Common use of Borrower Withholding Clause in Contracts

Borrower Withholding. If by reason of a change in any applicable laws occurring after the date hereof, or, as to an Eligible Assignee acquiring an interest in the Loans after the date hereof, after such Eligible Assignee purchases such interest in the Loan, Borrower is required by law to make any deduction or withholding in respect of any taxes (other than taxes imposed on or measured by the net income of any Lender or any franchise tax imposed on any Lender), duties or other charges from any payment due under the Note to the maximum extent permitted by law, to the extent that such Lender imposes such requirement generally with respect to similarly situated Borrower, the sum due from Borrower in respect of such payment shall be increased to the extent necessary to ensure that, after the making of such deduction or withholding, each Lender receives and retains a net sum equal to the sum which it would have received had no such deduction or withholding been required to be made. So long as no Event of Default has occurred and is continuing, upon written demand of Borrower, the Borrower may with thirty (30) days written notice to the Agent, require any such Lender requiring the Borrower to make such deductions or withholdings as set forth in this Section 2.10 to sell and assign its entire interest in the Loans pursuant to Section 13.22 hereof to any Eligible Assignee identified by the Borrower in its demand and reasonably approved by the Agent, upon payment by such Eligible Assignee of the entire par amount of such Lender's interest in the Loan, plus any amounts required to be paid hereunder and any applicable Breakage Costs.

Borrower Withholding. (a) If by reason of a change in any applicable laws Laws occurring after the date hereof, or, as to an Eligible Assignee acquiring an interest in the Loans after the date hereof, after such Eligible Assignee purchases such interest in the Loan, Borrower is required by law Law to make any deduction or withholding in respect of any taxes (other than taxes imposed on or measured by the net income of any or receipts of a Lender or any franchise tax imposed on any a Lender), duties or other charges from any payment due under the any Note (all such nonexcluded taxes, duties and charges being hereinafter referred to the maximum extent permitted by law, to the extent that such Lender imposes such requirement generally with respect to similarly situated Borroweras “Taxes”), the sum due from Borrower in respect of such payment shall be increased to the extent necessary to ensure that, after the making of such deduction or withholding, each Lender receives and retains a net sum equal to the sum which it would have received had no such deduction or withholding been required to be made; provided, however, that if Borrower’s obligation to deduct or withhold taxes is caused solely by such Lender’s, or Administrative Agent’s failure to provide the forms described in Section 9.4(d) and such Lender or Administrative Agent could have provided such forms or if such Lender or Administrative Agent (as the case may be) fails to comply with Section 9.4(f), no such increase shall be required; (ii) Borrower shall make such deductions; and (iii) Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable Laws. (b) Borrower will indemnify Administrative Agent and each Lender for the full amount of Taxes (including, without limitation, any Taxes imposed by any Governmental Authority on amounts payable under this Section 9.4) paid by such Administrative Agent or Lender (as the case may be) and any liability (including interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally asserted. So long as no Event Each payment required to be made by Borrower in respect of Default has occurred and is continuing, upon written demand this indemnification shall be made to Administrative Agent for the benefit of Borrower, the Borrower may with any party claiming such indemnification within thirty (30) days from the date Borrower receives written notice demand detailing the calculation of such amounts therefore from Administrative Agent on behalf of itself as Administrative Agent or any such Lender. If any Lender or Administrative Agent receives a refund, offset, credit or deduction in respect of any Taxes paid by Borrower under this paragraph (b), such Lender or Administrative Agent, as the case may be, shall promptly pay to Borrower Borrower’s share of such refund, offset, credit or deduction, received by or credited to the Lender or Administrative Agent, require as the case may be, (reduced by any Taxes imposed on the Lender or Administrative Agent, as the case may be, by reason of the receipt, accrual or payment of such refund, offset, credit or deduction). (c) Borrower will pay prior to delinquency all Taxes payable in respect of any payment. Within thirty (30) days after the date of any payment of Taxes, Borrower will furnish to Administrative Agent the original or a certified copy of a receipt evidencing payment of such Taxes. (d) Each Lender that is not incorporated under the laws of the United States of America or a state thereof agrees that it will deliver to Borrower and Administrative Agent on the date of this Agreement or upon the effectiveness of any Assignment and Acceptance two duly completed copies of the Prescribed Forms, as the case may be, certifying in each case that such Lender is entitled to receive payments under this Agreement and the Notes payable to it, without deduction or withholding of any United States federal income taxes. Each Lender which delivers to Borrower and Administrative Agent a Prescribed Form further undertakes to deliver to Borrower and Administrative Agent on or before the date that any such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it to Borrower and Administrative Agent two further copies of a replacement Prescribed Form. If an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any delivery required by the preceding sentence would otherwise be required which renders all such forms inapplicable or which would prevent any Lender requiring from duly completing and delivering any such letter or form with respect to it and such Lender advises Borrower and Administrative Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax, and in the case of a Prescribed Form establishing an exemption from, or a reduced rate of, United States backup withholding tax, such Lender shall not be required to deliver such forms. Borrower shall withhold tax at the rate and in the manner required by the laws of the United States with respect to make such deductions or withholdings as set forth payments made to a Lender failing to timely provide the Prescribed Forms. (e) Nothing in this Section 2.10 9.4 shall require any Lender or Administrative Agent to sell and assign make available any of its entire interest tax returns (or any other information that it deems to be confidential or proprietary, in the Loans its sole discretion). (f) If any Lender claims any additional amounts payable pursuant to this Section 13.22 hereof 9.4, then such Lender shall use its reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to change the jurisdiction of its Applicable Lending Office if the making of such a change would avoid the need for, or reduce the amount of, any Eligible Assignee identified such additional amounts that would be payable or may thereafter accrue and would not be otherwise disadvantageous to such Lender. (g) If any Governmental Authority asserts that 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, that Lender shall indemnify Administrative Agent therefore, including all penalties and interest, any taxes imposed by any jurisdiction on the Borrower in its demand amounts payable to Administrative Agent under this Section, and reasonably approved by the costs and expenses (including attorney fees) of Administrative Agent, upon payment by such Eligible Assignee . The obligation of the entire par amount Lenders under this Section shall survive the termination of such Lender's interest in the LoanCommitments, plus any amounts required to be paid hereunder repayment of all Indebtedness and any applicable Breakage Coststhe resignation of Administrative Agent.

Borrower Withholding. If by reason of a change in any applicable laws occurring after the date hereof, or, as to an Eligible Assignee acquiring an interest in the Loans Loan after the date hereof, after such Eligible Assignee purchases such interest in the Loan, Borrower is required by law to make any deduction or withholding in respect of any taxes (other than taxes imposed on or measured by the net income of any Lender or any franchise tax imposed on any Lender), duties or other charges from any payment due under the Note to the maximum extent permitted by law, to the extent that such Lender imposes such requirement generally with respect to similarly situated Borrowerborrowers, the sum due from Borrower in respect of such payment shall be increased to the extent necessary to ensure that, after the making of such deduction or withholding, each Lender receives and retains a net sum equal to the sum which it would have received had no such deduction or withholding been required to be made. So long as no Event of Default has occurred and is continuing, upon written demand of Borrower, the Borrower may with thirty (30) days written notice to the Agent, require any such Lender requiring the Borrower to make such deductions or withholdings as set forth in this Section 2.10 to sell and assign its entire interest in the Loans Loan pursuant to Section 13.22 hereof to any Eligible Assignee identified by the Borrower in its demand and reasonably approved by the Agent, upon payment by such Eligible Assignee of the entire par amount of such Lender's ’s interest in the Loan, plus any amounts required to be paid hereunder and any applicable Breakage Costs.

Borrower Withholding. If by reason of a change in any applicable laws Laws occurring after the date hereof, or, as to an Eligible Assignee acquiring an interest in the Loans after the date hereof, after such Eligible Assignee purchases such interest in the Loan, Borrower is required by law Law to make any deduction or withholding in respect of any taxes (other than taxes imposed on or measured by the net income of any Lender or any franchise tax imposed on any Lender), duties or other charges from any payment due under the Note to the maximum extent permitted by law, to the extent that such Lender imposes such requirement generally with respect to similarly situated BorrowerNotes, the sum due from Borrower in respect of such payment shall be increased to the extent necessary to ensure that, after the making of such deduction or withholding, each such Lender receives and retains a net sum equal to the sum which it would have received had no such deduction or withholding been required to be made. So long If any Lender fails to deliver a Form W-8 BEN or Form W-8 ECI as no Event required under Section 21.5(c) hereof and such failure is not due to a change in Law, regulation or governmental directive, Lenders and Borrower agree that Lenders and each Lender individually shall not be in default hereunder or under any of Default has occurred the other Loan Documents and that the sole result of such failure shall be that the preceding sentence shall not apply to any payment hereunder with respect to which Borrower is continuing, upon written demand of Borrower, the Borrower may with thirty (30) days written notice to the Agent, require any such Lender requiring the Borrower required by Law to make any deduction or withholding in respect of any taxes, duties or charges (i.e., until Borrower receives such deductions Form W-8 BEN or withholdings as set forth in this Section 2.10 Form W-8 ECI, Borrower shall not be required to sell and assign its entire interest in increase the Loans pursuant to Section 13.22 hereof to any Eligible Assignee identified by the Borrower in its demand and reasonably approved by the Agent, upon payment by such Eligible Assignee of the entire par amount of such Lender's interest payment as provided above in order to compensate such Lender or Lenders for such deduction or withholding). Borrower shall not be relieved of its obligation to increase the Loanamount of such payment as provided above in order to compensate such Lender or Lenders for such deduction or withholding if the failure by such Lender or Lenders to deliver a Form W-8 BEN or Form W-8 ECI is due to a change in Law, plus regulation or governmental directive. Borrower shall promptly deliver to Agent receipts, certificates or other proof evidencing the amounts (if any) paid or payable in respect of any amounts required to be paid hereunder and any applicable Breakage Costssuch deduction or withholding.

Borrower Withholding. If by reason of a change in any applicable laws occurring after the date hereof, or, as to an Eligible Assignee acquiring an interest in the Loans after the date hereof, after such Eligible Assignee purchases such interest in the Loan, Borrower is required by law to make any deduction or withholding in respect of any taxes (other than taxes imposed on or measured by the net income of any Lender or any franchise tax imposed on any Lender), duties or other charges from any payment due under the Note to the maximum extent permitted by law, to the extent that such Lender imposes such requirement generally with respect to similarly situated Borrower, the sum due from Borrower in respect of such payment shall be increased to the extent necessary to ensure that, after the making of such deduction or withholding, each Lender receives and retains a net sum equal to the sum which it would have received had no such deduction or withholding been required to be made. So long as no Event of Default has occurred and is continuing, upon written demand of Borrower, the Borrower may with thirty (30) days written notice to the Agent, require any such Lender requiring the Borrower to make such deductions or withholdings as set forth in this Section 2.10 to sell and assign its entire interest in the Loans pursuant to Section 13.22 hereof to any Eligible Assignee identified by the Borrower in its demand and reasonably approved by the Agent, upon payment by such Eligible Assignee of the entire par amount of such Lender's ’s interest in the Loan, plus any amounts required to be paid hereunder and any applicable Breakage Costs.