Covered Taxes. The Partnership agrees that, whether or not funds are paid under the Guaranty Insurance Policy or the Debt Service Reserve Insurance Guarantee:
(a) All payments of principal of and interest on the Oil Payment Reimbursement Payments and all other amounts payable on, under or in respect of this Agreement, the Oil Payment Note, the Guaranty Insurance Policy or the Debt Service Reserve Insurance Guarantee by the Partnership or the Borrower, as the case may be, to the Administrative Agent or the Primary Insurer, including without limitation amounts payable by the Partnership or the Borrower under clause (b) of this Section 10.14 and under Section 10.10, shall be made free and clear of, and without deduction or withholding for, any and all present and future Taxes imposed, assessed, levied or collected by any Governmental Authority, under or in respect of this Agreement, the Oil Payment Note, the Guaranty Insurance Policy or the Debt Service Reserve Insurance Guarantee, the execution, registration, enforcement, notarization or other formalization of any thereof, and any payments of principal, interest, charges, fees, commissions or other amounts made on, under or in respect thereof ("Covered Taxes"), all of which shall be paid by the Borrower, for its own account, prior to the date on which penalties attach thereto. In addition, the Partnership and Borrower will pay any and all excise taxes related to payments under this Agreement, the Oil Payment Note or the Debt Service Reserve Insurance Guarantee.
(b) The Partnership shall indemnify and hold harmless the Administrative Agent and the Primary Insurer against, and promptly reimburse the Administrative Agent and the Primary Insurer on demand for, any Covered Taxes paid by the Administrative Agent or the Primary Insurer and any Loss that the Administrative Agent or the Primary Insurer may incur at any time arising out of or in connection with any failure of the Partnership to make any payment of Covered Taxes when due, other than any interest, penalties or legal fees arising from the failure of the Borrower to pay such Covered Taxes due to the gross negligence or willful misconduct of the Administrative Agent or the Primary Insurer.
(c) In the event that the Partnership is required by applicable law to deduct or withhold Covered Taxes from any amounts payable on, under or in respect of this Agreement, the Oil Payment Note (including without limitation any amounts payable under clause (b) of this Section 10.14), th...
Covered Taxes. The Borrower agrees that, whether or not any Bank Senior Loan is made under this Agreement:
(a) All payments of principal of and interest on the Bank Senior Loans and all other amounts payable on, under or in respect of this Agreement, the Bank Senior Loans, the Senior Notes, the Common Security Agreement or any other Financing Document by the Borrower to the Administrative Agent or any Bank Senior Lender, including without limitation amounts payable by the Borrower under clause (b) of this Section 5.05 and under Section 12.03, shall be made free and clear of, and without deduction or withholding for, any and all present and future taxes, levies, imposts, tariffs, duties, assessments, deductions, withholdings, fees, liabilities or other charges other than Excluded Taxes (collectively, "Taxes") imposed, assessed, levied or collected by any Governmental Authority, together with interest thereon and penalties with respect thereto, if any, under or in respect of this Agreement, the Bank Senior Loans, the Senior Notes or any other Financing Document, the execution, registration, enforcement, notarization or other formalization of any thereof, and any payments of principal, interest, charges, fees, commissions or other amounts made on, under or in respect thereof ("Covered Taxes"), all of which shall be paid by the Borrower, for its own account, prior to the date on which penalties attach thereto.
(b) The Borrower shall indemnify and hold harmless the Administrative Agent and each Bank Senior Lender against, and promptly reimburse the Administrative Agent and each Bank Senior Lender on demand for, any Covered Taxes paid by the Administrative Agent or any Bank Senior Lender and any Loss that the Administrative Agent or any Bank Senior Lender may incur at any time arising out of or in connection with any failure of the Borrower to make any payment of Covered Taxes when due, other than any interest, penalties or legal fees arising from the failure of the Borrower to pay such Covered Taxes due to the gross negligence or willful misconduct of the Administrative Agent or such Bank Senior Lender.
(c) In the event that the Borrower is required by Applicable Law to deduct or withhold Covered Taxes from any amounts payable on, under or in respect of this Agreement, the Bank Senior Loans, the Senior Notes or any other Financing Document (including without limitation any amounts payable under clause (b) of this Section 5.05 and Sections 2.07, 2.09, 3.01 and 3.02), the Borro...
Covered Taxes. All Covered Taxes in respect of this Guaranty or any amounts payable or paid under this Guaranty shall be paid by Guarantor when due and in any event prior to the date on which penalties attach thereto. Each Guarantor will indemnify Agent and each of the Lenders against and in respect of all such Covered Taxes. Without limiting the generality of the foregoing, if any Covered Taxes or amounts in respect thereof must be deducted or withheld from any amounts payable or paid by any Guarantor hereunder, such Guarantor shall pay such additional amounts as may be necessary to ensure that Agent and each of the Lenders receives a net amount equal to the full amount which it would have received had payment (including of any additional amounts payable under this Section 16.2) not been made subject to such Covered Taxes. Within thirty (30) days of each payment by any Guarantor hereunder of Covered Taxes or in respect of Covered Taxes, such Guarantor shall deliver to Agent satisfactory evidence (including originals, or certified copies, of all relevant receipts) that such Covered Taxes have been duly remitted to the appropriate authority or authorities.
Covered Taxes. See Section 6.3.1.
Covered Taxes. See Section 2.14(a)
Covered Taxes. See Section 2.13(a) Cumulative Excess Cash Flow. On any date of determination, the Excess Cash Flow of the Borrower Affiliated Group for the period commencing on November 2, 2003 and ending on the last day of the most recently completed fiscal quarter of the Borrower.
Covered Taxes. See Section 6.3.1. Credit Agreement. See the introductory paragraph to this Credit Agreement. Credit Enhancer. A credit enhancer, other than Xxxxxxx Mac, in a Future Bond Transaction that satisfies one of the following criteria: any finance company or financial institution, any insurance company, or any other Person, of recognized standing in the business of providing credit enhancement in securitizations, (i) having capital and surplus in excess of $500,000,000; or (ii) whose short-term commercial paper rating carries an Acceptable Rating with maturities of not more than 364 days from the date of acquisition.
Covered Taxes. See Section 2.14(a) Default. An event or condition that, but for the requirement that time elapse or notice be given, or both, would constitute an Event of Default.
Covered Taxes. All taxes, levies, imposts, duties, charges or fees of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein, excluding net income taxes or other taxes of whatever nature generally assessed on the overall net income of a Lender or the Administrative Agent that are imposed on such Lender or the Administrative Agent by the government or other authority of the country, state or other jurisdiction under the laws of which such Lender or Administrative Agent is organized or in which it is otherwise doing business or any political subdivision or taxing authority thereof. Credit Agreement. This Revolving Credit and Term Loan Agreement, including the Schedules and Exhibits hereto. Debt Issuance. Any sale, issuance or other incurrence by the Borrower or any of its Subsidiaries of any Indebtedness, other than those permitted pursuant to Section 10.1.
Covered Taxes. 17 10.15 Payments............................................................. 18 10.16 No Direct Right Against Reinsurer.................................... 18 APPENDICES
