the Borrower is a United States person under Section 7701(a)(30) Each U.S. of the Code, any Foreign Lender shall 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 before prior to the date on which it such Foreign Lender becomes a party to Lender under this Agreement two properly completed Agreement, and duly signed original copies after the occurrence of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding.
(2) Each Non-U.S. Lender shall deliver to a change in the Borrower and Lender’s circumstances which require a change in the Administrative Agent on most recent form or before the date on which certification previously delivered by it becomes a party to this Agreement (and from time to time thereafter upon the request of the Borrower or the Administrative Agent) ), whichever of the following is applicable:
(A) two properly duly completed and duly signed original copies of IRS Internal Revenue Service Form W-8BEN (or any successor forms) Form W-8BEN-E claiming eligibility for the benefits of an income tax treaty to which the United States of America is a party, and such other documentation as required under the Code,
(B) two properly duly completed and duly signed original copies of IRS Internal Revenue Service Form W-8ECI (or any successor forms)W-8ECI,
(C) in the case of a Non-U.S. Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 871(h) or Section 881(c) of the Code, (x) a certificate substantially in the Form of Exhibit F-1 to the effect that (A) two properly completed and duly signed certificates (any such certificate, Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (B) such Foreign Lender is not a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, (C) such Foreign Lender is not a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code and (D) no payments in connection with any Loan Document are effectively connected with the United States trade or business conducted by such Lender (a “U.S. Tax Compliance Certificate”) and (By) two properly duly completed and duly signed original copies of IRS Internal Revenue Service Form W-8BEN (or any successor forms)Form W-8BEN-E,
(D) to the extent a Non-U.S. Foreign Lender is not the beneficial owner (for example, where the Non-U.S. Foreign Lender is a partnership or participating Lender granting a participating Lendertypical participation), two properly completed and duly signed original copies of IRS an Internal Revenue Service Form W-8IMY (or any successor forms) of the Non-U.S. LenderW-8IMY, accompanied by a Form W-8ECI, W-8BEN, United States W-8BEN-E, a U.S. Tax Compliance CertificateCertificate substantially in the form of Exhibit F-2 or Exhibit F-3, Form W-9, Form W-8IMY or any and/or other required information (or any successor forms) certification documents from each beneficial owner that would be required under this Section 2.16(e) if such beneficial owner were a Lenderowner, as applicable (applicable; provided that if the Non-U.S. Foreign Lender is a partnership (and not a participating Lender, ) and one or more beneficial owners of such Foreign Lender are claiming the portfolio interest exemption, the United States such Foreign Lender may provide a U.S. Tax Compliance Certificate may be provided by such Non-U.S. Lender substantially in the form of Exhibit F-4 on behalf of each such beneficial owners)direct or indirect owner, or
(E) two properly completed and duly signed original copies of any other form prescribed by applicable U.S. federal income tax laws law as a basis for claiming a complete exemption from, from or a reduction in, in United States federal withholding tax on any payments duly completed together with such supplementary documentation as may be prescribed by applicable law to such Lender under permit the Loan DocumentsBorrower or the Administrative Agent to determine the withholding or deduction required to be made, if any.
(3iii) Any Lender that is a United States person under Section 7701(a)(30) of the Code, to the extent it may lawfully do so, shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement, on or prior to the date on which any such form or certification expires or becomes obsolete, and after the occurrence of a change in the Lender’s circumstances which require a change in the most recent form or certification previously delivered by it (and from time to time thereafter upon the request of the Borrower or the Administrative Agent), duly completed copies of Internal Revenue Service Form W-9 (or any successor form) certifying that such Lender is entitled to an exemption from U.S. backup withholding tax.
(iv) If a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding tax Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Sections 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, FATCA and to determine whether that such Lender has or has not complied with such Lender’s obligations under FATCA and, if necessary, or to determine the amount to deduct and withhold from such payment. Notwithstanding any other provision Solely for purposes of this clause (e)paragraph, a “FATCA” shall include any amendments made to FATCA after the Effective Date. Each Lender agrees that if any form or certification it previously delivered by it expires or becomes obsolete or inaccurate in any respect, it shall not be required update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so. Each Lender hereby authorizes the Administrative Agent to deliver to the Loan Parties and to any successor Administrative Agent any documentation that provided by such Lender is not legally eligible to deliverthe Administrative Agent pursuant to this Section 2.18(e).
Appears in 1 contract
Samples: Credit Agreement (Eventbrite, Inc.)
Tax Forms. Each (i) Any Lender shallor Issuing Lender that is entitled to an exemption from or reduction of any applicable withholding Tax with respect to payments hereunder or under any other Loan Document shall deliver to the applicable Borrower (with a copy to the Administrative Agent), at such the time or times as are reasonably requested by the any Borrower or the Administrative Agent, provide the Borrower and the Administrative Agent with any such properly completed and executed documentation prescribed by any Requirement of Law applicable law or as reasonably requested by the any Borrower or the Administrative Agent certifying as to any entitlement of will permit such Lender to an exemption from, or reduction in, any withholding Tax with respect to any payments to be made to such without withholding or at a reduced rate of withholding. In addition, any Lender under any Loan Document. Each such Lender shallor Issuing Lender, whenever a lapse in time or change in circumstances renders any such documentation (including any specific documentation required below in this Section 2.16(e)) obsolete, expired, invalid or inaccurate in any respect, deliver promptly to the Borrower and the Administrative Agent updated or other appropriate documentation (including any new documentation reasonably if requested by the any Borrower or the Administrative Agent) , shall deliver such other documentation prescribed by applicable law or promptly notify the reasonably requested by such Borrower and or the Administrative Agent as will enable such Borrower or the Administrative Agent to determine whether or not such Lender or Issuing Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in writing the preceding two sentences, the completion, execution and submission of its inability such forms (other than such forms set forth in Section 2.18(e)(ii)(A)–(D), Section 2.18(e)(iii) or Section 2.18(e)(iv) below) shall not be required if in the Lender or Issuing Lender’s reasonable judgment such completion, execution or submission would subject such Lender or Issuing Lender to do so. any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender or Issuing Lender.
(ii) Without limiting the generality of the foregoing:
(1, in the event that any Borrower is a United States person under Section 7701(a)(30) Each U.S. of the Code, any Foreign Lender shall shall, to the extent it is legally entitled to do so, deliver to the such Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or before prior to the date on which it such Foreign Lender becomes a party to Lender under this Agreement two properly completed Agreement, and duly signed original copies after the occurrence of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding.
(2) Each Non-U.S. Lender shall deliver to a change in the Borrower and Lender’s circumstances which require a change in the Administrative Agent on most recent form or before the date on which certification previously delivered by it becomes a party to this Agreement (and from time to time thereafter upon the request of the such Borrower or the Administrative Agent) ), whichever of the following is applicable:
(A) two properly duly completed and duly signed original copies of IRS Internal Revenue Service Form W-8BEN (or any successor forms) Form W-8BEN-E claiming eligibility for the benefits of an income tax treaty to which the United States of America is a party, and such other documentation as required under the Code,
(B) two properly duly completed and duly signed original copies of IRS Internal Revenue Service Form W-8ECI (or any successor forms)W-8ECI,
(C) in the case of a Non-U.S. Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 871(h) or Section 881(c) of the Code, (x) a certificate substantially in the Form of Exhibit D to the effect that (A) two properly completed and duly signed certificates (any such certificate, Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (B) such Foreign Lender is not a “10 percent shareholder” of any Borrower within the meaning of Section 881(c)(3)(B) of the Code, (C) such Foreign Lender is not a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code and (D) no payments in connection with any Loan Document are effectively connected with the United States trade or business conducted by such Lender (a “U.S. Tax Compliance Certificate”) and (By) two properly duly completed and duly signed original copies of IRS Internal Revenue Service Form W-8BEN (or any successor forms)Form W-8BEN-E,
(D) to the extent a Non-U.S. Foreign Lender is not the beneficial owner (for example, where the Non-U.S. Foreign Lender is a partnership or participating Lender granting a participating Lendertypical participation), two properly completed and duly signed original copies of IRS an Internal Revenue Service Form W-8IMY (or any successor forms) of the Non-U.S. LenderW-8IMY, accompanied by a Form W-8ECI, W-8BEN, United States W-8BEN-E, U.S. Tax Compliance Certificate, Form W-9, Form W-8IMY or any and/or other required information (or any successor forms) certification documents from each beneficial owner that would be required under this Section 2.16(e) if such beneficial owner were a Lenderowner, as applicable (applicable; provided that if the Non-U.S. Foreign Lender is a partnership (and not a participating Lender, ) and one or more beneficial owners of such Foreign Lender are claiming the portfolio interest exemption, the United States such Foreign Lender may provide a U.S. Tax Compliance Certificate may be provided by such Non-U.S. Lender on behalf of each such beneficial owners)owner, or
(E) two properly completed and duly signed original copies of any other form prescribed by applicable U.S. federal income tax laws law as a basis for claiming a complete exemption from, from or a reduction in, in United States federal withholding tax on duly completed together with such supplementary documentation as may be prescribed by applicable law to permit any payments Borrower or the Administrative Agent to such Lender under determine the Loan Documentswithholding or deduction required to be made, if any.
(3iii) Any Lender or Issuing Lender that is a United States person under Section 7701(a)(30) of the Code, to the extent it may lawfully do so, shall deliver to any Borrower and the Administrative Agent on or prior to the date on which such Lender or Issuing Lender becomes a Lender or Issuing Lender, as applicable, under this Agreement, on or prior to the date on which any such form or certification expires or becomes obsolete, and after the occurrence of a change in the Lender or Issuing Lender’s circumstances which require a change in the most recent form or certification previously delivered by it (and from time to time thereafter upon the request of any Borrower or the Administrative Agent), duly completed copies of Internal Revenue Service Form W-9 (or any successor form) certifying that such Lender or Issuing Lender is entitled to an exemption from U.S. backup withholding tax.
(iv) If a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding tax Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Sections Section 1471(b) or 1472(b1471(b) of the Code, as applicable), such Lender shall deliver to any Borrower 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 the any Borrower or the Administrative Agent as may be necessary for the such Borrower and the Administrative Agent to comply with their obligations under FATCA, FATCA and to determine whether that such Lender has or has not complied with such Lender’s obligations under FATCA and, if necessary, or to determine the amount to deduct and withhold from such payment. Notwithstanding any other provision Solely for purposes of this clause (e)paragraph, a “FATCA” shall include any amendments made to FATCA after the Closing Date. Each Lender and Issuing Lender agrees that if any form or certification it previously delivered by it expires or becomes obsolete or inaccurate in any respect, it shall not be required update such form or certification or promptly notify the Borrowers and the Administrative Agent in writing of its legal inability to do so. Each Lender hereby authorizes the Administrative Agent to deliver to the Loan Parties and to any successor Administrative Agent any documentation that provided by such Lender is not legally eligible Lxxxxx to deliverthe Administrative Agent pursuant to this Section 2.18(e).
Appears in 1 contract
Tax Forms. Each Any Lender shallthat is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at such the time or times as are reasonably requested by the Borrower or the Administrative Agent, provide the Borrower and the Administrative Agent with any such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by any Requirement of Applicable Law or reasonably requested by the Borrower or the Administrative Agent certifying as to any entitlement of such Lender to an exemption from, or reduction in, any withholding Tax with respect to any payments to be made to such Lender under any Loan Document. Each such Lender shall, whenever a lapse in time or change in circumstances renders any such documentation (including any specific documentation required below in this Section 2.16(e)) obsolete, expired, invalid or inaccurate in any respect, deliver promptly to the Borrower and the Administrative Agent updated or other appropriate documentation (including any new documentation reasonably requested by will enable the Borrower or the Administrative AgentAgent 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 paragraphs (c)(i), (ii) and (v) of this Section) shall not be required if in the Lender’s reasonable judgment such completion, execution or promptly notify submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the Borrower and the Administrative Agent in writing legal or commercial position of its inability to do sosuch Lender. Without limiting the generality of the foregoing:
(1i) Each U.S. Any Lender that is a “United States Person” as defined in Section 7701(a)(30) of the Internal Revenue Code shall deliver to the Borrower and the Administrative Agent on or before the date on which it becomes a party to this Agreement two properly completed and duly signed original executed copies of IRS Internal Revenue Service Form W-9 certifying that such Lender is exempt from U.S. federal backup withholdingwithholding tax.
(2ii) Each Non-U.S. Lender shall deliver Prior to the Borrower and the Administrative Agent on or before the date on which it that any Foreign Lender becomes a party to this Agreement hereto (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent) ), such 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), whichever of the following is applicable:
(A) two properly completed and duly signed original copies in the case of IRS Form W-8BEN (or any successor forms) 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, an executed copy 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 other documentation as required under the Code,tax treaty;
(B) two properly completed and duly signed original copies an executed copy of IRS Form W-8ECI (or any successor forms),W-8ECI;
(C) in the case of a Non-U.S. Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 871(h) or Section 881(c) of the Code, (Ax) two properly completed and duly signed certificates (any a certificate substantially in the form of Exhibit P-1 to the effect that such certificateForeign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “United States 10 percent shareholder” of such Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (By) two properly completed and duly signed original copies an executed copy of IRS Form W-8BEN (or any successor forms),W-8BEN-E, as applicable; or
(D) to the extent a Non-U.S. Foreign Lender is not the beneficial owner (for exampleBeneficial Owner, where the Non-U.S. Lender is a partnership or a participating Lender), two properly completed and duly signed original copies an executed copy of IRS Form W-8IMY (or any successor forms) of the Non-U.S. LenderW-8IMY, accompanied by a IRS Form W-8ECI, IRS Form W-8BEN, United States W-8BEN-E, a U.S. Tax Compliance CertificateCertificate substantially in the form of Exhibit P-2 or Exhibit P-3, IRS Form W-9, Form W-8IMY or any and/or other required information (or any successor forms) certification documents from each beneficial owner that would be required under this Section 2.16(e) if such beneficial owner were a LenderBeneficial Owner, as applicable (provided applicable; provided, that if the Non-U.S. Foreign Lender is a partnership and not a participating Lender, and one or more beneficial owners direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, the United States such Foreign Lender may provide a U.S. Tax Compliance Certificate may be provided by such Non-U.S. Lender substantially in the form of Exhibit P-4 on behalf of each such beneficial ownersdirect and indirect partner;
(iii) Each such Foreign Lender shall, to the extent it is legally entitled to do so, (x) 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
executed originals or (Eif copies are equally valid for the purpose) two properly completed and duly signed original copies of any other form prescribed by applicable U.S. federal income tax laws law as a basis for claiming a complete exemption from, from or a reduction inin U.S. Federal withholding Tax, United States federal duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower or the Administrative Agent to determine the withholding tax or deduction required to be made, (y) deliver further copies of such forms or other appropriate certifications on or before the date that any such forms expire or become obsolete and after the occurrence of any event requiring a change in the most recent form delivered to the Borrower or the Administrative Agent, and (z) obtain such extensions of the time for filing, and renew such forms and certifications thereof, as may be reasonably requested by the Borrower or the Administrative Agent.
(iv) If any such Lender, to the extent it may lawfully do so, fails to deliver the above forms or other documentation, then the Administrative Agent may withhold from any payments to such Lender under any of the Loan DocumentsDocuments such amounts as are required by the Internal Revenue Code. If any Governmental Authority asserts that the Administrative Agent did not properly withhold or backup withhold, as the case may be, any Tax or other amount from payments made to or for the account of any Lender, such Lender shall indemnify the Administrative Agent therefor, including all penalties and interest, any Taxes imposed by any jurisdiction on the amounts payable to the Administrative Agent under this Section, and costs and expenses (including all reasonable fees and disbursements of any law firm or other external counsel and the allocated cost of internal legal services and all disbursements of internal counsel) of the Administrative Agent.
(3v) If a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding tax Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Sections Section 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 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, FATCA and to determine whether that such Lender has or has not complied with such Lender’s obligations under FATCA and, if necessary, or to determine the amount amount, if any, to deduct and withhold from such payment. Notwithstanding any other provision Solely for purposes of this clause clause, “FATCA” shall include any amendments made to FATCA after the date of this Agreement.
(e)vi) The obligation of the Lenders under this Section shall survive the termination of the Commitments, a Lender shall not be required to deliver any documentation that such Lender is not legally eligible to deliverrepayment of all Obligations and the resignation or replacement of the Administrative Agent.
Appears in 1 contract
Samples: Credit Agreement (HC Government Realty Trust, Inc.)
Tax Forms. Each (i) Any Lender shallor Participant that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at such the time or times as are reasonably requested by the Borrower or the Administrative Agent, provide the Borrower and the Administrative Agent with any such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by any Requirement of Law applicable law or reasonably requested by the Borrower or the Administrative Agent certifying as to any entitlement of such Lender to an exemption from, or reduction in, any withholding Tax with respect to any payments to be made to such Lender under any Loan Document. Each such Lender shall, whenever a lapse in time or change in circumstances renders any such documentation (including any specific documentation required below in this Section 2.16(e)) obsolete, expired, invalid or inaccurate in any respect, deliver promptly to the Borrower and the Administrative Agent updated or other appropriate documentation (including any new documentation reasonably requested by will enable the Borrower or the Administrative AgentAgent to determine whether or not such Lender is subject to backup withholding or information reporting requirements.
(ii) or promptly notify the Borrower and the Administrative Agent in writing of its inability to do so. Without limiting the generality of the foregoing:, in the event that the Borrower is a U.S. Borrower,
(1A) Each any Lender that is a United States person as defined in section 7701(a)(30) of the Code (“U.S. Lender Person”) shall deliver to the Borrower and the Administrative Agent on or before prior to the date on which it such Lender becomes a party to Lender under this Agreement two properly completed (and duly signed original copies from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding.withholding tax;
(2B) Each Non-U.S. any Foreign Lender shall 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 before prior to the date on which it such Foreign Lender becomes a party to Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent) ), whichever of the following is applicable:
(A1) two properly completed and duly signed original copies in the case of IRS Form W-8BEN (or any successor forms) 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, and such other documentation as required under the Code,
(B) two properly completed and duly signed original copies executed originals of IRS Form W-8ECI 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 any successor forms),reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;
(C2) executed originals of IRS Form W-8ECI;
(3) in the case of a Non-U.S. Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 871(h) or Section 881(c) of the Code, (Ax) two properly completed and duly signed certificates (any a certificate substantially in the form of Exhibit H-1 to the effect that such certificateForeign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “United States 10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (By) two properly completed and duly signed original copies executed originals of IRS Form W-8BEN (or any successor forms),W-8BEN; or
(D4) to the extent a Non-U.S. Foreign Lender is not the beneficial owner (for exampleowner, where the Non-U.S. Lender is a partnership or a participating Lender), two properly completed and duly signed original copies executed originals of IRS Form W-8IMY (or any successor forms) of the Non-U.S. LenderW-8IMY, accompanied by a IRS Form W-8ECI, IRS Form W-8BEN, United States a U.S. Tax Compliance CertificateCertificate substantially in the form of Exhibit H-1 or Exhibit H-2, IRS Form W-9, Form W-8IMY or any and/or other required information (or any successor forms) certification documents from each beneficial owner that would be required under this Section 2.16(e) if such beneficial owner were a Lenderowner, as applicable (applicable; provided that if the Non-U.S. Foreign Lender is a partnership and not a participating Lender, and one or more beneficial owners direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, the United States such Foreign Lender may provide a U.S. Tax Compliance Certificate may be provided by such Non-U.S. Lender substantially in the form of Exhibit H-1 on behalf of each such beneficial ownersdirect and indirect partner;
(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
(E) two properly completed and duly signed original copies executed originals of any other form prescribed by applicable U.S. federal income tax laws law as a basis for claiming a complete exemption from, from or a reduction in, United States in U.S. federal withholding tax on any payments Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to such Lender under permit the Loan Documents.Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and
(3D) If if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding tax Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Sections 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, FATCA and to determine whether that such Lender has or has not complied with such Lender’s obligations under FATCA and, if necessary, or to determine the amount to deduct and withhold from such payment. Notwithstanding any other provision Solely for purposes of this clause (eD), a “FATCA” shall include any amendments made to FATCA after the date of this Agreement. Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so, and the Borrower shall not be required to deliver notify any documentation that such Lender is not legally eligible of any obligations to deliverupdate or notify pursuant to this sentence.
Appears in 1 contract
Samples: Loan Agreement (Equity One, Inc.)
Tax Forms. Each (a) Any Lender shallthat is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Company, any Designated Borrower or the Term Loan Borrower (as applicable) is resident for tax purposes, or any treaty to which such jurisdiction is a party, with respect to payments hereunder or under any other Loan Document shall deliver to the Company (with a copy to the Administrative Agent), at such the time or times as are prescribed by applicable law or reasonably requested by the Borrower Company or the Administrative Agent, provide the Borrower and the Administrative Agent with any such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Requirement of Law Lender, if requested by the Company or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower Company or the Administrative Agent certifying as will enable the Company or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Each Lender shall promptly (i) notify the Administrative Agent of any entitlement change in circumstances which would modify or render invalid any claimed exemption or reduction of withholding taxes, and (ii) 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 such jurisdiction that any Borrower or the Term Loan Borrower (as applicable) make any deduction or withholding for taxes from amounts payable to such Lender. Additionally, each of the Borrowers and the Term Loan Borrower (as applicable) shall promptly deliver to the Administrative Agent or any Lender, as the Administrative Agent or such Lender shall reasonably request, on or prior to an exemption fromthe 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 or the Term Loan Borrower (as applicable), 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 reduction inotherwise in connection with the Loan Documents, any withholding Tax with respect to any payments to be made to such Lender under any Loan Document. Each such Lender shall, whenever a lapse in time or change in circumstances renders any such documentation (including any specific documentation required below in this Section 2.16(e)) obsolete, expired, invalid or inaccurate in any respect, deliver promptly to the Borrower and the Administrative Agent updated or other appropriate documentation (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 do sojurisdiction. Without limiting the generality of the foregoing:
(1) Each U.S. , in the event that a Borrower is resident for tax purposes in the United States, any Foreign Lender shall deliver to the Borrower Company and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or before prior to the date on which it such Foreign Lender becomes a party to this Agreement two properly completed and duly signed original copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding.
(2) Each Non-U.S. Lender shall deliver to the Borrower and the Administrative Agent on or before the date on which it becomes a party to under this Agreement (and from time to time thereafter upon the request of the Borrower Company or the Administrative Agent) , but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable:
(Ai) two properly duly completed and duly signed original copies of IRS Internal Revenue Service Form W-8BEN (or any successor forms) claiming eligibility for the benefits of exemption from United States Federal withholding tax under an income tax treaty to which the United States is a party, and such other documentation as required under the Code,
(Bii) two properly duly completed and duly signed original copies of IRS Internal Revenue Service Form W-8ECI (or any successor forms)W-8ECI,
(Ciii) in the case of a Non-U.S. Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 871(h) or Section section 881(c) of the Code, (x) a certificate to the effect that such Foreign Lender is not (A) two properly completed and duly signed certificates (any such certificatea "bank" within the meaning of section 881(c)(3)(A) of the Code, a “United States Tax Compliance Certificate”) and (B) two properly completed and duly signed original copies a "10 percent shareholder" of IRS Form W-8BEN (or any successor forms),
(D) to the extent a Non-U.S. Lender is not applicable Borrower within the beneficial owner (for example, where the Non-U.S. Lender is a partnership or a participating Lender), two properly completed and duly signed original copies meaning of IRS Form W-8IMY (or any successor formssection 881(c)(3)(B) of the Non-U.S. LenderCode, accompanied by or (C) a "controlled foreign corporation" described in section 881(c)(3)(C) of the Code and (y) duly completed copies of Internal Revenue Service Form W-8ECI, W-8BEN, United States Tax Compliance Certificate, Form W-9, Form W-8IMY or any other required information (or any successor forms) from each beneficial owner that would be required under this Section 2.16(e) if such beneficial owner were a Lender, as applicable (provided that if the Non-U.S. Lender is a partnership and not a participating Lender, and one or more beneficial owners are claiming the portfolio interest exemption, the United States Tax Compliance Certificate may be provided by such Non-U.S. Lender on behalf of such beneficial owners), or
(Eiv) two properly completed and duly signed original copies of any other form prescribed by applicable U.S. federal income tax laws law as a basis for claiming exemption from United States Federal withholding tax duly completed together with such supplementary documentation as may be prescribed by applicable law to permit the Company to determine the withholding or deduction required to be made. Without limiting the obligations of the Lenders set forth above regarding delivery of certain forms and documents to establish each Lender's status for U.S. withholding tax purposes, each Lender agrees promptly to deliver to the Administrative Agent or the Company, as the Administrative Agent or the Company shall reasonably request, on or prior to the Closing Date, and in a complete timely fashion thereafter, such other documents and forms required by any relevant taxing authorities under the Laws of any other jurisdiction, duly executed and completed by such Lender, as are required under such Laws to confirm such Lender's entitlement to any available exemption from, or a reduction inof, United States federal applicable withholding tax on any taxes in respect of all payments to be made to such Lender under outside of the U.S. by the Borrowers or the Term Loan DocumentsBorrower (as applicable) pursuant to this Agreement or otherwise to establish such Lender's status for withholding tax purposes in such other jurisdiction.
(3b) Upon the request of the Administrative Agent, each Lender that is a "United States person" within the meaning of Section 7701(a)(30) of the Code shall deliver to the Administrative Agent two duly signed completed copies of IRS Form W-9. If a such Lender fails to deliver such forms, then the Administrative Agent may withhold from any interest payment made to a such Lender under any Loan Document would be subject an amount equivalent to U.S. federal the applicable back-up 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 Code, without reduction.
(c) If any Governmental Authority asserts that the Administrative Agent did not properly withhold or backup withhold, as applicable)the case may be, any tax or other amount from payments made to or for the account of any Lender, such Lender shall deliver to Borrower and indemnify the Administrative Agent at therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the time or times prescribed by law and at such time or times reasonably requested by Borrower or amounts payable to the Administrative Agent such documentation prescribed by applicable law under this Section, and costs and expenses (including as prescribed by Section 1471(b)(3)(C)(iAttorney Costs) of the Code) Administrative Agent. The obligation of the Lenders under this Section shall survive the termination of the Aggregate Commitments, repayment of all Obligations and such additional documentation reasonably requested by the Borrower or resignation of the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA, to determine whether such Lender has or has not complied with such Lender’s obligations under FATCA and, if necessary, to determine the amount to deduct and withhold from such payment. Notwithstanding any other provision of this clause (e), a Lender shall not be required to deliver any documentation that such Lender is not legally eligible to deliverAgent.
Appears in 1 contract
Samples: Credit Agreement (Stryker Corp)
Tax Forms. Each (a) (a) Any Lender shallthat is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at such the time or times as are reasonably requested by the Borrower or the Administrative Agent, provide the Borrower and the Administrative Agent with any such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by any Requirement of Applicable Law or reasonably requested by the Borrower or the Administrative Agent certifying as to any entitlement of such Lender to an exemption from, or reduction in, any withholding Tax with respect to any payments to be made to such Lender under any Loan Document. Each such Lender shall, whenever a lapse in time or change in circumstances renders any such documentation (including any specific documentation required below in this Section 2.16(e)) obsolete, expired, invalid or inaccurate in any respect, deliver promptly to the Borrower and the Administrative Agent updated or other appropriate documentation (including any new documentation reasonably requested by will enable the Borrower or the Administrative AgentAgent 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 paragraphs (a)(ii)(A), (ii)(B) and (ii)(D) of this Section) shall not be required if in the Lender’s reasonable judgment such completion, execution or promptly notify submission NYDOCS01/1760806.13 would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the Borrower and the Administrative Agent in writing legal or commercial position of its inability to do so. such Lender.
(i) Without limiting the generality of the foregoing:
, Tax Forms(a) . (1a) (i) Each Lender and Agent that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code that lends to the US Borrower (each, a “Non-US Lender”)any Lender that is a U.S. Lender Person shall deliver to the US Borrower and the Administrative Agent Agent, on or before prior to the date which is ten (10) Business Days after the Closing Date (or upon accepting an assignment of an interest herein), two duly signedabout the date on which it such Lender becomes a party to this Agreement two properly completed and duly signed original copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding.
(2) Each Non-U.S. Lender shall deliver to the Borrower and the Administrative Agent on or before the date on which it becomes a party to under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), properly completed and executed copies of either IRS Form W-8BEN or any successor thereto (relating to such Non-US Lender and entitling it to an exemption from, or reduction of, United States withholding tax on all payments to be made to such Non-US Lender by the US Borrower pursuant to this Agreement or any other Loan Document) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Non-US Lender by the US Borrower pursuant to this Agreement or any other Loan Document) or such other evidence reasonably satisfactory to the US Borrower and the Administrative Agent that such Non-US Lender is entitled to an exemption from, or reduction of, United States withholding tax, including any exemption pursuant to Section 881(c) of the Code, and9 (or successor form) certifying that such Lender is exempt from U.S. federal backup withholding tax;
(A) 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 about 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), whichever of the following is applicable:
(A1) two properly completed and duly signed original copies in the case of IRS Form W-8BEN (or any successor forms) 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, and such other documentation as required under the Code,
(B) two properly completed and duly signed original executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, (or 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 Loan Document, properly completed and executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, (or 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;
(2) properly completed and executed copies of IRS Form W-8ECI (or any successor formsform),;
(C3) SECTION 10.15. in the case of a Non-U.S. USForeign Lender claiming the such anthe benefits of the exemption for portfolio interest under Section 871(h) or Section 881(c) of the Code, (x) a certificate that establishes in writing to the US Borrower and the Administrative Agent that such Non-USsubstantially in the form of Exhibit B-1 to the effect that such Foreign Lender is not (i) a “bank” as defined inwithin the meaning of Section 881(c)(3)(A) of the Code, (ii) a “10 percent NYDOCS01/1760806.13 shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, or (iii) aa “controlled foreign corporation” related to the US Borrower with the meaning ofas described in Section 864881(dc)(3)(C) of the Code. Thereafter and from time to time, each such Non-US Lender shall (A) two promptly submit to the US Borrower and the Administrative Agent such additional duly and properly completed and duly signed copies of one or more of such forms or certificates (or such successor forms or certificates as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then current United States laws and regulations to avoid, or such evidence as is reasonably satisfactory to the US Borrower and the Administrative Agent of any available exemption from, or reduction of, United States withholding taxes in respect of all payments to be made to such Non-US Lender by the US Borrower pursuant to this Agreement, or any other Loan Document, in each case, (1) on or before the date that any such certificateform, certificate or other evidence expires or becomes obsolete, (2) after the occurrence of any event requiring a change in the most recent form, certificate or evidence previously delivered by it to the US Borrower and the Administrative Agent and (3) from time to time thereafter if reasonably requested by the US Borrower or the Administrative Agent, and (B) promptly notify the US Borrower and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction. (a “United States U.S. Tax Compliance Certificate”) and (By) two properly completed and duly signed original executed copies of IRS Form W-8BEN or IRS Form W‑8BEN-E, as applicable (or any successor formsform),; or
(D4) to the extent a Non-U.S. Foreign Lender is not the beneficial owner (for exampleowner, where the Non-U.S. Lender is a partnership or a participating Lender), two properly completed and duly signed original executed copies of IRS Form W-8IMY (or any successor forms) of the Non-U.S. Lenderform), accompanied by a IRS Form W-8ECI, IRS Form W-8BEN, United States Tax Compliance Certificate, IRS Form W-9, Form W-8IMY or any other required information (or any successor forms) from each beneficial owner that would be required under this Section 2.16(e) if such beneficial owner were a LenderW‑8BEN-E, as applicable (or successor form), a U.S. Tax Compliance Certificate substantially in the form of Exhibit B-2 or Exhibit B-3, properly completed and executed copies of IRS Form W-9 (or successor form), and/or other certification documents from each beneficial owner, as applicable; provided that if the Non-U.S. Foreign Lender is a partnership and not a participating Lender, and one or more beneficial owners direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, the United States such Foreign Lender may provide a U.S. Tax Compliance Certificate may be provided by such Non-U.S. Lender substantially in the form of Exhibit B-4 on behalf of each such beneficial ownersdirect and indirect partner;
(B) 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 about 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
(E) two properly completed and duly signed original executed copies of any other form prescribed by applicable U.S. federal income tax laws Applicable Law as a basis for claiming a complete exemption from, from or a reduction in, United States in U.S. federal withholding tax on any payments Tax, duly completed, together with such supplementary documentation as may be prescribed by Applicable Law to such Lender under permit the Loan Documents.Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and
(3C) If if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding tax Tax imposed by FATCA if such Lender were to fail to NYDOCS01/1760806.13 comply with the applicable reporting requirements of FATCA (including those contained in Sections 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 Applicable Law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law 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, FATCA and to determine whether that such Lender has or has not complied with such Lender’s obligations under FATCA and, if necessary, or to determine the amount amount, if any, to deduct and withhold from such payment. Notwithstanding any other provision Solely for purposes of this clause (eD), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.
(ii) Each Non-US Lender, to the extent it does not act or ceases to act for its own account with respect to any portion of any sums paid or payable to such Non-US Lender under any of the Loan Documents (for example, in the case of a typical participation by such Non-US Lender), shall deliver to the US Borrower and the Administrative Agent on the date when such Non-US Lender ceases to act for its own account with respect to any portion of any such sums paid or payable, and at such other times as may be necessary in the determination of the US Borrower or the Administrative Agent (in either case, in the reasonable exercise of its discretion), (A) two duly signed, properly completed copies of the forms or statements required to be provided by such Non-US Lender as set forth above, to establish the portion of any such sums paid or payable with respect to which such Non-US Lender acts for its own account that is not subject to United States withholding tax, and (B) two duly signed, properly completed copies of IRS Form W-8IMY (or any successor thereto), together with any information such Non-US Lender chooses to transmit with such form, and any other certificate or statement of exemption required under the Code, to establish that such Non-US Lender is not acting for its own account with respect to a portion of any such sums payable to such Non-US Lender.
(iii) Each Lender and Agent that is a “United States person” within the meaning of Section 7701(a)(30) of the Code that lends to the US Borrower shall deliver to the US Borrower and the Administrative Agent, on or prior to the date which is ten (10) Business Days after the Closing Date (or upon accepting an assignment of an interest herein) and within fifteen (15) days after a reasonable written request of the US Borrower or Administrative Agent from time to time thereafter, a properly completed and executed IRS Form W-9 or any successor form (including all required attachments) certifying as to such Lender’s entitlement to an exemption from U.S. backup withholding and other applicable forms, certificates or documents prescribed by the IRS requested by the US Borrower or Administrative Agent. Each such US Lender shall promptly notify the US Borrower and Administrative Agent at any time it determines that any certificate previously delivered is no longer valid.
(iv) If any form or document referred to in this Section 10.15 requires the disclosure of information, other than information necessary to compute the tax payable and information required on the date hereof by Internal Revenue Service, that the applicable Non-US Lender reasonably NYDOCS01/1760806.13 considers to be confidential, such Lender shall give notice thereof to the Borrower and shall not be obligated to include in such form or document such confidential information.
(v) Notwithstanding any other provisions of this Section 10.15, a Lender shall not be required to deliver any documentation form that such Lender is not legally eligible able to deliver.
(vi) The US Borrower shall not be required to pay any additional amount or any indemnity payment under Section 3.01(a) (and to the extent it relates to Taxes, Section 3.01(c)) to any Non-US Lender with respect to any Taxes required to be deducted or withheld by reason of such Non-US Lender’s failure to satisfy the foregoing provisions of this Section 10.15(a), with respect to Taxes required to be deducted or withheld by reason of such US Lender’s failure; provided that if such Lender shall have satisfied the requirement of this Section 10.15(a) on the date such Lender became a Lender to the US Borrower or ceased to act for its own account with respect to any payment under any of the Loan Documents, nothing in this Section 10.15(a) shall relieve the US Borrower of its obligation to pay any amounts pursuant to Section 3.01 if such Lender’s failure to satisfy the provisions of Section 10.15(a) is reasonably the result of any change in any applicable Law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof.
(vii) The Administrative Agent may deduct and withhold any taxes required by any Laws to be deducted and withheld from any payment under any of the Loan Documents.
Appears in 1 contract
Samples: Credit Agreement (Sensata Technologies Holding PLC)
Tax Forms. Each Lender shall(i) 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 Borrower and the Administrative Agent, at such the time or times as are reasonably requested by the Borrower or the Administrative Agent, provide the Borrower and the Administrative Agent with any such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Recipient, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by any Requirement of Law applicable law or reasonably requested by the Borrower or the Administrative Agent certifying as to any entitlement of such Lender to an exemption from, or reduction in, any withholding Tax with respect to any payments to be made to such Lender under any Loan Document. Each such Lender shall, whenever a lapse in time or change in circumstances renders any such documentation (including any specific documentation required below in this Section 2.16(e)) obsolete, expired, invalid or inaccurate in any respect, deliver promptly to the Borrower and the Administrative Agent updated or other appropriate documentation (including any new documentation reasonably requested by will enable the Borrower or the Administrative AgentAgent 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 Section 2.20(f)(ii)(A), -(f)(ii)(B) and -(f)(ii)(F) below) shall not be required if in the applicable Lender’s reasonable judgment such completion, execution or promptly notify submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the Borrower and the Administrative Agent in writing legal or commercial position of its inability to do so. such Lender.
(ii) Without limiting the generality of the foregoing:
(1A) Each Any Lender that is a U.S. Lender Person shall deliver to the Borrower and the Administrative Agent Agent, on or before prior to the date on which it such Lender becomes a party to this Agreement two properly completed and duly signed original copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding.
(2) Each Non-U.S. Lender shall deliver to the Borrower and the Administrative Agent on or before the date on which it becomes a party to under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), duly executed originals of IRS Form W-9 certifying, to the extent such Lender is legally entitled to do so, that such Lender is exempt from U.S. federal backup withholding tax.
(B) Any Lender that is a Foreign Person shall, to the extent it is legally entitled to do so, (w) on or prior to the date such Lender becomes a Lender under this Agreement, (x) on or prior to the date on which any such form or certification expires or becomes obsolete, (y) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this subsection, and (z) from time to time upon the reasonable request by the Borrower or the Administrative Agent, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the Borrower or the Administrative Agent), whichever of the following is applicable:
(A1) two properly completed and duly signed original copies of IRS Form W-8BEN (or any successor forms) if such Lender is 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, and such other documentation as required under the Code,
(B) two properly completed and duly signed original copies executed originals of IRS Form W-8ECI (W-8BEN or W-8BEN-E, or any successor forms),form thereto, 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, duly executed originals of IRS Form W‑8BEN or W-8BEN-E, or any successor form thereto, 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;
(C2) duly executed originals of IRS Form W-8ECI, or any successor form thereto, certifying that the payments received by such Lender are effectively connected with such Xxxxxx’s conduct of a trade or business in the case of a Non-U.S. United States;
(3) if such Lender is claiming the benefits of the exemption for portfolio interest under Section 871(h) or Section 881(c) of the Code, duly executed originals of IRS Form W-8BEN or W-8BEN-E, or any successor form thereto, together with a certificate (A) two properly completed and duly signed certificates (any such certificate, a “United States U.S. Tax Compliance Certificate”) upon which such Lender certifies that (1) such Lender is not a bank for purposes of Section 881(c)(3)(A) of the Code, or the obligation of the Borrower hereunder is not, with respect to such Lender, a loan agreement entered into in the ordinary course of its trade or business, within the meaning of that Section, (2) such Lender is not a 10% shareholder of the Borrower within the meaning of Section 871(h)(3) or Section 881(c)(3)(B) of the Code, (3) such Lender is not a controlled foreign corporation that is related to the Borrower within the meaning of Section 881(c)(3)(C) of the Code, and (B4) two properly completed and duly signed original copies of IRS Form W-8BEN (the interest payments in question are not effectively connected with a U.S. trade or any successor forms),business conducted by such Lender; or
(D4) to the extent a Non-U.S. if such Lender is not the beneficial owner (for example, where the Non-U.S. Lender is a partnership or a participating LenderLender granting a typical participation), two properly completed and duly signed original copies executed originals of IRS Form W-8IMY (W-8IMY, or any successor forms) of the Non-U.S. Lenderform thereto, accompanied by a IRS Form W-9, IRS Form W-8ECI, IRS Form W-8BEN or W-8BEN-E, United States a U.S. Tax Compliance Certificate, Form W-9, Form W-8IMY or any and/or other required information (or any successor forms) certification documents from each beneficial owner that would be required under this Section 2.16(e) if such beneficial owner were a Lenderowner, as applicable (applicable; provided that if the Non-U.S. Foreign Lender is a partnership and not a participating Lender, and one or more beneficial owners direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, the United States such Foreign Lender may provide a U.S. Tax Compliance Certificate may be provided by such Non-U.S. Lender on behalf of such beneficial ownersdirect or indirect partner.
(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
(E) two properly completed and duly signed original executed copies of any other form prescribed by applicable U.S. federal income tax laws law as a basis for claiming a complete exemption from, from or a reduction in, United States in U.S. federal withholding tax on any payments Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to such Lender under permit the Loan DocumentsBorrower or the Administrative Agent to determine the withholding or deduction required to be made.
(3D) If the Administrative Agent is a U.S. Person, it shall deliver to the Borrower on or prior to the date on which it becomes the Administrative Agent under this Agreement with two duly completed copies of Internal Revenue Service Form W-9. If the Administrative Agent is not a “United States person” (as defined in Section 7701(a)(30) of the Code), it shall provide to the Borrower on or prior to the date on which it becomes the Administrative Agent under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower):
(1) two executed copies of IRS Form W-8ECI with respect to any amounts payable to the Administrative Agent for its own account; and
(2) two executed copies of IRS Form W-8IMY with respect to any amounts payable to the Administrative Agent for the account of others, certifying that it is a “U.S. branch” and that the payments it receives for the account of others are not effectively connected with the conduct of its trade or business within the United States and that it is using such form as evidence of its agreement with the Borrower to be treated as a U.S. person with respect to such payments (and the Borrower and the Administrative Agent agree to so treat the Administrative Agent as a U.S. person with respect to such payments as contemplated by Section 1.1441-1(b)(2)(iv) of the United States Treasury Regulations).
(E) Each Lender and the Administrative Agent agree that if any form or certification it previously delivered under this Section expires or becomes obsolete or inaccurate in any respect and such Lender or the Administrative Agent is not legally entitled to provide an updated form or certification, it shall promptly notify the Borrower and the Administrative Agent (in the case of a Lender) of its inability to update such form or certification.
(F) If a payment made to a Lender or the Administrative Agent or any other Recipient under any Loan Document would be subject to U.S. federal withholding tax imposed by FATCA if such Lender or the Administrative Agent or Recipient were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Sections Section 1471(b) or 1472(b) of the Code, as applicable), such Lender or the Administrative Agent or Recipient shall deliver to the Borrower and the Administrative Agent (in the case of a Lender) at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent (in the case of a Lender) 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 (in the case of a Lender) as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA, FATCA and to determine whether that such Lender or the Administrative Agent or Recipient has or has not complied with such LenderLender or the Administrative Agent’s or other Recipient’s obligations under FATCA and, if necessary, or to determine the amount to deduct and withhold from such payment. Notwithstanding any other provision Solely for the purposes of this clause (eF), a Lender “FATCA” shall not be required include any amendments made to deliver any documentation that such Lender is not legally eligible to deliverFATCA after the date of this Agreement.
Appears in 1 contract
Tax Forms. Each (a) Any Lender shallthat is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Administrative Agent and the applicable Borrower, at such the time or times as are reasonably requested by the Borrower Administrative Agent or the Administrative Agent, provide the applicable Borrower and at the Administrative Agent with any time or times required by applicable Law, such properly completed and executed documentation reasonably requested by the Administrative Agent or the applicable Borrower or required by applicable Law as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Administrative Agent or the applicable Borrower, shall deliver such other documentation prescribed by any Requirement of applicable Law or reasonably requested by the Administrative Agent or the applicable Borrower or as will enable the Administrative Agent certifying as or the applicable Borrower to any entitlement 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 Sections 11.15(a)(i) through (iv) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to an exemption from, any material unreimbursed cost or reduction in, any withholding Tax with respect to any payments to be made to expense or would materially prejudice the legal or commercial position of such Lender under any Loan Document. Each such Lender shall, whenever a lapse in time or change in circumstances renders any such documentation (including any specific documentation required below in this Section 2.16(e)) obsolete, expired, invalid or inaccurate in any respect, deliver promptly to the Borrower and the Administrative Agent updated or other appropriate documentation (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 do soLender. Without limiting the generality of the foregoing, in the event that the applicable Borrower is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code (“U.S. Person”), or is a Belgian Borrower, as the case may be:
(1i) Each Lender that is a U.S. Lender Person shall deliver to the Borrower Administrative Agent and the Administrative Agent Company on or before prior to the date on which it such Lender becomes a party to Lender under this Agreement (and from time to time thereafter upon reasonable request of the Administrative Agent or the Company) two properly completed and duly signed original completed copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholdingwithholding tax.
(2ii) Each Non-U.S. With respect to the Loan Obligations, each Foreign Lender shall (with respect to an applicable Domestic Borrower) shall, to the extent it is legally entitled to do so, deliver to the Borrower Administrative Agent and to the Company (in such number of copies as shall be requested by the Administrative Agent or the Company), on or before prior to the date on which it becomes a party to of its execution and delivery of this Agreement (or upon accepting an assignment of an interest herein) and from time to time thereafter upon the reasonable request of the Borrower Administrative Agent or the Administrative Agent) whichever of the following is applicable:
(A) two properly completed and Company, duly signed original completed copies of either IRS Form W-8BEN W-8BEN-E (or W-8BEN, as applicable) or any successor formsthereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, withholding tax on all payments to be made to such Foreign Lender by any Domestic Borrower pursuant to this Agreement) claiming eligibility for the benefits of an income tax treaty to which the United States is a party, and such other documentation as required under the Code,
(B) two properly completed and duly signed original copies of or IRS Form W-8ECI (or any successor forms),
thereto (Crelating to all payments to be made to such Foreign Lender by any Domestic Borrower pursuant to this Agreement) in the case of a Non-or such other evidence that such Foreign Lender is entitled to an exemption from, or reduction of, U.S. Lender claiming the benefits of the exemption for portfolio interest under Section withholding tax pursuant to Sections 871(h) or Section and 881(c) of the Internal Revenue Code. Thereafter and from time to time, each such Foreign Lender shall (A) two properly promptly submit to the Administrative Agent and to the Company such additional duly completed and duly signed certificates copies of one of such forms (any or such certificate, a “successor forms as shall be adopted from time to time by the relevant United States Tax Compliance Certificate”taxing authorities) as may then be available under then current United States laws and regulations to avoid, or such evidence as is satisfactory to the Company and the Administrative Agent of any available exemption from, United States withholding taxes in respect of all payments to be made to such Foreign Lender by any Domestic Borrower pursuant to this Agreement, (B) two properly completed promptly notify the Administrative Agent and duly signed original copies the Company of IRS Form W-8BEN any change in circumstances that would modify or render invalid any claimed exemption, and (C) take such steps as shall not be materially disadvantageous to it, in the good faith judgment of such Lender, and as may be reasonably requested in writing by the Company (including filing any certificate or any successor forms),
(Ddocument or the re-designation of its Lending Office) to avoid any requirement of applicable Laws that the applicable Domestic Borrower make any deduction or withholding for Taxes from amounts payable to such Foreign Lender or to reduce the amount of any such deduction or withholding to the greatest extent possible. To the extent a Non-U.S. such Foreign Lender is not the beneficial owner of any portion of any sums paid or payable to such Lender under any of the Loan Documents, such Lender shall, to the extent it is legally entitled to do so, deliver to the Administrative Agent and to the Company on the date when such Foreign Lender ceases to act for its own account with respect to any portion of any such sums paid or payable, and at such other times as may be necessary in the determination of the Administrative Agent or the Company (for examplein the reasonable exercise of their respective discretion) (in such number of copies as shall be requested by the Administrative Agent or the Company), where (A) duly signed completed copies of the Non-U.S. forms or statements required to be provided by such Lender as set forth above, to establish the portion of any such sums paid or payable with respect to which such Lender is the beneficial owner that is not subject to, or subject to a partnership or a participating Lender)reduced rate of, two properly completed U.S. withholding tax, and (B) duly signed original completed copies of IRS Form W-8IMY (or any successor formsthereto), together with IRS Form W-8 ECI, IRS Form W-8BEN-E (or W-8BEN, as applicable), IRS Form W-9, evidence that the beneficial owner is entitled to an exemption from U.S. withholding tax under Sections 871(h) and 881(c) of the Non-U.S. LenderInternal Revenue Code, accompanied by a Form W-8ECI, W-8BEN, United States Tax Compliance Certificate, Form W-9, Form W-8IMY or any other required information (or any successor forms) certification documents from each beneficial owner that would be owner, as applicable, and any other certificate or statement of exemption required under this Section 2.16(ethe Internal Revenue Code.
(iii) if With respect to the Credit Extensions to a Belgian Borrower, each Foreign Lender (with respect to such beneficial owner were a Belgian Borrower) shall, as reasonably requested by the Administrative Agent or such Belgian Borrower, deliver to the Administrative Agent and to such Belgian Borrower (in such number of copies as shall be requested by the Administrative Agent or the Belgian Borrower) on or prior to the date of its making such Loan (or upon accepting an assignment of an interest therein), such forms and other documentation which are required by any relevant taxing authorities under the Laws of Belgium duly executed and completed by such Lender, as applicable (provided that if the Non-U.S. Lender is a partnership and not a participating are required under such Laws to confirm such Lender, and one or more beneficial owners are claiming the portfolio interest exemption, the United States Tax Compliance Certificate may be provided by such Non-U.S. Lender on behalf of such beneficial owners), or
(E) two properly completed and duly signed original copies of ’s entitlement to any other form prescribed by applicable U.S. federal income tax laws as a basis for claiming a complete available exemption from, or a reduction inof, United States federal applicable withholding tax on any taxes in respect of payments to be made to such Lender by such Belgian Borrower, pursuant to this Agreement or otherwise to establish such Lender’s status for withholding tax purposes in Belgium. Thereafter and from time to time, each such Foreign Lender shall (A) upon request of the Administrative Agent or the Belgian Borrower, submit to the Administrative Agent or the Belgian Borrower such additional duly completed and signed copies of such forms or other documentation as may then be available under then current Laws and regulations of Belgium to avoid or reduce applicable withholding taxes in respect of all payments to be made to such Foreign Lender by a Belgian Borrower pursuant to this Agreement, (B) promptly notify the Loan DocumentsAdministrative Agent and such Belgian Borrower of any change in circumstances that would modify or render invalid any claimed exemption and (C) take such steps as shall not be materially disadvantageous to it, in the good faith judgment of such Lender, and as may be reasonably requested in writing by the Company or such Belgian Borrower (including filing any certificate or document or the re-designation of its Lending Office) to avoid any requirement of applicable Laws that such Belgian Borrower make any deduction or withholding for taxes from amounts payable to such Foreign Lender or to reduce the amount of any such deduction or withholding to the greatest extent possible.
(3iv) 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 Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Lender shall deliver to Borrower the Company and the Administrative Agent at the time or times prescribed by law Law and at such time or times reasonably requested by Borrower the Company or the Administrative Agent such documentation prescribed by applicable law 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 Company or the Administrative Agent as may be necessary for the Borrower Company and the Administrative Agent to comply with their obligations under FATCA, FATCA and to determine whether that such Lender has or has not complied with such Lender’s obligations under FATCA and, if necessary, or to determine the amount to deduct and withhold from such payment. Notwithstanding any other provision Solely for purposes of this clause paragraph, “FATCA” shall include any amendments made to FATCA after the date of this Agreement.
(e)b) If any Lender fails to deliver such forms, a Lender then the Administrative Agent or the Borrower shall not be withhold amounts required to deliver be withheld by applicable Laws from payments under any documentation that such Lender is not legally eligible Loan Document at the applicable statutory rate, without reduction. No Borrower shall have any liability under Section 3.01 or otherwise with respect to deliveramounts withheld by the Administrative Agent pursuant to this Section 11.15(b).
Appears in 1 contract
Samples: Credit Agreement (Albemarle Corp)
Tax Forms. Each Lender shall(i) Any Secured Party that is entitled to an exemption from, or reduction of, withholding Tax with respect to payments made under this Agreement or any other Loan Document shall deliver to the Borrower and the Administrative Agent, at such the time or times as are reasonably requested by the Borrower or the Administrative Agent, provide the Borrower and the Administrative Agent with any such properly completed and executed documentation prescribed by any Requirement of Law or reasonably requested by the Borrower or the Administrative Agent certifying as to any entitlement of such Lender to an exemption from, or reduction in, any withholding Tax with respect to any payments to be made to such Lender under any Loan Document. Each such Lender shall, whenever a lapse in time or change in circumstances renders any such documentation (including any specific documentation required below in this Section 2.16(e)) obsolete, expired, invalid or inaccurate in any respect, deliver promptly to the Borrower and the Administrative Agent updated or other appropriate documentation (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 do so. Without limiting the generality of the foregoing:
(1) Each U.S. Lender shall deliver to the Borrower and the Administrative Agent on or before the date on which it becomes a party to this Agreement two properly completed and duly signed original copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding.
(2) Each Non-U.S. Lender shall deliver to the Borrower and the Administrative Agent on or before the date on which it becomes a party to this Agreement (and from time to time thereafter upon the request of the Borrower or the Administrative Agent) whichever of the following is applicable:
(A) two properly completed and duly signed original copies of IRS Form W-8BEN (or any successor forms) claiming eligibility for the benefits of an income tax treaty to which the United States is a party, and such other documentation as required under the Code,
(B) two properly completed and duly signed original copies of IRS Form W-8ECI (or any successor forms),
(C) in the case of a Non-U.S. Lender claiming the benefits of the exemption for portfolio interest under Section 871(h) or Section 881(c) of the Code, (A) two properly completed and duly signed certificates (any such certificate, a “United States Tax Compliance Certificate”) and (B) two properly completed and duly signed original copies of IRS Form W-8BEN (or any successor forms),
(D) to the extent a Non-U.S. Lender is not the beneficial owner (for example, where the Non-U.S. Lender is a partnership or a participating Lender), two properly completed and duly signed original copies of IRS Form W-8IMY (or any successor forms) of the Non-U.S. Lender, accompanied by a Form W-8ECI, W-8BEN, United States Tax Compliance Certificate, Form W-9, Form W-8IMY or any other required information (or any successor forms) from each beneficial owner that would be required under this Section 2.16(e) if such beneficial owner were a Lender, as applicable (provided that if the Non-U.S. Lender is a partnership and not a participating Lender, and one or more beneficial owners are claiming the portfolio interest exemption, the United States Tax Compliance Certificate may be provided by such Non-U.S. Lender on behalf of such beneficial owners), or
(E) two properly completed and duly signed original copies of any other form prescribed by applicable U.S. federal income tax laws as a basis for claiming a complete exemption from, or a reduction in, United States federal withholding tax on any payments to such Lender under the Loan Documents.
(3) 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 Code, as applicable), such Lender shall deliver to Borrower and the Administrative Agent 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 the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may will permit such payments to be necessary for made without withholding or at a reduced rate of withholding. In addition, any Secured Party, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Secured Party is subject to backup withholding or information reporting requirements.
(ii) Without limiting the generality of the foregoing: (A) Each Non-U.S. Lender Party that, at any of the following times, is entitled to an exemption from United States withholding tax or is subject to such withholding tax at a reduced rate under an applicable tax treaty, shall (w) on or prior to the date such Non-U.S. Lender Party becomes a “Non-U.S. Lender Party” hereunder, (x) on or prior to the date on which any such form or certification expires or becomes obsolete, (y) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (i) and (z) from time to time if requested by the Borrower or the Administrative Agent (or, in the case of a participant or SPV, the relevant Lender), provide the Administrative Agent and the Borrower (or, in the case of a participant or SPV, the relevant Lender) with two properly completed and duly executed copies of each of the following, as applicable: (A) Forms W-8ECI (claiming exemption from U.S. withholding tax because the income is effectively connected with a U.S. trade or business), W-8BEN or W-8BEN-E (claiming exemption from, or a reduction of, U.S. withholding tax under an income tax treaty) or any successor forms and/or W-8IMY (together with any required accompanying forms), (B) in the case of a Non-U.S. Lender Party claiming exemption under Sections 871(h) or 881(c) of the Code, Form W-8BEN or W-8BEN-E (claiming exemption from U.S. withholding tax under the portfolio interest exemption) or any successor form and a certificate in form and substance acceptable to the Administrative Agent that such Non- U.S. Lender Party is not (1) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (2) a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code or (3) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code or (C) any other applicable document prescribed by the IRS certifying as to the entitlement of such Non-U.S. Lender Party to such exemption from United States withholding tax or reduced rate with respect to all payments to be made to such Non-U.S. Lender Party under the Loan Documents. Unless the Borrower and the Administrative Agent have received forms or other documents satisfactory to comply with their obligations them indicating that payments under FATCAany Loan Document to or for a Non-U.S. Lender Party are not subject to United States withholding tax or are subject to such tax at a rate reduced by an applicable tax treaty, the Loan Parties and the Administrative Agent shall withhold amounts required to determine whether such Lender has or has not complied with such Lender’s obligations under FATCA and, if necessary, to determine the amount to deduct and withhold be withheld by applicable Requirements of Law from such paymentpayments at the applicable statutory rate. Notwithstanding any other provision of this clause (e), a Lender shall not be required to deliver any documentation that such Lender is not legally eligible to deliver.74 [[NYCORP:3713047v14:05/10/2018--10:17 PM]]
Appears in 1 contract
Samples: Credit Agreement (White Mountains Insurance Group LTD)
Tax Forms. Each Lender shall, at such times as are reasonably requested by the Borrower or the Administrative Agent, provide the Borrower and the Administrative Agent with any such properly completed and executed documentation prescribed by any Requirement of Law applicable law or reasonably requested by the Borrower or the Administrative Agent certifying as to any entitlement of such Lender to an exemption from, or reduction in, any applicable withholding Tax with respect to any payments to be made to such Lender under any Loan Document. In addition, each Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Each such Lender shall, whenever a lapse in time or change in circumstances renders any such documentation (including any specific documentation required below in this Section 2.16(e)below) obsolete, expired, invalid expired or inaccurate in any respect, deliver promptly to the Borrower and the Administrative Agent updated or other appropriate documentation (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 do so. Without limiting the generality of the foregoing:
(1i) Each Any Lender that is a U.S. Lender Person shall deliver to the Borrower and the Administrative Agent Agent, on or before prior to the date on which it such Lender becomes a party to this Agreement two properly completed and duly signed original copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding.
(2) Each Non-U.S. Lender shall deliver to the Borrower and the Administrative Agent on or before the date on which it becomes a party to under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), duly completed, valid and executed originals of IRS Form W-9 (or any successor forms) certifying that such Lender is exempt from U.S. federal backup withholding tax.
(ii) Any Lender that is a Foreign Person shall deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the Borrower or the Administrative Agent) (w) on or prior to the date such Lender becomes a Lender under this Agreement, (x) on or prior to the date on which any such form or certification expires or becomes obsolete, (y) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this subsection, and (z) from time to time upon the reasonable request by the Borrower or the Administrative Agent, whichever of the following is applicable:
(A) two properly completed and duly signed original copies of IRS Form W-8BEN (or any successor forms) if such Lender is 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, duly completed, valid and executed originals of IRS Form W-8BEN, or any successor form thereto, 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, duly completed, valid and executed originals of IRS Form W-8BEN, or any successor form thereto, establishing an exemption from, or reduction of, U.S. federal withholding tax pursuant to the “business profits” or “other income” article of such other documentation as required under the Code,tax treaty;
(B) two properly completed duly completed, valid and duly signed original copies executed originals of IRS Form W-8ECI (W-8ECI, or any successor forms),form thereto, certifying that the payments received by such Lender are effectively connected with such Lender’s conduct of a trade or business in the United States;
(C) in the case of a Non-U.S. if such Lender is claiming the benefits of the exemption for portfolio interest under Section 871(h) or Section 881(c) of the Code, duly completed, valid and executed originals of IRS Form W-8BEN, or any successor form thereto, together with a certificate substantially in the form of Exhibit 9 (A) two properly completed and duly signed certificates (any such certificate, a “United States U.S. Tax Compliance Certificate”) upon which such Lender certifies that (1) such Lender is not a bank for purposes of Section 881(c)(3)(A) of the Code, (2) such Lender is not a 10% shareholder of the Borrower within the meaning of Section 871(h)(3) or Section 881(c)(3)(B) of the Code, (3) such Lender is not a controlled foreign corporation that is related to the Borrower within the meaning of Section 881(c)(3)(C) of the Code, and (B4) two properly completed and duly signed original copies of IRS Form W-8BEN (no payments in connection with any Loan Document are effectively connected with a U.S. trade or any successor forms),business conducted by such Lender; or
(D) to the extent a Non-U.S. if such Lender is not the beneficial owner of payments made under any Loan Document (for example, where the Non-U.S. Lender is a partnership or a participating Lender), two properly completed duly completed, valid and duly signed original copies executed originals of IRS Form W-8IMY W-8IMY, on behalf of itself (or if it is a disregarded entity for U.S. federal income tax purposes, on behalf of its owner), or any successor forms) of the Non-U.S. Lenderform thereto, accompanied by a IRS Form W-9, IRS Form W-8ECI, IRS Form W-8BEN, United States a U.S. Tax Compliance Certificate, Form W-9, Form W-8IMY or any and/or other required information (or any successor forms) certification documents from each beneficial owner that would be required under this Section 2.16(e) if such beneficial owner were a Lenderowner, as applicable (provided that if the Non-U.S. Lender is a partnership and not a participating Lender, and one or more beneficial owners are claiming the portfolio interest exemption, the United States Tax Compliance Certificate may be provided by such Non-U.S. Lender on behalf of such beneficial owners), or
(E) two properly completed and duly signed original copies of any other form prescribed by applicable U.S. federal income tax laws as a basis for claiming a complete exemption from, or a reduction in, United States federal withholding tax on any payments to such Lender under the Loan Documentsapplicable.
(3iii) 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 Code, as applicable), such Lender shall deliver to Borrower and the Administrative Agent 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 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, to determine whether such Lender has or has not complied with such Lender’s obligations under FATCA and, if necessary, to determine the amount to deduct and withhold from such payment. Notwithstanding any other provision of this clause (eSection 7.2(f), a Lender shall not be required to deliver any documentation that such Lender is not legally eligible to deliver.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Facility (Era Group Inc.)
Tax Forms. Each Lender shall, at such times as are reasonably requested by the Borrower or the Administrative Agent, provide the Borrower and the Administrative Agent with any properly completed and executed documentation prescribed by any Requirement of Law or reasonably requested by the Borrower or the Administrative Agent certifying as to any entitlement of such Lender to an exemption from, or reduction in, any withholding Tax with respect to any payments to be made to such Lender under any Loan Document. Each such Lender shall, whenever a lapse in time or change in circumstances renders any such documentation (including any specific documentation required below in this Section 2.16(e)) obsolete, expired, invalid or inaccurate in any respect, deliver promptly to the Borrower and the Administrative Agent updated or other appropriate documentation (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 inabilitylegal ineligibility to do so. Without limiting the generality of the foregoing:
(1i) Each U.S. Lender shall deliver to the Borrower and the Administrative Agent on or before the date on which it becomes a party to this Agreement two properly completed and duly signed original copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding.
(2ii) Each Non-U.S. Lender shall deliver to the Borrower and the Administrative Agent on or before the date on which it becomes a party to this Agreement (and from time to time thereafter upon the request of the Borrower or the Administrative Agent) whichever of the following is applicable:
(A) two properly completed and duly signed original copies of IRS Form W-8BEN or W-8BEN-E (or any successor forms) claiming eligibility for the benefits of an income tax treaty to which the United States is a party, and such other documentation as required under the Code,
(B) two properly completed and duly signed original copies of IRS Form W-8ECI (or any successor forms),
(C) in the case of a Non-U.S. Lender claiming the benefits of the exemption for portfolio interest under Section 871(h) or Section 881(c) of the Code, (A) two properly completed and duly signed certificates (any such certificate, a “United States Tax Compliance Certificate”) and (B) two properly completed and duly signed original copies of IRS Form W-8BEN or W-8BEN-E (or any successor forms),
(D) to the extent a Non-U.S. Lender is not the beneficial owner (for example, where the Non-U.S. Lender is a partnership or a participating Lender), two properly completed and duly signed original copies of IRS Form W-8IMY (or any successor forms) of the Non-U.S. Lender, accompanied by a Form W-8ECI, W-8BEN, United States Tax Compliance Certificate, Form W-9, Form W-8IMY or any other required information (or any successor forms) from each beneficial owner that would be required under this Section 2.16(e) if such beneficial owner were a Lender, as applicable (provided that if the Non-U.S. Lender is a partnership and not a participating Lender, and one or more beneficial owners are claiming the portfolio interest exemption, the United States Tax Compliance Certificate may be provided by such Non-U.S. Lender on behalf of such beneficial owners), or
(E) two properly completed and duly signed original copies of any other form prescribed by applicable U.S. federal income tax laws as a basis for claiming a complete exemption from, or a reduction in, United States federal withholding tax on any payments to such Lender under the Loan Documents.
(3iii) 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 Code, as applicable), such Lender shall deliver to Borrower and the Administrative Agent at the time or times prescribed by law lawapplicable Requirements of Law and at such time or times reasonably requested by Borrower or the Administrative Agent such documentation prescribed by applicable law (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 obligations under FATCA, to determine whether such Lender has or has not complied with such Lender’s obligations under FATCA and, if necessary, to determine the amount to deduct and withhold from such payment. Notwithstanding any other provision of this clause (e), a Lender shall not be required to deliver any documentation that such Lender is not legally eligible to deliver.
Appears in 1 contract
Samples: Credit Agreement (HMS Holdings Corp)
Tax Forms. Each (i) Any Lender shallthat is entitled to an exemption from or reduction of any applicable withholding Tax with respect to payments hereunder or under any other Loan Document shall deliver to the Borrower (with a copy to the Administrative Agent), at such the time or times as are reasonably requested by the Borrower or the Administrative Agent, provide the Borrower and the Administrative Agent with any such properly completed and executed documentation prescribed by applicable law or as reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Requirement of Law Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent certifying as to any entitlement of such Lender to an exemption from, or reduction in, any withholding Tax with respect to any payments to be made to such Lender under any Loan Document. Each such Lender shall, whenever a lapse in time or change in circumstances renders any such documentation (including any specific documentation required below in this Section 2.16(e)) obsolete, expired, invalid or inaccurate in any respect, deliver promptly to the Borrower and the Administrative Agent updated or other appropriate documentation (including any new documentation reasonably requested by will enable the Borrower or the Administrative AgentAgent 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 forms (other than such forms set forth in Section 2.18(e)(ii)(A)–(D), Section 2.18(e)(iii) or promptly notify Section 2.18(e)(iv) below) shall not be required if in the Borrower and 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 Administrative Agent in writing legal or commercial position of its inability to do so. such Lender.
(ii) Without limiting the generality of the foregoing:
(1, in the event that the Borrower is a United States person under Section 7701(a)(30) Each U.S. of the Code, any Foreign Lender shall 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 before prior to the date on which it such Foreign Lender becomes a party to Lender under this Agreement two properly completed Agreement, and duly signed original copies after the occurrence of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding.
(2) Each Non-U.S. Lender shall deliver to a change in the Borrower and Lender’s circumstances which require a change in the Administrative Agent on most recent form or before the date on which certification previously delivered by it becomes a party to this Agreement (and from time to time thereafter upon the request of the Borrower or the Administrative Agent) ), whichever of the following is applicable:
(A) two properly duly completed and duly signed original copies of IRS Internal Revenue Service Form W-8BEN (or any successor forms) Form W-8BEN-E claiming eligibility for the benefits of an income tax treaty to which the United States of America is a party, and such other documentation as required under the Code,
(B) two properly duly completed and duly signed original copies of IRS Internal Revenue Service Form W-8ECI (or any successor forms)W-8ECI,
(C) in the case of a Non-U.S. Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 871(h) or Section 881(c) of the Code, (x) a certificate substantially in the Form of Exhibit F-1 to the effect that (A) two properly completed and duly signed certificates (any such certificate, Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (B) such Foreign Lender is not a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, (C) such Foreign Lender is not a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code and (D) no payments in connection with any Loan Document are effectively connected with the United States trade or business conducted by such Lender (a “U.S. Tax Compliance Certificate”) and (By) two properly duly completed and duly signed original copies of IRS Internal Revenue Service Form W-8BEN (or any successor forms)Form W-8BEN-E,
(D) to the extent a Non-U.S. Foreign Lender is not the beneficial owner (for example, where the Non-U.S. Foreign Lender is a partnership or participating Lender granting a participating Lendertypical participation), two properly completed and duly signed original copies of IRS an Internal Revenue Service Form W-8IMY (or any successor forms) of the Non-U.S. LenderW-8IMY, accompanied by a Form W-8ECI, W-8BEN, United States W-8BEN-E, a U.S. Tax Compliance CertificateCertificate substantially in the form of Exhibit F-2 or Exhibit F-3, Form W-9, Form W-8IMY or any and/or other required information (or any successor forms) certification documents from each beneficial owner that would be required under this Section 2.16(e) if such beneficial owner were a Lenderowner, as applicable (applicable; provided that if the Non-U.S. Foreign Lender is a partnership (and not a participating Lender, ) and one or more beneficial owners of such Foreign Lender are claiming the portfolio interest exemption, the United States such Foreign Lender may provide a U.S. Tax Compliance Certificate may be provided by such Non-U.S. Lender substantially in the form of Exhibit F-4 on behalf of each such beneficial owners)direct or indirect owner, or
(E) two properly completed and duly signed original copies of any other form prescribed by applicable U.S. federal income tax laws law as a basis for claiming a complete exemption from, from or a reduction in, in United States federal withholding tax on any payments duly completed together with such supplementary documentation as may be prescribed by applicable law to such Lender under permit the Loan DocumentsBorrower or the Administrative Agent to determine the withholding or deduction required to be made, if any.
(3iii) Any Lender that is a United States person under Section 7701(a)(30) of the Code, to the extent it may lawfully do so, shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement, on or prior to the date on which any such form or certification expires or becomes obsolete, and after the occurrence of a change in the Lender’s circumstances which require a change in the most recent form or certification previously delivered by it (and from time to time thereafter upon the request of the Borrower or the Administrative Agent), duly completed copies of Internal Revenue Service Form W-9 (or any successor form) certifying that such Lender is entitled to an exemption from U.S. backup withholding tax.
(iv) If a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding tax Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Sections 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, FATCA and to determine whether that such Lender has or has not complied with such Lender’s obligations under FATCA and, if necessary, or to determine the amount to deduct and withhold from such payment. Notwithstanding any other provision Solely for purposes of this clause (e)paragraph, a “FATCA” shall include any amendments made to FATCA after the Effective Date. Each Lender agrees that if any form or certification it previously delivered by it expires or becomes obsolete or inaccurate in any respect, it shall not be required update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so. Each Lender hereby authorizes the Administrative Agent to deliver to the Loan Parties and to any successor Administrative Agent any documentation that provided by such Lender is not legally eligible to deliverthe Administrative Agent pursuant to this Section 2.18(e).
Appears in 1 contract
Tax Forms. Each (i) Any Lender shallor Issuing Lender that is entitled to an exemption from or reduction of any applicable withholding Tax with respect to payments hereunder or under any other Loan Document shall deliver to the applicable Borrower (with a copy to the Administrative Agent), at such the time or times as are reasonably requested by the any Borrower or the Administrative Agent, provide the Borrower and the Administrative Agent with any such properly completed and executed documentation prescribed by any Requirement of Law applicable law or as reasonably requested by the any Borrower or the Administrative Agent certifying as to any entitlement of will permit such Lender to an exemption from, or reduction in, any withholding Tax with respect to any payments to be made to such without withholding or at a reduced rate of withholding. In addition, any Lender under any Loan Document. Each such Lender shallor Issuing Lender, whenever a lapse in time or change in circumstances renders any such documentation (including any specific documentation required below in this Section 2.16(e)) obsolete, expired, invalid or inaccurate in any respect, deliver promptly to the Borrower and the Administrative Agent updated or other appropriate documentation (including any new documentation reasonably if requested by the any Borrower or the Administrative Agent) , shall deliver such other documentation prescribed by applicable law or promptly notify the reasonably requested by such Borrower and or the Administrative Agent as will enable such Borrower or the Administrative Agent to determine whether or not such Lender or Issuing Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in writing the preceding two sentences, the completion, execution and submission of its inability such forms (other than such forms set forth in Section 2.18(e)(ii)(A)–(D), Section 2.18(e)(iii) or Section 2.18(e)(iv) below) shall not be required if in the Lender or Issuing Lender’s reasonable judgment such completion, execution or submission would subject such Lender or Issuing Lender to do so. any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender or Issuing Lender.
(ii) Without limiting the generality of the foregoing:
(1, in the event that any Borrower is a United States person under Section 7701(a)(30) Each U.S. of the Code, any Foreign Lender shall shall, to the extent it is legally entitled to do so, deliver to the such Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or before prior to the date on which it such Foreign Lender becomes a party to Lender under this Agreement two properly completed Agreement, and duly signed original copies after the occurrence of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding.
(2) Each Non-U.S. Lender shall deliver to a change in the Borrower and Lender’s circumstances which require a change in the Administrative Agent on most recent form or before the date on which certification previously delivered by it becomes a party to this Agreement (and from time to time thereafter upon the request of the such Borrower or the Administrative Agent) ), whichever of the following is applicable:
(A) two properly duly completed and duly signed original copies of IRS Internal Revenue Service Form W-8BEN (or any successor forms) Form W-8BEN-E claiming eligibility for the benefits of an income tax treaty to which the United States of America is a party, and such other documentation as required under the Code,
(B) two properly duly completed and duly signed original copies of IRS Internal Revenue Service Form W-8ECI (or any successor forms)W-8ECI,
(C) in the case of a Non-U.S. Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 871(h) or Section 881(c) of the Code, (x) a certificate substantially in the Form of Exhibit D to the effect that (A) two properly completed and duly signed certificates (any such certificate, Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (B) such Foreign Lender is not a “10 percent shareholder” of any Borrower within the meaning of Section 881(c)(3)(B) of the Code, (C) such Foreign Lender is not a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code and (D) no payments in connection with any Loan Document are effectively connected with the United States trade or business conducted by such Lender (a “U.S. Tax Compliance Certificate”) and (By) two properly duly completed and duly signed original copies of IRS Internal Revenue Service Form W-8BEN (or any successor forms)Form W-8BEN-E,
(D) to the extent a Non-U.S. Foreign Lender is not the beneficial owner (for example, where the Non-U.S. Foreign Lender is a partnership or participating Lender granting a participating Lendertypical participation), two properly completed and duly signed original copies of IRS an Internal Revenue Service Form W-8IMY (or any successor forms) of the Non-U.S. LenderW-8IMY, accompanied by a Form W-8ECI, W-8BEN, United States W-8BEN-E, U.S. Tax Compliance Certificate, Form W-9, Form W-8IMY or any and/or other required information (or any successor forms) certification documents from each beneficial owner that would be required under this Section 2.16(e) if such beneficial owner were a Lenderowner, as applicable (applicable; provided that if the Non-U.S. Foreign Lender is a partnership (and not a participating Lender, ) and one or more beneficial owners of such Foreign Lender are claiming the portfolio interest exemption, the United States such Foreign Lender may provide a U.S. Tax Compliance Certificate may be provided by such Non-U.S. Lender on behalf of each such beneficial owners)owner, or
(E) two properly completed and duly signed original copies of any other form prescribed by applicable U.S. federal income tax laws law as a basis for claiming a complete exemption from, from or a reduction in, in United States federal withholding tax on duly completed together with such supplementary documentation as may be prescribed by applicable law to permit any payments Borrower or the Administrative Agent to such Lender under determine the Loan Documentswithholding or deduction required to be made, if any.
(3iii) Any Lender or Issuing Lender that is a United States person under Section 7701(a)(30) of the Code, to the extent it may lawfully do so, shall deliver to any Borrower and the Administrative Agent on or prior to the date on which such Lender or Issuing Lender becomes a Lender or Issuing Lender, as applicable, under this Agreement, on or prior to the date on which any such form or certification expires or becomes obsolete, and after the occurrence of a change in the Lender or Issuing Lender’s circumstances which require a change in the most recent form or certification previously delivered by it (and from time to time thereafter upon the request of any Borrower or the Administrative Agent), duly completed copies of Internal Revenue Service Form W-9 (or any successor form) certifying that such Lender or Issuing Lender is entitled to an exemption from U.S. backup withholding tax.
(iv) If a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding tax Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Sections Section 1471(b) or 1472(b1471(b) of the Code, as applicable), such Lender shall deliver to any Borrower 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 the any Borrower or the Administrative Agent as may be necessary for the such Borrower and the Administrative Agent to comply with their obligations under FATCA, FATCA and to determine whether that such Lender has or has not complied with such Lender’s obligations under FATCA and, if necessary, or to determine the amount to deduct and withhold from such payment. Notwithstanding any other provision Solely for purposes of this clause (e)paragraph, a “FATCA” shall include any amendments made to FATCA after the Closing Date. Each Lender and Issuing Lender agrees that if any form or certification it previously delivered by it expires or becomes obsolete or inaccurate in any respect, it shall not be required update such form or certification or promptly notify the Borrowers and the Administrative Agent in writing of its legal inability to do so. Each Lender hereby authorizes the Administrative Agent to deliver to the Loan Parties and to any successor Administrative Agent any documentation that provided by such Lender is not legally eligible to deliverthe Administrative Agent pursuant to this Section 2.18(e).
Appears in 1 contract
Tax Forms. Each Lender shall(i) 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 and the Administrative Agent, at such the time or times as are reasonably requested in writing by the Borrower Borrowers or the Administrative Agent, provide the Borrower and the Administrative Agent with any such properly completed and executed documentation prescribed by any Requirement of Law or reasonably requested by the Borrower Borrowers or the Administrative Agent certifying as to any entitlement of will permit such Lender to an exemption from, or reduction in, any withholding Tax with respect to any payments to be made to such Lender under any Loan Document. Each such Lender shall, whenever without withholding or at a lapse in time or change in circumstances renders any such documentation (including any specific documentation required below in this Section 2.16(e)) obsolete, expired, invalid or inaccurate in any respect, deliver promptly to the Borrower reduced rate of withholding and as will permit the Administrative Agent updated or other appropriate documentation (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 Borrowers to do so. determine whether or not such Recipient is subject to backup withholding or information reporting requirements.
(ii) Without limiting the generality of the foregoing:
(1) Each , any Recipient that is a U.S. Lender Person shall deliver to the Borrower Borrowers and the Administrative Agent Agent, on or before prior to the date on which it such Recipient becomes a party to this Agreement two properly completed and duly signed original copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding.
(2) Each Non-U.S. Lender shall deliver to the Borrower and the Administrative Agent on or before the date on which it becomes a party to Recipient under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower Borrowers or the Administrative Agent), duly executed originals of IRS Form W-9 certifying, to the extent such Recipient is legally entitled to do so, that such Recipient is exempt from U.S. federal backup withholding tax.
(iii) Each Recipient that is a Person that is not a U.S. Person shall, to the extent it is legally entitled to do so, (1) on or prior to the date such Recipient becomes a Recipient under this Agreement, (2) on or prior to the date on which any such form or certification expires or becomes obsolete, (3) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this sub-clause (e)(iii), and (4) from time to time upon the reasonable request by the Borrowers or the Administrative Agent, deliver to the Borrowers and the Administrative Agent (in such number of copies as shall be requested by the Borrowers or the Administrative Agent), whichever of the following is applicable:
(A) two properly completed and duly signed original copies of IRS Form W-8BEN (or any successor forms) if such Recipient is claiming eligibility for the benefits of an income tax treaty to which the United States is a partyparty (1) with respect to payments of interest under any Loan Document, duly executed originals of IRS Form W-8BEN, Form W-8BEN-E, or any successor forms thereto, establishing an exemption from, or reduction of, U.S. federal withholding tax pursuant to the “interest” article of such tax treaty, and (2) with respect to any other applicable payments under any Loan Document, duly executed originals of IRS Form W-8BEN, Form W-8BEN-E, or any successor forms thereto, establishing an exemption from, or reduction of, U.S. federal withholding tax pursuant to the “business profits” or “other income” article of such other documentation as required under the Code,tax treaty;
(B) two properly completed and duly signed original copies executed originals of IRS Form W-8ECI (W-8ECI, or any successor forms),form thereto, certifying that the payments received by such Recipient are effectively connected with such Recipient’s conduct of a trade or business in the United States;
(C) in the case of a Non-U.S. Lender if such Recipient is claiming the benefits of the exemption for portfolio interest under Section 871(h) or Section 881(c) of the Code, duly executed originals of IRS Form W-8BEN, Form W-8BEN-E, or any successor forms thereto, together with a certificate (A) two properly completed and duly signed certificates (any such certificate, a “United States U.S. Tax Compliance Certificate”) reasonably acceptable to the Administrative Agent and the Borrowers, upon which such Recipient certifies that (1) such Recipient is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (2) such Recipient is not a “10% shareholder” of any of the Borrowers within the meaning of Section 871(h)(3) or Section 881(c)(3)(B) of the Code, (3) such Recipient is not a “controlled foreign corporation” that is related to either of the Borrowers within the meaning of Section 881(c)(3)(C) of the Code, and (B4) two properly completed and duly signed original copies of IRS Form W-8BEN (the interest payments in question are not effectively connected with a U.S. trade or any successor forms),business conducted by such Recipient; or
(D) to the extent a Non-U.S. Lender if such Recipient is not the beneficial owner (for example, where the Non-U.S. Lender is a partnership or a participating LenderRecipient granting a typical participation), two properly completed and duly signed original copies executed originals of IRS Form W-8IMY (W-8IMY, or any successor forms) of the Non-U.S. Lenderform thereto, accompanied by a IRS Form W-9, IRS Form W-8ECI, IRS Form W-8BEN, United States a U.S. Tax Compliance Certificate, Form W-9, Form W-8IMY or any and/or other required information (or any successor forms) certification documents from each beneficial owner that would be required under this Section 2.16(e) if such beneficial owner were a Lenderowner, as applicable (applicable; provided that if the Non-U.S. Lender such Recipient is a partnership and not a participating Lender, and one or more beneficial owners direct or indirect partners of such Recipient are claiming the portfolio interest exemption, the United States such Recipient may provide a U.S. Tax Compliance Certificate may be provided by such Non-U.S. Lender on behalf of each such beneficial owners), or
(E) two properly completed direct and duly signed original copies of any other form prescribed by applicable U.S. federal income tax laws as a basis for claiming a complete exemption from, or a reduction in, United States federal withholding tax on any payments to such Lender under the Loan Documentsindirect partner.
(3iv) If a payment made Each Recipient agrees that if any form or certification it previously delivered under this Section 2.19 expires or becomes obsolete or inaccurate in any respect and such Recipient is not legally entitled 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 provide an updated form or certification, it shall promptly notify the applicable reporting requirements of FATCA (including those contained in Sections 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to Borrower Borrowers and the Administrative Agent at the time of its inability to update such form 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 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, to determine whether such Lender has or has not complied with such Lender’s obligations under FATCA and, if necessary, to determine the amount to deduct and withhold from such payment. Notwithstanding any other provision of this clause (e), a Lender shall not be required to deliver any documentation that such Lender is not legally eligible to delivercertification.
Appears in 1 contract
Tax Forms. Each (i) Any Lender shallor Issuing Lender that is entitled to an exemption from or reduction of any applicable withholding Tax with respect to payments hereunder or under any other Loan Document shall deliver to the Borrower (with a copy to the Administrative Agent), at such the time or times as are reasonably requested by the Borrower or the Administrative Agent, provide the Borrower and the Administrative Agent with any such properly completed and executed documentation prescribed by applicable law or as reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Requirement of Law Lender or Issuing Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent certifying as to any entitlement of such Lender to an exemption from, or reduction in, any withholding Tax with respect to any payments to be made to such Lender under any Loan Document. Each such Lender shall, whenever a lapse in time or change in circumstances renders any such documentation (including any specific documentation required below in this Section 2.16(e)) obsolete, expired, invalid or inaccurate in any respect, deliver promptly to the Borrower and the Administrative Agent updated or other appropriate documentation (including any new documentation reasonably requested by will enable the Borrower or the Administrative AgentAgent to determine whether or not such Lender or Issuing 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 forms (other than such forms set forth in Section 2.18(e)(ii)(A)–(D), Section 2.18(e)(iii) or promptly notify Section 2.18(e)(iv) below) shall not be required if in the Borrower and Lender or Issuing Lender’s reasonable judgment such completion, execution or submission would subject such Lender or Issuing Lender to any material unreimbursed cost or expense or would materially prejudice the Administrative Agent in writing legal or commercial position of its inability to do so. such Lender or Issuing Lender.
(ii) Without limiting the generality of the foregoing:
(1, in the event that the Borrower is a United States person under Section 7701(a)(30) Each U.S. of the Code, any Foreign Lender shall 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 before prior to the date on which it such Foreign Lender becomes a party to Lender under this Agreement two properly completed Agreement, and duly signed original copies after the occurrence of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding.
(2) Each Non-U.S. Lender shall deliver to a change in the Borrower and Lender’s circumstances which require a change in the Administrative Agent on most recent form or before the date on which certification previously delivered by it becomes a party to this Agreement (and from time to time thereafter upon the request of the Borrower or the Administrative Agent) ), whichever of the following is applicable:
(A) two properly dxxx completed and duly signed original copies of IRS Internal Revenue Service Form W-8BEN (or any successor forms) Form W-8BEN-E claiming eligibility for the benefits of an income tax treaty to which the United States of America is a party, and such other documentation as required under the Code,
(B) two properly duly completed and duly signed original copies of IRS Form W-8ECI (or any successor forms),
(C) in the case of a Non-U.S. Lender claiming the benefits of the exemption for portfolio interest under Section 871(h) or Section 881(c) of the Code, (A) two properly completed and duly signed certificates (any such certificate, a “United States Tax Compliance Certificate”) and (B) two properly completed and duly signed original copies of IRS Form W-8BEN (or any successor forms),
(D) to the extent a Non-U.S. Lender is not the beneficial owner (for example, where the Non-U.S. Lender is a partnership or a participating Lender), two properly completed and duly signed original copies of IRS Form W-8IMY (or any successor forms) of the Non-U.S. Lender, accompanied by a Internal Revenue Service Form W-8ECI, W-8BEN, United States Tax Compliance Certificate, Form W-9, Form W-8IMY or any other required information (or any successor forms) from each beneficial owner that would be required under this Section 2.16(e) if such beneficial owner were a Lender, as applicable (provided that if the Non-U.S. Lender is a partnership and not a participating Lender, and one or more beneficial owners are claiming the portfolio interest exemption, the United States Tax Compliance Certificate may be provided by such Non-U.S. Lender on behalf of such beneficial owners), or
(E) two properly completed and duly signed original copies of any other form prescribed by applicable U.S. federal income tax laws as a basis for claiming a complete exemption from, or a reduction in, United States federal withholding tax on any payments to such Lender under the Loan Documents.
(3) 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 Code, as applicable), such Lender shall deliver to Borrower and the Administrative Agent 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 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, to determine whether such Lender has or has not complied with such Lender’s obligations under FATCA and, if necessary, to determine the amount to deduct and withhold from such payment. Notwithstanding any other provision of this clause (e), a Lender shall not be required to deliver any documentation that such Lender is not legally eligible to deliver.,
Appears in 1 contract
Samples: Credit Agreement (Cars.com Inc.)
Tax Forms. (a) Each Lender shallthat is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (a “Foreign Lender”) that is entitled to an exemption from or reduction of withholding tax under the Laws of the jurisdiction in which the Borrower is resident for tax purposes, or any treaty to which such jurisdiction is a party, with respect to payments hereunder or under any other Loan Document shall deliver to the Borrower (with a copy to the Administrative Agent), at such the time or times as are prescribed by applicable Laws or reasonably requested by the Borrower or the Administrative Agent, provide the Borrower and the Administrative Agent with any such properly completed and executed documentation prescribed by applicable Laws as will permit such payments to be made without withholding or at a reduced rate of withholding. Notwithstanding the submission of such documentation claiming a reduced rate of or exemption from U.S. withholding tax, the Administrative Agent shall be entitled to withhold United States federal income taxes at the full 30% withholding rate if in its reasonable judgment it is required to do so under the due diligence requirements imposed upon a withholding agent under § 1.1441-7(b) of the United States Income Tax Regulations; provided that the Administrative Agent will provide to the applicable Lender any Requirement withholding copies of Law the US tax forms it files in accordance with regulations under § 1441 of the Code evidencing both the amount of income subject to withholding and the amount of tax withheld and deposited, promptly after the filing of such tax forms. Further, the Administrative Agent is indemnified by the applicable Lender under § 1.1461-1(e) of the United States Income Tax Regulations against any claims and demands of any Lender or assignee or participant of a Lender for the amount of any tax it deducts and withholds in accordance with regulations under § 1441 of the Code. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable Laws or reasonably requested by the Borrower or the Administrative Agent certifying as to any entitlement of such Lender to an exemption from, or reduction in, any withholding Tax with respect to any payments to be made to such Lender under any Loan Document. Each such Lender shall, whenever a lapse in time or change in circumstances renders any such documentation (including any specific documentation required below in this Section 2.16(e)) obsolete, expired, invalid or inaccurate in any respect, deliver promptly to the Borrower and the Administrative Agent updated or other appropriate documentation (including any new documentation reasonably requested by will enable the Borrower or the Administrative AgentAgent to determine whether or not such Lender is subject to backup withholding or information reporting requirements.
(b) or promptly notify the Borrower and the Administrative Agent in writing of its inability to do so. Without limiting the generality of the foregoing:
(1) Each U.S. , in the event that the Borrower is resident for tax purposes in the United States of America, any Foreign Lender shall deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or before prior to the date on which it such Foreign Lender becomes a party to this Agreement two properly completed and duly signed original copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding.
(2) Each Non-U.S. Lender shall deliver to the Borrower and the Administrative Agent on or before the date on which it becomes a party to under this Agreement (and from time to time thereafter upon the request of the Borrower or the Administrative Agent) , but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable:
(Ai) two properly (2) duly completed and duly signed original copies valid originals of IRS Form W-8BEN (or any successor forms) claiming eligibility for the benefits of an income tax treaty to which the United States of America is a party, and such other documentation as required under the Code,
(Bii) two properly (2) duly completed and duly signed original copies valid originals of IRS Form W-8ECI (or any successor forms)W-8ECI,
(Ciii) in the case of a Non-U.S. Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 871(h) or Section section 881(c) of the Code, (x) a certificate to the effect that such Foreign Lender is not (A) two properly completed and duly signed certificates (any such certificate, a “United States Tax Compliance Certificate”bank” within the meaning of section 881(c)(3)(A) and of the Code, (B) a “10 percent shareholder” of the Borrower within the meaning of section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Code and (y) two properly duly completed and duly signed original copies valid originals of IRS Form W-8BEN (or any successor forms),
(D) to the extent a Non-U.S. Lender is not the beneficial owner (for example, where the Non-U.S. Lender is a partnership or a participating Lender), two properly completed and duly signed original copies of IRS Form W-8IMY (or any successor forms) of the Non-U.S. Lender, accompanied by a Form W-8ECI, W-8BEN, United States Tax Compliance Certificate, Form W-9, Form W-8IMY or any other required information (or any successor forms) from each beneficial owner that would be required under this Section 2.16(e) if such beneficial owner were a Lender, as applicable (provided that if the Non-U.S. Lender is a partnership and not a participating Lender, and one or more beneficial owners are claiming the portfolio interest exemption, the United States Tax Compliance Certificate may be provided by such Non-U.S. Lender on behalf of such beneficial owners), or
(Eiv) two properly completed and duly signed original copies of any other form prescribed by applicable U.S. federal income tax laws Laws as a basis for claiming a complete exemption from, from or a reduction in, in United States federal Federal withholding tax on any payments duly completed together with such supplementary documentation as may be prescribed by applicable Laws to such Lender under permit the Loan DocumentsBorrower to determine the withholding or deduction required to be made.
(3c) Any Lender that is a U.S. Person shall submit to the Administrative Agent two (2) originals of an IRS Form W-9 or any other form prescribed by applicable Laws demonstrating that such Lender is not a Foreign Lender.
(d) If a payment made to a Lender under any Loan Document would be subject to U.S. federal Federal withholding tax Tax imposed by FATCA if such Lender were to fail fails to comply with the applicable reporting requirements of FATCA (including those contained in Sections Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at (A) a certification signed by the time chief financial officer, principal accounting officer, treasurer or times prescribed by law controller, 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)(iB) of the Code) and such additional other documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent sufficient for the Administrative Agent and the Borrower to comply with their obligations under FATCA, FATCA and to determine whether that such Lender has or has not complied with such Lender’s obligations under FATCA and, if necessary, to determine the amount to deduct and withhold from such payment. Notwithstanding any other provision of this clause (e), a Lender shall not be required to deliver any documentation that such Lender is not legally eligible to deliverapplicable reporting requirements.
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Tax Forms. Each (i) Any Lender shallthat is entitled to an exemption from or reduction of any applicable withholding Tax with respect to payments hereunder or under any other Loan Document shall deliver to the Borrower (with a copy to the Administrative Agent), at such the time or times as are reasonably requested by the Borrower or the Administrative Agent, provide the Borrower and the Administrative Agent with any such properly completed and executed documentation prescribed by applicable law or as reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding, it being understood that for Israeli Tax purposes, a Lender shall be deemed to have complied with the provisions of this Section 2.18(e)(i) if the Lender has provided an executed declaration regarding its non-Israeli tax residency to the Borrower. In addition, any Requirement of Law Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent certifying as to any entitlement of such Lender to an exemption from, or reduction in, any withholding Tax with respect to any payments to be made to such Lender under any Loan Document. Each such Lender shall, whenever a lapse in time or change in circumstances renders any such documentation (including any specific documentation required below in this Section 2.16(e)) obsolete, expired, invalid or inaccurate in any respect, deliver promptly to the Borrower and the Administrative Agent updated or other appropriate documentation (including any new documentation reasonably requested by will enable the Borrower or the Administrative AgentAgent to determine whether or not such Lender is subject to US backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such forms (other than such forms set forth in Section 2.18(e)(ii)(A)–(D), Section 2.18(e)(iii) or promptly notify Section 2.18(e)(iv) below) shall not be required if in the Borrower and 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 Administrative Agent in writing legal or commercial position of its inability to do so. such Lender.
(ii) Without limiting the generality of the foregoing:
(1, in the event that the Borrower is a United States person under Section 7701(a)(30) Each U.S. of the Code, any Foreign Lender shall 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 before prior to the date on which it such Foreign Lender becomes a party to Lender under this Agreement two properly completed Agreement, and duly signed original copies after the occurrence of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding.
(2) Each Non-U.S. Lender shall deliver to a change in the Borrower and Lender’s circumstances which require a change in the Administrative Agent on most recent form or before the date on which certification previously delivered by it becomes a party to this Agreement (and from time to time thereafter upon the request of the Borrower or the Administrative Agent) ), whichever of the following is applicable:
(A) two properly duly completed and duly signed original copies of IRS Internal Revenue Service Form W-8BEN (or any successor forms) Form W-8BEN-E claiming eligibility for the benefits of an income tax treaty to which the United States of America is a party, and such other documentation as required under the Code,
(B) two properly duly completed and duly signed original copies of IRS Internal Revenue Service Form W-8ECI (or any successor forms)W-8ECI,
(C) in the case of a Non-U.S. Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 871(h) or Section 881(c) of the Code, (x) a certificate substantially in the Form of Exhibit F-1 to the effect that (A) two properly completed and duly signed certificates (any such certificate, Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (B) such Foreign Lender is not a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, (C) such Foreign Lender is not a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code and (D) no payments in connection with any Loan Document are effectively connected with the United States trade or business conducted by such Lender (a “U.S. Tax Compliance Certificate”) and (By) two properly duly completed and duly signed original copies of IRS Internal Revenue Service Form W-8BEN (or any successor forms)Form W-8BEN-E,
(D) to the extent a Non-U.S. Foreign Lender is not the beneficial owner (for example, where the Non-U.S. Foreign Lender is a partnership or participating Lender granting a participating Lendertypical participation), two properly completed and duly signed original copies of IRS an Internal Revenue Service Form W-8IMY (or any successor forms) of the Non-U.S. LenderW-8IMY, accompanied by a Form W-8ECI, W-8BEN, United States W-8BEN-E, a U.S. Tax Compliance CertificateCertificate substantially in the form of Exhibit F-2 or Exhibit F-3, Form W-9, Form W-8IMY or any and/or other required information (or any successor forms) certification documents from each beneficial owner that would be required under this Section 2.16(e) if such beneficial owner were a Lenderowner, as applicable (applicable; provided that if the Non-U.S. Foreign Lender is a partnership (and not a participating Lender, ) and one or more beneficial owners of such Foreign Lender are claiming the portfolio interest exemption, the United States such Foreign Lender may provide a U.S. Tax Compliance Certificate may be provided by such Non-U.S. Lender substantially in the form of Exhibit F-4 on behalf of each such beneficial owners)direct or indirect owner, or
(E) two properly completed and duly signed original copies of any other form prescribed by applicable U.S. federal income tax laws law as a basis for claiming a complete exemption from, from or a reduction in, in United States federal withholding tax on any payments duly completed together with such supplementary documentation as may be prescribed by applicable law to such Lender under permit the Loan DocumentsBorrower or the Administrative Agent to determine the withholding or deduction required to be made, if any.
(3iii) Any Lender that is a United States person under Section 7701(a)(30) of the Code, to the extent it may lawfully do so, shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement, on or prior to the date on which any such form or certification expires or becomes obsolete, and after the occurrence of a change in the Lender’s circumstances which require a change in the most recent form or certification previously delivered by it (and from time to time thereafter upon the request of the Borrower or the Administrative Agent), duly completed copies of Internal Revenue Service Form W-9 (or any successor form) certifying that such Lender is entitled to an exemption from U.S. backup withholding tax.
(iv) If a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding tax Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Sections 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, FATCA and to determine whether that such Lender has or has not complied with such LenderXxxxxx’s obligations under FATCA and, if necessary, or to determine the amount to deduct and withhold from such payment. Notwithstanding any other provision Solely for purposes of this clause (e)paragraph, a “FATCA” shall include any amendments made to FATCA after the Effective Date. Each Lender agrees that if any form or certification it previously delivered by it expires or becomes obsolete or inaccurate in any respect, it shall not be required update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so. Each Lender hereby authorizes the Administrative Agent to deliver to the Loan Parties and to any successor Administrative Agent any documentation that provided by such Lender is not legally eligible Xxxxxx to deliverthe Administrative Agent pursuant to this Section 2.18(e).
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Tax Forms. Each Lender shall(i) 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 Borrower and the Administrative Agent, at such the time or times as are reasonably requested by the Borrower or the Administrative Agent, provide the Borrower and the Administrative Agent with any such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Recipient, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by any Requirement of Law applicable law or reasonably requested by the Borrower or the Administrative Agent certifying as to any entitlement of such Lender to an exemption from, or reduction in, any withholding Tax with respect to any payments to be made to such Lender under any Loan Document. Each such Lender shall, whenever a lapse in time or change in circumstances renders any such documentation (including any specific documentation required below in this Section 2.16(e)) obsolete, expired, invalid or inaccurate in any respect, deliver promptly to the Borrower and the Administrative Agent updated or other appropriate documentation (including any new documentation reasonably requested by will enable the Borrower or the Administrative AgentAgent 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 Section 2.20(f)(ii)(A), -(f)(ii)(B) and -(f)(ii)(F) below) shall not be required if in the applicable Lender’s reasonable judgment such completion, execution or promptly notify submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the Borrower and the Administrative Agent in writing legal or commercial position of its inability to do so. such Lender.
(i) Without limiting the generality of the foregoing:
(1A) Each Any Lender that is a U.S. Lender Person shall deliver to the Borrower and the Administrative Agent Agent, on or before prior to the date on which it such Lender becomes a party to this Agreement two properly completed and duly signed original copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding.
(2) Each Non-U.S. Lender shall deliver to the Borrower and the Administrative Agent on or before the date on which it becomes a party to under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), duly executed originals of IRS Form W-9 certifying, to the extent such Lender is legally entitled to do so, that such Lender is exempt from U.S. federal backup withholding tax.
(B) Any Lender that is a Foreign Person shall, to the extent it is legally entitled to do so, (w) on or prior to the date such Lender becomes a Lender under this Agreement, (x) on or prior to the date on which any such form or certification expires or becomes obsolete, (y) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this subsection, and (z) from time to time upon the reasonable request by the Borrower or the Administrative Agent, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the Borrower or the Administrative Agent), whichever of the following is applicable:
(A1) two properly completed and duly signed original copies of IRS Form W-8BEN (or any successor forms) if such Xxxxxx is 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, and such other documentation as required under the Code,
(B) two properly completed and duly signed original copies executed originals of IRS Form W-8ECI (W-8BEN or W-8BEN-E, or any successor forms),form thereto, 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, duly executed originals of IRS Form W‑8BEN or W-8BEN-E, or any successor form thereto, 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;
(C2) xxxx executed originals of IRS Form W-8ECI, or any successor form thereto, certifying that the payments received by such Lender are effectively connected with such Xxxxxx’s conduct of a trade or business in the case of a Non-U.S. United States;
(3) if such Lender is claiming the benefits of the exemption for portfolio interest under Section 871(h) or Section 881(c) of the Code, duly executed originals of IRS Form W-8BEN or W-8BEN-E, or any successor form thereto, together with a certificate (A) two properly completed and duly signed certificates (any such certificate, a “United States U.S. Tax Compliance Certificate”) upon which such Lender certifies that (1) such Lender is not a bank for purposes of Section 881(c)(3)(A) of the Code, or the obligation of the Borrower hereunder is not, with respect to such Lender, a loan agreement entered into in the ordinary course of its trade or business, within the meaning of that Section, (2) such Lender is not a 10% shareholder of the Borrower within the meaning of Section 871(h)(3) or Section 881(c)(3)(B) of the Code, (3) such Lender is not a controlled foreign corporation that is related to the Borrower within the meaning of Section 881(c)(3)(C) of the Code, and (B4) two properly completed and duly signed original copies of IRS Form W-8BEN (the interest payments in question are not effectively connected with a U.S. trade or any successor forms),business conducted by such Lender; or
(D4) to the extent a Non-U.S. if such Lender is not the beneficial owner (for example, where the Non-U.S. Lender is a partnership or a participating LenderLender granting a typical participation), two properly completed and duly signed original copies executed originals of IRS Form W-8IMY (W-8IMY, or any successor forms) of the Non-U.S. Lenderform thereto, accompanied by a IRS Form W-9, IRS Form W-8ECI, IRS Form W-8BEN or W-8BEN-E, United States a U.S. Tax Compliance Certificate, Form W-9, Form W-8IMY or any and/or other required information (or any successor forms) certification documents from each beneficial owner that would be required under this Section 2.16(e) if such beneficial owner were a Lenderowner, as applicable (applicable; provided that if the Non-U.S. Foreign Lender is a partnership and not a participating Lender, and one or more beneficial owners direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, the United States such Foreign Lender may provide a U.S. Tax Compliance Certificate may be provided by such Non-U.S. Lender on behalf of such beneficial ownersdirect or indirect partner.
(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
(E) two properly completed and duly signed original executed copies of any other form prescribed by applicable U.S. federal income tax laws law as a basis for claiming a complete exemption from, from or a reduction in, United States in U.S. federal withholding tax on any payments Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to such Lender under permit the Loan DocumentsBorrower or the Administrative Agent to determine the withholding or deduction required to be made.
(3D) If the Administrative Agent is a U.S. Person, it shall deliver to the Borrower on or prior to the date on which it becomes the Administrative Agent under this Agreement with two duly completed copies of Internal Revenue Service Form W-9. If the Administrative Agent is not a “United States person” (as defined in Section 7701(a)(30) of the Code), it shall provide to the Borrower on or prior to the date on which it becomes the Administrative Agent under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower):
(1) two executed copies of IRS Form W-8ECI with respect to any amounts payable to the Administrative Agent for its own account; and
(2) two executed copies of IRS Form W-8IMY with respect to any amounts payable to the Administrative Agent for the account of others, certifying that it is a “U.S. branch” and that the payments it receives for the account of others are not effectively connected with the conduct of its trade or business within the United States and that it is using such form as evidence of its agreement with the Borrower to be treated as a U.S. person with respect to such payments (and the Borrower and the Administrative Agent agree to so treat the Administrative Agent as a U.S. person with respect to such payments as contemplated by Section 1.1441-1(b)(2)(iv) of the United States Treasury Regulations).
(E) Each Lender and the Administrative Agent agree that if any form or certification it previously delivered under this Section expires or becomes obsolete or inaccurate in any respect and such Lender or the Administrative Agent is not legally entitled to provide an updated form or certification, it shall promptly notify the Borrower and the Administrative Agent (in the case of a Lender) of its inability to update such form or certification.
(F) If a payment made to a Lender or the Administrative Agent or any other Recipient under any Loan Document would be subject to U.S. federal withholding tax imposed by FATCA if such Lender or the Administrative Agent or Recipient were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Sections Section 1471(b) or 1472(b) of the Code, as applicable), such Lender or the Administrative Agent or Recipient shall deliver to the Borrower and the Administrative Agent (in the case of a Lender) at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent (in the case of a Lender) 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 (in the case of a Lender) as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA, FATCA and to determine whether that such Lender or the Administrative Agent or Recipient has or has not complied with such LenderLender or the Administrative Agent’s or other Recipient’s obligations under FATCA and, if necessary, or to determine the amount to deduct and withhold from such payment. Notwithstanding any other provision Solely for the purposes of this clause (eF), a Lender “FATCA” shall not be required include any amendments made to deliver any documentation that such Lender is not legally eligible to deliverFATCA after the date of this Agreement.
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