Withholding Tax. Any Lender that is entitled to an exemption from or reduction of withholding tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Agent, at the time or times reasonably requested by the Borrower or the Agent, such properly completed and executed documentation reasonably requested by the Borrower or the 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 Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Agent that will enable the Borrower or the Agent to determine whether such Lender is subject to backup withholding or information reporting requirements. On or before the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Agent), the Lender shall deliver to Borrowers and Agent two duly completed copies of IRS Form W-9, W-8BEN, W-8BEN-E, W-8IMY or W-8ECI, as applicable (or any subsequent replacement or substitute form therefor), together with any attachments or exhibits required by such forms, certifying that such Lender can receive payment of Obligations without deduction or withholding of any United States federal income taxes. Each Lender and Agent agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrowers and Agent in writing of its legal inability to do so. During any period that a Lender does not or is unable to establish that it can receive payments without deduction or withholding of such taxes, other than by a change in treaty or law that occurs after it becomes a Lender, Agent may withhold taxes from payments to such Lender at the applicable statutory and treaty rates, and Borrowers shall not be required to pay any additional amounts under this [Section 12.9] or [Section 2.11] as a result of such withholding.
Withholding Tax.(i) Any Lender that is entitled to an exemption from or reduction of withholding taxTax with respect to payments made under any Loan Document shall deliver to the Borrower and the Agent, at the time or times reasonably requested by the Borrower or the Agent, such properly completed and executed documentation reasonably requested by the Borrower or the 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 Agent, shall deliver such other documentation prescribed by applicable lawApplicable Law or reasonably requested by the Borrower or the Agent thatas will enable the Borrower or the Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. On or beforeNotwithstanding anything to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter uponcontrary in the reasonable request ofpreceding two sentences, the Borrower or the Agent), the Lender shall deliver to Borrowerscompletion, execution and Agent two duly completed copies of IRS Form W-9, W-8BEN, W-8BEN-E, W-8IMY or W-8ECI, as applicable (or any subsequent replacement or substitute form therefor), together with any attachments or exhibits required by such forms, certifying that such Lender can receive payment of Obligations without deduction or withholding of any United States federal income taxes. Each Lender and Agent agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrowers and Agent in writing of its legal inability to do so. During any period that a Lender does not or is unable to establish that it can receive payments without deduction or withholdingsubmission of such taxes, otherdocumentation (other than by a changesuch documentation set forth in treaty or law that occurs after it becomes a Lender, Agent may withhold taxes from payments to such Lender at the applicable statutoryimmediately following clauses (ii)(A), (ii)(B) and treaty rates, and Borrowers(ii)(D)) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to pay any additional amounts under this [Section 12.9]material unreimbursed cost or [Section 2.11] as a resultexpense or would materially prejudice the legal or commercial position of such withholding.Lender.
Withholding Tax. Any Lender that is entitled to an exemption from or reduction of withholding taxTax with respect to payments made under any Loan Documentthis Agreement shall deliver to the Borrower and the Agent, at the time or times reasonably requested by the Borrower or the Agent, such properly completed and executed documentation reasonably requested by the Borrower or the 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 Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Agent thatas will enable the Borrower or the Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. On or beforeNotwithstanding anything to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter uponcontrary in the reasonable request ofpreceding two sentences, the Borrower or the Agent), the Lender shall deliver to Borrowerscompletion, execution and Agent two duly completed copies of IRS Form W-9, W-8BEN, W-8BEN-E, W-8IMY or W-8ECI, as applicable (or any subsequent replacement or substitute form therefor), together with any attachments or exhibits required by such forms, certifying that such Lender can receive payment of Obligations without deduction or withholding of any United States federal income taxes. Each Lender and Agent agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrowers and Agent in writing of its legal inability to do so. During any period that a Lender does not or is unable to establish that it can receive payments without deduction or withholdingsubmission of such taxes, otherdocumentation (other than by a changesuch documentation set forth in treaty or law that occurs after it becomes a Lender, Agent may withhold taxes from payments to such Lender at the applicable statutory[[Section 3.5(f)(ii)(A), (ii)(B) and treaty rates, and Borrowers(ii)(D)])])]])])] below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to pay any additional amounts under this [Section 12.9]material unreimbursed cost or [Section 2.11] as a resultexpense or would materially prejudice the legal or commercial position of such withholding.Lender.
Withholding Tax. AnyIf a Lender that is entitled toclaims an exemption from or reduction of withholding tax with respect to payments made under any Loan DocumentTax in a jurisdiction other than the United States, such Lender shall deliver to the BorrowerBorrowers and Agent any such form or forms, as may be required under the Agent, at the timelaws of such jurisdiction as a condition to exemption from, or times reasonably requested by the Borrower or the Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Agent as will permit such payments to be made withoutreduction of, foreign withholding or at a reduced rate of withholding. In addition, any Lender,backup withholding Tax before receiving its first payment under this Agreement, but only if reasonably requested by the Borrower or the Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Agent that will enable the Borrower or the Agent to determine whether such Lender is subjectlegally able to backup withholding or information reporting requirements. On or before the date on whichdeliver such Lender becomesforms, provided, that nothing in this [Section 16.2(c)] shall require a Lender under this Agreement (and from time to time thereafterdisclose any information that it deems to be confidential (including without limitation, its tax returns). Each Lender shall provide new forms (or successor forms) upon the reasonable request of the Borrowerexpiration, obsolescence or the Agent), the Lender shall deliver to Borrowers and Agent two duly completed copies of IRS Form W-9, W-8BEN, W-8BEN-E, W-8IMY or W-8ECI, as applicable (or any subsequent replacement or substitute form therefor), together with any attachments or exhibits required by such forms, certifying that such Lender can receive payment of Obligations without deduction or withholdinginaccuracy of any United States federal income taxes. Each Lender and Agent agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification orforms and to promptly notify the Borrowers and Agent in writing of its legal inability to do so. During any period that a Lender does not or is unable to establish that it can receive payments without deduction or withholding of such taxes, other than by a change in treatycircumstances which would modify or law that occurs after it becomes a Lender, Agent may withhold taxes from payments to such Lender at the applicable statutory and treaty rates, and Borrowers shall not be required to payrender invalid any additional amounts under this [Section 12.9]claimed exemption or [Section 2.11] as a result of such withholding.reduction.
Withholding Tax.Status of Lenders. (i) Any Lender that is entitled to an exemption from or reduction of withholding taxTax with respect to payments made under any Loan Document shall deliver to the Borrower and the Agent,Administrative Agent (as applicable), at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent thatas will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. On or before the date on which such Lender becomesNotwithstanding any other provision of this Section, a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Agent), the Lender shall deliver to Borrowers and Agent two duly completed copies of IRS Form W-9, W-8BEN, W-8BEN-E, W-8IMY or W-8ECI, as applicable (or any subsequent replacement or substitute form therefor), together with any attachments or exhibits required by such forms, certifying that such Lender can receive payment of Obligations without deduction or withholding of any United States federal income taxes. Each Lender and Agent agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrowers and Agent in writing of its legal inability to do so. During any period that a Lender does not or is unable to establish that it can receive payments without deduction or withholding of such taxes, other than by a change in treaty or law that occurs after it becomes a Lender, Agent may withhold taxes from payments to such Lender at the applicable statutory and treaty rates, and Borrowers shall not be required to paydeliver any additional amounts underform pursuant to this [Section 12.9] or [Section 2.11] as a result ofSection that such withholding.Lender is not legally able to deliver.
Withholding Tax. AnyEach Lender that is entitled to an exemption from or reduction of withholding taxTax with respectrespects to paymentspayment made under any Loan Document shall deliver toshall, at such times as are reasonably requested by a Borrower or the Administrative Agent, provide such Borrower and the Agent, at the timeAdministrative Agent with any documentation prescribed by Law or times reasonably requested by thesuch Borrower or the Agent,Administrative Agent certifying as to any entitlement of such properly completed and executed documentation reasonably requested by the BorrowerLender to an exemption from, or the Agent as will permit suchreduction in, withholding Tax with respect to any 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 Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Agent that will enable the Borrower or the Agent to determine whether such Lender is subject to backup withholding or information reporting requirements. On or before the date on whichunder any Loan Document. Each such Lender becomesshall, whenever a Lender under this Agreement (and fromlapse in time to time thereafter upon the reasonable request of the Borrower or the Agent), the Lender shall deliver to Borrowers and Agent two duly completed copies of IRS Form W-9, W-8BEN, W-8BEN-E, W-8IMY or W-8ECI, as applicable (orchange in circumstances renders any subsequent replacement or substitute form therefor), together with any attachments or exhibits required by such forms, certifying that such Lender can receive payment of Obligations without deduction or withholding of any United States federal income taxes. Each Lender and Agent agrees that if any form or certification it previously delivered expires or becomesdocumentation expired, obsolete or inaccurate in any material respect, it shall updatedeliver promptly to such formBorrower and the Administrative Agent updated or certificationother appropriate documentation (including any new documentation reasonably requested by such Borrower or the Administrative Agent) or promptly notify such Borrower and the Borrowers andAdministrative Agent in writing of its legal inabilityineligibility to do so. DuringUnless the applicable Withholding Agent has received forms or other documents satisfactory to it indicating that payments under any period thatLoan Document to or for a Lender doesare not subject to withholding Tax or is unableare subject to establish that it can receive payments without deductionsuch Tax at a rate reduced by an applicable tax treaty, the Borrowers, the Administrative Agent or withholding of such taxes, other than by a change in treaty or law that occurs after it becomes a Lender,applicable Withholding Agent may withhold taxesamounts required to be withheld by applicable Law from payments to such Lenderpayments at the applicable statutory and treaty rates, and Borrowersrate. Notwithstanding any other provision of this [clause (d)], a Lender shall not be required to paydeliver any additional amounts underform pursuant to this [Section 12.9][clause (d)] (other than such documentation set forth in paragraphs [(A), (B) and (D)])])] of this [clause (d)]) if in such Lender’s reasonable judgment, the completion, execution or [Section 2.11] as a resultsubmission of such withholding.form would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. Without limiting the foregoing:
Withholding Tax. Any Lender that is entitled to an exemption from or reduction of withholding tax with respect to payments made under any Loan Documentthis Agreement shall deliver to the Borrower and the Administrative Agent, at the time or times prescribed by Applicable Law or reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requestedprescribed by the Borrower or the AgentApplicable Law as will permit such payments to be made without withholding or at a reduced rate of withholding.rate. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable lawApplicable Law or reasonably requested by the Borrower or the Administrative Agent thatas will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. OnWithout limiting the generality of the foregoing, # each Lender (or assignee or beforeParticipant) that is a “United States person” as defined in Section 7701(a)(30) of the date onCode shall deliver to the and the Administrative Agent (or, in the case of a Participant, to the Lender from which the related participation shall have been purchased) a copy of IRS Form W-9 certifying that such Lender becomes(or assignee or Participant) is exempt from U.S. federal backup withholding tax, # each Lender (or assignee or Participant) that is not a “United States person” as defined in Section 7701(a)(30) of the Code (a “Non-U.S. Lender”) shall deliver to the and the Administrative Agent (or, in the case of a Participant, to the Lender from which the related participation shall have been purchased) a copy of IRS Form W-8BEN or W-8BEN-E, Form W-8ECI or Form W- (together with any applicable underlying IRS forms), and, in the case of a Non-U.S. Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, a certificate substantially in the form of [Exhibit C-11]1]], C-2, C-3 or C-4, as applicable, or any subsequent versions thereof or successors thereto, properly completed and duly executed by such Non-U.S. Lender claiming complete exemption from, or a reduced rate of, U.S. federal withholding tax on payments under this Agreement, and # if a payment made to a Lender under this Agreement (andwould be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable documentation or reporting requirements of FATCA (including those required pursuant to Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the and the Administrative Agent, at the time or times prescribed by law and at such time or times reasonably requested by the 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 or the Administrative Agent as may be necessary for the and the Administrative Agent to comply with its obligations under FATCA, to determine that such Lender has or has not complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment (and, solely for purposes of this [Section 2.13(e)(iii)], “FATCA” shall include any amendments made to FATCA after the date of this Agreement). Such forms and documentation shall be delivered by each Lender on or before the date it becomes a party to this Agreement (or, in the case of any Participant, on or before the date such Participant purchases the related participation) and from time to time thereafter upon the reasonable request of the Borrower or the Agent), theAdministrative Agent. In addition, each Lender shall deliver to Borrowerssuch forms and Agent two duly completed copiesdocumentation promptly upon the expiration, obsolescence or invalidity of IRS Form W-9, W-8BEN, W-8BEN-E, W-8IMY or W-8ECI, as applicable (or any subsequent replacement or substitute form therefor), together with any attachments or exhibits required by such forms, certifying that such Lender can receive payment of Obligations without deduction or withholding of any United States federal income taxes. Each Lender and Agent agrees that if any form or certification itdocumentation previously delivered expires or becomes obsolete or inaccurate in any respect, itby such Lender. Each Lender shall update such form or certification or promptly notify the Borrowers and the Administrative Agent in writing of its legal inability to do so. Duringat any period that a Lender does not or is unable to establishtime it determines that it can receive payments without deductionis no longer in a position to provide any previously delivered certificate to the or withholdingthe Administrative Agent (or any other form of certification adopted by the U.S. taxing authorities for such taxes,purpose). Notwithstanding any other than byprovision of this Section, a change in treaty or law that occurs after it becomes a Lender, Agent may withhold taxes from payments to such Lender at the applicable statutory and treaty rates, and Borrowers shall not be required to paydeliver any additional amounts underform and documentation pursuant to this [Section 12.9] or [Section 2.11] as a result ofSection that such withholding.Lender is not legally able to deliver.
Withholding Tax.(i) Any Lender that is entitled to an exemption from or reduction of withholding taxTax under the law of the jurisdiction in which a Borrower is located, or any treaty to which such jurisdiction is a party, with respect to any payments made under this Agreement or any other Loan Document shall deliver to the Borrower andCompany (and the Agent,Administrative Agent), at the time or times prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholdingwithout, or at a reduced rate ofof, withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent thatas will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. OnNotwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth below in this paragraph (f)) shall not be required if in the Lender’s judgment such completion, execution or before the date on whichsubmission would subject such Lender becomes a Lender under this Agreement (and from time to time thereafter uponany material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. Upon the reasonable request of the Borrower or the Agent), theAdministrative Agent, any Lender shall deliver to Borrowers and Agent two duly completed copies of IRS Form W-9, W-8BEN, W-8BEN-E, W-8IMY or W-8ECI, as applicable (or any subsequent replacement or substitute form therefor), together with any attachments or exhibits required by such forms, certifying that such Lender can receive payment of Obligations without deduction or withholding of any United States federal income taxes. Each Lender and Agent agrees that ifupdate any form or certification it previously delivered pursuant to this Section. If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect, itrespect with respect to a Lender, such Lender shall updatepromptly (and in any event within 10 days after such formexpiration, obsolescence or certification or promptlyinaccuracy) notify such Borrower and the Borrowers andAdministrative Agent in writing of its legal inabilitysuch expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so. During any period thatIf a payment made to a Lender does not or is unableunder any Loan Document would be subject to establish that it can receive payments without deduction orU.S. Federal withholding of such taxes, other thanTax imposed by a change in treaty or law that occurs after it becomes a Lender, Agent may withhold taxes from payments toFATCA if such Lender fails to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Withholding Agent, at the time or times prescribed by law and at such time or times reasonably requested by the Withholding Agent, such documentation prescribed by applicable statutorylaw (including as prescribed by [Section 1471(b)(3)(C)(i)] of the Code) and treaty rates,such additional documentation reasonably requested by the Withholding Agent as may be necessary for the Withholding Agent to comply with its obligations under FATCA to determine the amount to deduct and Borrowers shall not be requiredwithhold from such payment or to pay any additional amounts under this [Section 12.9] or [Section 2.11] as a resultdetermine that such Lender has complied with applicable reporting and other requirements of such withholding.FATCA.
Withholding Tax. AnyDocumentation If a Borrower is resident for tax purposes in the United States, any Lender that is entitled to an exemption from or reductiona “United States person” within the meaning of withholding tax with respect to payments made under any Loan Documentsection 7701(a)(30) of the Code shall deliver to Agent and Borrower Agent, on the Borrower andClosing Date or on or prior to the Agent, at the timedate such Person becomes a Lender, IRS Form W-9 or times reasonably requested by the Borrower or the Agent, such properly completed and executed documentation reasonably requested by the Borrower or the 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 Agent, shall deliver such other documentation or information prescribed by applicable lawApplicable Law or reasonably requested by theAgent or Borrower or the Agent that will enable the Borrower or the Agent to determine whether such Lender is subject to backup withholding or information reporting requirements. Onrequirements If any Foreign Lender is entitled to any exemption from or beforereduction of withholding tax for payments with respect to the Obligations, it shall deliver to Agent and Borrower Agent, on or prior to the date on which such Lenderit becomes a Lender under this Agreementhereunder (and from time to time thereafter upon request by Agent or Borrower Agent, but only if such Foreign Lender is legally entitled to do so), # IRS Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the reasonable requestUnited States is a party; # IRS Form W-8ECI; # IRS Form W-8IMY and all required supporting documentation; # in the case of a Foreign Lender claiming the benefits of the Borrower orexemption for portfolio interest under section 881(c) of the Agent), the Lender shall deliver to Borrowers and Agent two duly completed copies ofCode, IRS Form W-9, W-8BEN, W-8BEN-E, W-8IMY8BEN and a certificate showing such Foreign Lender is not # a “bank” within the meaning of [section 881(c)(3)(A)] of the Code, # a “10 percent shareholder” of any Borrower within the meaning of [section 881(c)(3)(B)] of the Code, or W-8ECI,# a “controlled foreign corporation” described in [section 881(c)(3)(C)] of the Code; or # any other form prescribed by Applicable Law as applicable (or any subsequent replacementa basis for claiming exemption from or substitute form therefor),a reduction in withholding tax, together with any attachments or exhibits required by such forms, certifying that such Lender can receive payment of Obligations without deduction or withholding of any United States federal income taxes. Each Lender andsupplementary documentation necessary to allow Agent agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrowers and Agent in writing of its legal inability to do so. During any period that a Lender does not or is unable to establish that it can receive payments without deduction or withholding of such taxes, other than by a change in treaty or law that occurs after it becomes a Lender, Agent may withhold taxes from payments to such Lender at the applicable statutory and treaty rates, and Borrowers shall not beto determine the withholding or deduction required to pay any additional amounts under this [Section 12.9] or [Section 2.11] as a result of such withholding.be made.
Withholding Tax. AnyEach Lender that is entitled to an exemption from or reduction of withholding tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Agent,shall, at the time orsuch times as are reasonably requested by the Borrower or the Administrative Agent, provide the Borrower and the Administrative Agent with any documentation prescribed by Law certifying as to any entitlement of such properly completedLender to an exemption from, or reduction in, withholding Tax with respect to any payments to be made to such Lender under the Loan Documents. Each such Lender shall, whenever a lapse in time or change in circumstances renders such documentation obsolete or inaccurate in any material respect, deliver promptly to the Borrower and executedthe Administrative Agent updated or other appropriate documentation (including any new documentation reasonably requested by the Borrower or the Agent as will permit such payments to be made withoutapplicable withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Agent that will enable the Borrower or the Agent to determine whether such Lender is subject to backup withholding or information reporting requirements. On or before the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Agent), the Lender shall deliver to Borrowers and Agent two duly completed copies of IRS Form W-9, W-8BEN, W-8BEN-E, W-8IMY or W-8ECI, as applicable (or any subsequent replacement or substitute form therefor), together with any attachments or exhibits required by such forms, certifying that such Lender can receive payment of Obligations without deduction or withholding of any United States federal income taxes. Each Lender and Agent agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certificationagent) or promptly notify the BorrowersBorrower and the Administrative Agent in writing of its legal inability to do so. DuringUnless the applicable withholding agent has received forms or other documents satisfactory to it indicating that payments under any period thatLoan Document to or for a Lender doesare not subject to withholding Tax or is unable to establish that it can receive payments without deduction or withholding of such taxes, other than by a change in treaty or law that occurs after it becomes a Lender, Agent may withhold taxes from paymentsare subject to such LenderTax at a rate reduced by an applicable tax treaty, the Borrower, the Administrative Agent or other applicable withholding agent shall withhold amounts required to be withheld by applicable Law from such payments at the applicable statutory and treaty rates, and Borrowersrate. Notwithstanding any other provision of this [clause (d)], a Lender shall not be required to paycomplete, execute or submit any additional amounts underform or other documentation pursuant to this [Section 12.9][clause (d)] that such Lender is not legally able to deliver or [Section 2.11] as a resultif in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such withholding.Lender. Without limiting the foregoing:
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