Deductions and grossing-up. 7.2.1 Each payment to be made by the Borrower to a Lender or the Agent hereunder in Dollars or in Euro shall be made free and clear of and without deduction for or on account of Taxes unless the Borrower is required by law to make such a payment subject to the deduction or withholding of Taxes, in which case the sum payable by the Borrower in respect of which such deduction or withholding is required to be made shall be increased to the extent necessary to ensure that, after the making of such deduction or withholding, the Lender or the Agent receives and retains (free from any liability in respect of any such deduction or withholding) a net sum equal to the sum which it would have received and so retained had no such deduction or withholding been made or required to be made. 7.2.2 Without prejudice to the provisions of Clause 7.2.1, if any Lender or the Agent on its behalf is required to make any payment on account of Tax (not being a tax imposed on the net income of its Office by the jurisdiction in which it is incorporated or in which its Office is located or any other tax existing and applicable on the date of this Agreement under the laws of any jurisdiction) on or in relation to any sum received or receivable hereunder by such Lender or the Agent on its behalf (including, without limitation, any sum received or receivable under this Clause 7) or any liability in respect of any such payment is asserted, imposed, levied or assessed against such Lender or the Agent on its behalf, the Borrower shall, upon demand of the Agent, indemnify such Lender or the Agent against such payment or liability, together with any interest, penalties and expenses payable or incurred in connection therewith, other than interest, penalties, and expenses (a) that accrue during any periods of time beginning on the thirty first (31st) day (or such longer period as any Lender may reasonably require) following the day on which the Lender or the Agent, as applicable, has actual knowledge of the imposition or assertion of such Taxes or other Taxes, or (b) that are otherwise imposed or asserted on account of the bad faith or wilful neglect of such Lender or the Agent. If any Lender proposes to make a claim under the provisions of this Clause 7.2.2 it shall certify to the Borrower in reasonable detail within thirty (30) days (or such longer period as any Lender may reasonably require) after becoming aware of the event by reason of which it is entitled to make its claim or claims the basis of its claim or claims, such certificate to be conclusive, save for manifest error. 7.2.3 Without affecting the Borrower’s obligations under Clause 7.2.1 and in consultation with the Agent, the affected Lender will then take all such reasonable steps as may be open to it to mitigate the effect of the event (for example (if then possible) by changing its Office or transferring some or all of its rights and obligations under this Agreement to another financial institution reasonably acceptable to the Borrower, Hermes and the Agent). The reasonable costs of mitigating the effect of any such change shall be borne by the Borrower save where such costs are of an internal administrative nature and are not incurred in dealings by any Lender with third parties. 7.2.4 Each Lender, on or prior to the date on which such Xxxxxx becomes a Lender hereunder, through the Agent (and from time to time thereafter as required by applicable law, but only for so long as such Lender is legally entitled to do so or the Agent is instructed to do so), shall deliver to the Borrower two (2) duly completed copies of either (a) Internal Revenue Service Form W-8BEN claiming eligibility of the Lender for benefits of an income tax treaty to which the United States is a party that reduces the rate of withholding on interest to zero or (b) Internal Revenue Service Form W-8ECI, or in either case an applicable successor form. 7.2.5 No person to which a Lender assigns part or all of its interest under this Agreement pursuant to Clause 17 shall be entitled to receive any greater increase in payment under Clause 7.2.1 than the assigning Xxxxxx would have been entitled to receive with respect to the rights assigned unless such assignment shall have been made at a time when the circumstances giving rise to such greater payment did not exist. Each assignee shall, on or prior to the date on which the assignor assigns all or part of its interest to such assignee, comply with the certification requirements of Clause 7.2.3.
Appears in 6 contracts
Samples: Secured Loan Agreement (NCL CORP Ltd.), Secured Loan Agreement (NCL CORP Ltd.), Supplemental Agreement (NCL CORP Ltd.)
Deductions and grossing-up. 7.2.1 Each payment to be made by the Borrower to a Lender the Agent, the Lenders or the Lower Saxony Guarantee Agent hereunder or under the commitment letter referred to in Dollars Clause 14.2 or in Euro any other fee letter shall be made free and clear of and without deduction for or on account of Taxes unless the Borrower is required by law to make such a payment subject to the deduction or withholding of Taxes, in which case the sum payable by the Borrower in respect of which such deduction or withholding is required to be made shall be increased to the extent necessary to ensure that, after the making of such deduction or withholding, the Lender Agent, the Lenders or the Lower Saxony Guarantee Agent receives and retains (free from any liability in respect of any such deduction or withholding) a net sum equal to the sum which it would have received and so retained had no such deduction or withholding been made or required to be made.
7.2.2 Without prejudice to the provisions of Clause 7.2.1, if any Lender or the Agent on its behalf behalf, the Agent or the Lower Saxony Guarantee Agent is required to make any payment on account of Tax tax (not being a tax imposed on the net income of its Office Lending Branch by the jurisdiction in which it is incorporated or in which its Office Lending Branch is located or any other tax existing and applicable on the date of this Agreement Signing Date under the laws of any jurisdiction) or otherwise on or in relation to any sum received or receivable hereunder by such Lender or the Agent on its behalf behalf, the Agent or the Lower Saxony Guarantee Agent (including, without limitation, any sum received or receivable under this Clause 7) or any liability in respect of any such payment is asserted, imposed, levied or assessed against such Lender or the Agent on its behalf, the Agent or the Lower Saxony Guarantee Agent, the Borrower shall, upon demand of the Agent, indemnify such Lender or the Agent on its behalf, the Agent or the Lower Saxony Guarantee Agent against such payment or liability, together with any interest, penalties and expenses payable or incurred in connection therewith, therewith other than interest, penalties, interest penalties and expenses (a) that accrue during any periods of time beginning on the thirty first (31st) day (or such longer period as any Lender may reasonably require) following the day on which the Lender or the Agent, as applicable, has actual knowledge of the imposition or assertion of such Taxes or other Taxes, or (b) that are otherwise imposed or asserted on account of the bad faith or wilful neglect of such Lender or the Agent on its behalf, the Agent or the Lower Saxony Guarantee Agent. If any Lender Lender, the Agent or the Lower Saxony Guarantee Agent proposes to make a claim under the provisions of this Clause 7.2.2 it shall certify to the Borrower in reasonable detail within thirty (30) days (or such longer period as any Lender Lender, the Agent or the Lower Saxony Guarantee Agent may reasonably require) after becoming aware of the event by reason of which it is entitled to make its claim or claims the basis of its claim or claims, such certificate to be conclusive, save for manifest error.
7.2.3 Without affecting the Borrower’s obligations under Clause 7.2.1 and in consultation with the Agent, the affected Lender will then take all such reasonable steps as may be open to it to mitigate the effect of the event (for example (if then possible) by changing its Office or transferring some or all of its rights and obligations under this Agreement to another financial institution reasonably acceptable to the Borrower, Hermes and the Agent). The reasonable costs of mitigating the effect of any such change shall be borne by the Borrower save where such costs are of an internal administrative nature and are not incurred in dealings by any Lender with third parties.
7.2.4 Each Lender, on or prior to the date on which such Xxxxxx becomes a Lender hereunder, through the Agent (and from time to time thereafter as required by applicable law, but only for so long as such Lender is legally entitled to do so or the Agent is instructed to do so), shall deliver to the Borrower two (2) duly completed copies of either (a) Internal Revenue Service Form W-8BEN claiming eligibility of the Lender for benefits of an income tax treaty to which the United States is a party that reduces the rate of withholding on interest to zero or (b) Internal Revenue Service Form W-8ECI, or in either case an applicable successor form.
7.2.5 No person to which a Lender assigns part or all of its interest under this Agreement pursuant to Clause 17 shall be entitled to receive any greater increase in payment under Clause 7.2.1 than the assigning Xxxxxx would have been entitled to receive with respect to the rights assigned unless such assignment shall have been made at a time when the circumstances giving rise to such greater payment did not exist. Each assignee shall, on or prior to the date on which the assignor assigns all or part of its interest to such assignee, comply with the certification requirements of Clause 7.2.3.
Appears in 5 contracts
Samples: Revolving Loan Facility Agreement (NCL CORP Ltd.), Revolving Loan Facility Agreement (NCL CORP Ltd.), Revolving Loan Facility Agreement (NCL CORP Ltd.)
Deductions and grossing-up. 7.2.1 Each payment to be made by the Borrower to a Lender or the Agent hereunder in Dollars or in Euro shall be made free and clear of and without deduction for or on account of Taxes unless the Borrower is required by law to make such a payment subject to the deduction or withholding of Taxes, in which case the sum payable by the Borrower in respect of which such deduction or withholding is required to be made shall be increased to the extent necessary to ensure that, after the making of such deduction or withholding, the Lender or the Agent receives and retains (free from any liability in respect of any such deduction or withholding) a net sum equal to the sum which it would have received and so retained had no such deduction or withholding been made or required to be made.
7.2.2 Without prejudice to the provisions of Clause 7.2.1, if any Lender or the Agent on its behalf is required to make any payment on account of Tax (not being a tax imposed on the net income of its Office by the jurisdiction in which it is incorporated or in which its Office is located or any other tax existing and applicable on the date of this Agreement under the laws of any jurisdiction) on or in relation to any sum received or receivable hereunder by such Lender or the Agent on its behalf (including, without limitation, any sum received or receivable under this Clause 7) or any liability in respect of any such payment is asserted, imposed, levied or assessed against such Lender or the Agent on its behalf, the Borrower shall, upon demand of the Agent, indemnify such Lender or the Agent against such payment or liability, together with any interest, penalties and expenses payable or incurred in connection therewith, other than interest, penalties, and expenses (a) that accrue during any periods of time beginning on the thirty first (31st) day (or such longer period as any Lender may reasonably require) following the day on which the Lender or the Agent, as applicable, has actual knowledge of the imposition or assertion of such Taxes or other Taxes, or (b) that are otherwise imposed or asserted on account of the bad faith or wilful neglect of such Lender or the Agent. If any Lender proposes to make a claim under the provisions of this Clause 7.2.2 it shall certify to the Borrower in reasonable detail within thirty (30) days (or such longer period as any Lender may reasonably require) after becoming aware of the event by reason of which it is entitled to make its claim or claims the basis of its claim or claims, such certificate to be conclusive, save for manifest error.
7.2.3 Without affecting the Borrower’s obligations under Clause 7.2.1 and in consultation with the Agent, the affected Lender will then take all such reasonable steps as may be open to it to mitigate the effect of the event (for example (if then possible) by changing its Office or transferring some or all of its rights and obligations under this Agreement to another financial institution reasonably acceptable to the Borrower, Hermes and the Agent). The reasonable costs of mitigating the effect of any such change shall be borne by the Borrower save where such costs are of an internal administrative nature and are not incurred in dealings by any Lender with third parties.
7.2.4 Each Lender, on or prior to the date on which such Xxxxxx becomes a Lender hereunder, through the Agent (and from time to time thereafter as required by applicable law, but only for so long as such Lender is legally entitled to do so or the Agent is instructed to do so), shall deliver to the Borrower two (2) duly completed copies of either (a) Internal Revenue Service Form W-8BEN claiming eligibility of the Lender for benefits of an income tax treaty to which the United States is a party that reduces the rate of withholding on interest to zero or (b) Internal Revenue Service Form W-8ECI, or in either case an applicable successor form.
7.2.5 No person to which a Lender assigns part or all of its interest under this Agreement pursuant to Clause 17 shall be entitled to receive any greater increase in payment under Clause 7.2.1 than the assigning Xxxxxx would have been entitled to receive with respect to the rights assigned unless such assignment shall have been made at a time when the circumstances giving rise to such greater payment did not exist. Each assignee shall, on or prior to the date on which the assignor assigns all or part of its interest to such assignee, comply with the certification requirements of Clause 7.2.3.
Appears in 4 contracts
Samples: Eighth Supplemental Deed to Secured Loan Agreement (NCL CORP Ltd.), Eighth Supplemental Deed to Secured Loan Agreement (NCL CORP Ltd.), Fifth Supplemental Deed (NCL CORP Ltd.)
Deductions and grossing-up. 7.2.1 Each payment to be made by the Borrower to a Lender or the Agent hereunder in Dollars or in Euro shall be made free and clear of and without deduction for or on account of Taxes unless the Borrower is required by law to make such a payment subject to the deduction or withholding of Taxes, in which case the sum payable by the Borrower in respect of which such deduction or withholding is required to be made shall be increased to the extent necessary to ensure that, after the making of such deduction or withholding, the Lender or the Agent receives and retains (free from any liability in respect of any such deduction or withholding) a net sum equal to the sum which it would have received and so retained had no such deduction or withholding been made or required to be made.
7.2.2 Without prejudice to the provisions of Clause 7.2.1, if any Lender or the Agent on its behalf is required to make any payment on account of Tax (not being a tax imposed on the net income of its Office by the jurisdiction in which it is incorporated or in which its Office is located or any other tax existing and applicable on the date of this Agreement under the laws of any jurisdiction) on or in relation to any sum received or receivable hereunder by such Lender or the Agent on its behalf (including, without limitation, any sum received or receivable under this Clause 7) or any liability in respect of any such payment is asserted, imposed, levied or assessed against such Lender or the Agent on its behalf, the Borrower shall, upon demand of the Agent, indemnify such Lender or the Agent against such payment or liability, together with any interest, penalties and expenses payable or incurred in connection therewith, other than interest, penalties, and expenses (a) that accrue during any periods of time beginning on the thirty first (31st) day (or such longer period as any Lender may reasonably require) following the day on which the Lender or the Agent, as applicable, has actual knowledge of the imposition or assertion of such Taxes or other Taxes, or (b) that are otherwise imposed or asserted on account of the bad faith or wilful neglect of such Lender or the Agent. If any Lender proposes to make a claim under the provisions of this Clause 7.2.2 it shall certify to the Borrower in reasonable detail within thirty (30) days (or such longer period as any Lender may reasonably require) after becoming aware of the event by reason of which it is entitled to make its claim or claims the basis of its claim or claims, such certificate to be conclusive, save for manifest error.
7.2.3 Without affecting the Borrower’s obligations under Clause 7.2.1 and in consultation with the Agent, the affected Lender will then take all such reasonable steps as may be open to it to mitigate the effect of the event (for example (if then possible) by changing its Office or transferring some or all of its rights and obligations under this Agreement to another financial institution reasonably acceptable to the Borrower, Hermes and the Agent). The reasonable costs of mitigating the effect of any such change shall be borne by the Borrower save where such costs are of an internal administrative nature and are not incurred in dealings by any Lender with third parties.
7.2.4 Each Lender, on or prior to the date on which such Xxxxxx Lender becomes a Lender hereunder, through the Agent (and from time to time thereafter as required by applicable law, but only for so long as such Lender is legally entitled to do so or the Agent is instructed to do so), shall deliver to the Borrower two (2) duly completed copies of either (a) Internal Revenue Service Form W-8BEN claiming eligibility of the Lender for benefits of an income tax treaty to which the United States is a party that reduces the rate of withholding on interest to zero or (b) Internal Revenue Service Form W-8ECI, or in either case an applicable successor form.
7.2.5 No person to which a Lender assigns part or all of its interest under this Agreement pursuant to Clause 17 shall be entitled to receive any greater increase in payment under Clause 7.2.1 than the assigning Xxxxxx Lender would have been entitled to receive with respect to the rights assigned unless such assignment shall have been made at a time when the circumstances giving rise to such greater payment did not exist. Each assignee shall, on or prior to the date on which the assignor assigns all or part of its interest to such assignee, comply with the certification requirements of Clause 7.2.3.
Appears in 2 contracts
Samples: Secured Loan Agreement (NCL CORP Ltd.), Secured Loan Agreement (NCL CORP Ltd.)
Deductions and grossing-up. 7.2.1 Each payment to be made by the Borrower to a Lender or the Agent hereunder in Dollars or in Euro shall be made free and clear of and without deduction for or on account of Taxes unless the Borrower is required by law to make such a payment subject to the deduction or withholding of Taxes, in which case the sum payable by the Borrower in respect of which such deduction or withholding is required to be made shall be increased to the extent necessary to ensure that, after the making of such deduction or withholding, the Lender or the Agent receives and retains (free from any liability in respect of any such deduction or withholding) a net sum equal to the sum which it would have received and so retained had no such deduction or withholding been made or required to be made.
7.2.2 Without prejudice to the provisions of Clause 7.2.1, if any Lender or the Agent on its behalf is required to make any payment on account of Tax (not being a tax imposed on the net income of its Office by the jurisdiction in which it is incorporated or in which its Office is located or any other tax existing and applicable on the date of this Agreement under the laws of any jurisdiction) on or in relation to any sum received or receivable hereunder by such Lender or the Agent on its behalf (including, without limitation, any sum received or receivable under this Clause 7) or any liability in respect of any such payment is asserted, imposed, levied or assessed against such Lender or the Agent on its behalf, the Borrower shall, upon demand of the Agent, indemnify such Lender or the Agent against such payment or liability, together with any interest, penalties and expenses payable or incurred in connection therewith, other than interest, penalties, and expenses (a) that accrue during any periods of time beginning on the thirty first (31st) day (or such longer period as any Lender may reasonably require) following the day on which the Lender or the Agent, as applicable, has actual knowledge of the imposition or assertion of such Taxes or other Taxes, or (b) that are otherwise imposed or asserted on account of the bad faith or wilful neglect of such Lender or the Agent. If any Lender proposes to make a claim under the provisions of this Clause 7.2.2 it shall certify to the Borrower in reasonable detail within thirty (30) days (or such longer period as any Lender may reasonably require) after becoming aware of the event by reason of which it is entitled to make its claim or claims the basis of its claim or claims, such certificate to be conclusive, save for manifest error.
7.2.3 Without affecting the Borrower’s obligations under Clause 7.2.1 and in consultation with the Agent, the affected Lender will then take all such reasonable steps as may be open to it to mitigate the effect of the event (for example (if then possible) by changing its Office or transferring some or all of its rights and obligations under this Agreement to another financial institution reasonably acceptable to the Borrower, Hermes and the Agent). The reasonable costs of mitigating the effect of any such change shall be borne by the Borrower save where such costs are of an internal administrative nature and are not incurred in dealings by any Lender with third parties.
7.2.4 Each Lender, on or prior to the date on which such Xxxxxx becomes a Lender hereunder, through the Agent (and from time to time thereafter as required by applicable law, but only for so long as such Lender is legally entitled to do so or the Agent is instructed to do so), shall deliver to the Borrower two (2) duly completed copies of either (a) Internal Revenue Service Form W-8BEN claiming eligibility of the Lender for benefits of an income tax treaty to which the United States is a party that reduces the rate of withholding on interest to zero or (b) Internal Revenue Service Form W-8ECI, or in either case an applicable successor form.
7.2.5 No person to which a Lender assigns part or all of its interest under this Agreement pursuant to Clause 17 shall be entitled to receive any greater increase in payment under Clause 7.2.1 than the assigning Xxxxxx would have been entitled to receive with respect to the rights assigned unless such assignment shall have been made at a time when the circumstances giving rise to such greater payment did not exist. Each assignee shall, on or prior to the date on which the assignor assigns all or part of its interest to such assignee, comply with the certification requirements of Clause 7.2.3.
Appears in 2 contracts
Samples: Secured Loan Agreement (NCL CORP Ltd.), Secured Loan Agreement (NCL CORP Ltd.)
Deductions and grossing-up. 7.2.1 Each payment to be made by the Borrower to a Lender or the Agent hereunder in Dollars or in Euro shall be made free and clear of and without deduction for or on account of Taxes unless the Borrower is required by law to make such a payment subject to the deduction or withholding of Taxes, in which case the sum payable by the Borrower in respect of which such deduction or withholding is required to be made shall be increased to the extent necessary to ensure that, after the making of such deduction or withholding, the Lender or the Agent receives and retains (free from any liability in respect of any such deduction or withholding) a net sum equal to the sum which it would have received and so retained had no such deduction or withholding been made or required to be made.
7.2.2 Without prejudice to the provisions of Clause 7.2.1, if any Lender or the Agent on its behalf is required to make any payment on account of Tax (not being a tax imposed on the net income of its Office by the jurisdiction in which it is incorporated or in which its Office is located or any other tax existing and applicable on the date of this Agreement under the laws of any jurisdiction) on or in relation to any sum received or receivable hereunder by such Lender or the Agent on its behalf (including, without limitation, any sum received or receivable under this Clause 7) or any liability in respect of any such payment is asserted, imposed, levied or assessed against such Lender or the Agent on its behalf, the Borrower shall, upon demand of the Agent, indemnify such Lender or the Agent against such payment or liability, together with any interest, penalties and expenses payable or incurred in connection therewith, other than interest, penalties, and expenses (a) that accrue during any periods of time beginning on the thirty first (31st) day (or such longer period as any Lender may reasonably require) following the day on which the Lender or the Agent, as applicable, has actual knowledge of the imposition or assertion of such Taxes or other Taxes, or (b) that are otherwise imposed or asserted on account of the bad faith or wilful neglect of such Lender or the Agent. If any Lender proposes to make a claim under the provisions of this Clause 7.2.2 it shall certify to the Borrower in reasonable detail within thirty (30) days (or such longer period as any Lender may reasonably require) after becoming aware of the event by reason of which it is entitled to make its claim or claims the basis of its claim or claims, such certificate to be conclusive, save for manifest error.
7.2.3 Without affecting the Borrower’s obligations under Clause 7.2.1 and in consultation with the Agent, the affected Lender will then take all such reasonable steps as may be open to it to mitigate the effect of the event (for example (if then possible) by changing its Office or transferring some or all of its rights and obligations under this Agreement to another financial institution reasonably acceptable to the Borrower, Hermes and the Agent). The reasonable costs of mitigating the effect of any such change shall be borne by the Borrower save where such costs are of an internal administrative nature and are not incurred in dealings by any Lender with third parties.
7.2.4 Each Lender, on or prior to the date on which such Xxxxxx Lender becomes a Lender hereunder, through the Agent (and from time to time thereafter as required by applicable law, but only for so long as such Lender is legally entitled to do so or the Agent is instructed to do so), shall deliver to the Borrower two (2) duly completed copies of either (a) Internal Revenue Service Form W-8BEN claiming eligibility of the Lender for benefits of an income tax treaty to which the United States is a party that reduces the rate of withholding on interest to zero or (b) Internal Revenue Service Form W-8ECI, or in either case an applicable successor form.
7.2.5 No person to which a Lender assigns part or all of its interest under this Agreement pursuant to Clause 17 shall be entitled to receive any greater increase in payment under Clause 7.2.1 than the assigning Xxxxxx Lender would have been entitled to receive with respect to the rights assigned unless such assignment shall have been made at a time when the circumstances giving rise to such greater payment did not exist. Each assignee shall, on or prior to the date on which the assignor assigns all or part of its interest to such assignee, comply with the certification requirements of Clause 7.2.3.
Appears in 1 contract
Deductions and grossing-up. 7.2.1 Each payment to be made by the Borrower to a Lender or the Agent hereunder in Dollars or in Euro shall be made free and clear of and without deduction for or on account of Taxes unless the Borrower is required by law to make such a payment subject to the deduction or withholding of Taxes, in which case the sum payable by the Borrower in respect of which such deduction or withholding is required to be made shall be increased to the extent necessary to ensure that, after the making of such deduction or withholding, the Lender or the Agent receives and retains (free from any liability in respect of any such deduction or withholding) a net sum equal to the sum which it would have received and so retained had no such deduction or withholding been made or required to be made.
7.2.2 Without prejudice to the provisions of Clause 7.2.1, if any Lender or the Agent on its behalf is required to make any payment on account of Tax (not being a tax imposed on the net income of its Office by the jurisdiction in which it is incorporated or in which its Office is located or any other tax existing and applicable on the date of this Agreement under the laws of any jurisdiction) on or in relation to any sum received or receivable hereunder by such Lender or the Agent on its behalf (including, without limitation, any sum received or receivable under this Clause 7) or any liability in respect of any such payment is asserted, imposed, levied or assessed against such Lender or the Agent on its behalf, the Borrower shall, upon demand of the Agent, indemnify such Lender or the Agent against such payment or liability, together with any interest, penalties and expenses payable or incurred in connection therewith, other than interest, penalties, and expenses (a) that accrue during any periods of time beginning on the thirty first (31st) day (or such longer period as any Lender may reasonably require) following the day on which the Lender or the Agent, as applicable, has actual knowledge of the imposition or assertion of such Taxes or other Taxes, or (b) that are otherwise imposed or asserted on account of the bad faith or wilful neglect of such Lender or the Agent. If any Lender proposes to make a claim under the provisions of this Clause 7.2.2 it shall certify to the Borrower in reasonable detail within thirty (30) days (or such longer period as any Lender may reasonably require) after becoming aware of the event by reason of which it is entitled to make its claim or claims the basis of its claim or claims, such certificate to be conclusive, save for manifest error.
7.2.3 Without affecting the Borrower’s obligations under Clause 7.2.1 and in consultation with the Agent, the affected Lender will then take all such reasonable steps as may be open to it to mitigate the effect of the event (for example (if then possible) by changing its Office or transferring some or all of its rights and obligations under this Agreement to another financial institution reasonably acceptable to the Borrower, Hermes and the Agent). The reasonable costs of mitigating the effect of any such change shall be borne by the Borrower save where such costs are of an internal administrative nature and are not incurred in dealings by any Lender with third parties.
7.2.4 Each Lender, on or prior to the date on which such Xxxxxx becomes a Lender hereunder, through the Agent (and from time to time thereafter as required by applicable law, but only for so long as such Lender is legally entitled to do so or the Agent is instructed to do so), shall deliver to the Borrower two (2) duly completed copies of either (a) Internal Revenue Service Form W-8BEN claiming eligibility of the Lender for benefits of an income tax treaty to which the United States is a party that reduces the rate of withholding on interest to zero or (b) Internal Revenue Service Form W-8ECI, or in either case an applicable successor form.
7.2.5 No person to which a Lender assigns part or all of its interest under this Agreement pursuant to Clause 17 shall be entitled to receive any greater increase in payment under Clause 7.2.1 than the assigning Xxxxxx Lender would have been entitled to receive with respect to the rights assigned unless such assignment shall have been made at a time when the circumstances giving rise to such greater payment did not exist. Each assignee shall, on or prior to the date on which the assignor assigns all or part of its interest to such assignee, comply with the certification requirements of Clause 7.2.3.
Appears in 1 contract
Deductions and grossing-up. 7.2.1 Each payment to be made by the Borrower to a Lender the Agent or the Agent Lenders hereunder or under the fee letter referred to in Dollars Clause 14.2 or in Euro any other fee letter shall be made free and clear of and without deduction for or on account of Taxes unless the Borrower is required by law to make such a payment subject to the deduction or withholding of Taxes, in which case the sum payable by the Borrower in respect of which such deduction or withholding is required to be made shall be increased to the extent necessary to ensure that, after the making of such deduction or withholding, the Lender Agent or the Agent Lenders receives and retains (free from any liability in respect of any such deduction or withholding) a net sum equal to the sum which it would have received and so retained had no such deduction or withholding been made or required to be made.
7.2.2 Without prejudice to the provisions of Clause 7.2.1, if any Lender or the Agent on its behalf or the Agent is required to make any payment on account of Tax tax (not being a tax imposed on the net income of its Office Lending Branch by the jurisdiction in which it is incorporated or in which its Office Lending Branch is located or any other tax existing and applicable on the date of this Agreement Signing Date under the laws of any jurisdiction) or otherwise on or in relation to any sum received or receivable hereunder by such Lender or the Agent on its behalf or the Agent (including, without limitation, any sum received or receivable under this Clause 7) or any liability in respect of any such payment is asserted, imposed, levied or assessed against such Lender or the Agent on its behalfbehalf or the Agent, the Borrower shall, upon demand of the Agent, indemnify such Lender or the Agent on its behalf or the Agent against such payment or liability, together with any interest, penalties and expenses payable or incurred in connection therewith, therewith other than interest, penalties, interest penalties and expenses (a) that accrue during any periods of time beginning on the thirty first (31st) day (or such longer period as any Lender may reasonably require) following the day on which the Lender or the Agent, as applicable, has actual knowledge of the imposition or assertion of such Taxes or other Taxes, or (b) that are otherwise imposed or asserted on account of the bad faith or wilful neglect of such Lender or the Agent on its behalf or the Agent. If any Lender or the Agent proposes to make a claim under the provisions of this Clause 7.2.2 it shall certify to the Borrower in reasonable detail within thirty (30) days (or such longer period as any Lender or the Agent may reasonably require) after becoming aware of the event by reason of which it is entitled to make its claim or claims the basis of its claim or claims, such certificate to be conclusive, save for manifest error.
7.2.3 Without affecting the Borrower’s obligations under Clause 7.2.1 and in consultation with the Agent, the affected Lender will then take all such reasonable steps as may be open to it to mitigate the effect of the event (for example (if then possible) by changing its Office or transferring some or all of its rights and obligations under this Agreement to another financial institution reasonably acceptable to the Borrower, Hermes and the Agent). The reasonable costs of mitigating the effect of any such change shall be borne by the Borrower save where such costs are of an internal administrative nature and are not incurred in dealings by any Lender with third parties.
7.2.4 Each Lender, on or prior to the date on which such Xxxxxx becomes a Lender hereunder, through the Agent (and from time to time thereafter as required by applicable law, but only for so long as such Lender is legally entitled to do so or the Agent is instructed to do so), shall deliver to the Borrower two (2) duly completed copies of either (a) Internal Revenue Service Form W-8BEN claiming eligibility of the Lender for benefits of an income tax treaty to which the United States is a party that reduces the rate of withholding on interest to zero or (b) Internal Revenue Service Form W-8ECI, or in either case an applicable successor form.
7.2.5 No person to which a Lender assigns part or all of its interest under this Agreement pursuant to Clause 17 shall be entitled to receive any greater increase in payment under Clause 7.2.1 than the assigning Xxxxxx would have been entitled to receive with respect to the rights assigned unless such assignment shall have been made at a time when the circumstances giving rise to such greater payment did not exist. Each assignee shall, on or prior to the date on which the assignor assigns all or part of its interest to such assignee, comply with the certification requirements of Clause 7.2.3.
Appears in 1 contract
Deductions and grossing-up. 7.2.1 Each payment to be made by the Borrower to a Lender or the Paying Agent hereunder in Dollars or in Euro shall be made free and clear of and without deduction for or on account of Taxes unless the Borrower is required by law to make such a payment subject to the deduction or withholding of Taxes, in which case the sum payable by the Borrower in respect of which such deduction or withholding is required to be made shall be increased to the extent necessary to ensure that, after the making of such deduction or withholding, the Lender or the Paying Agent receives and retains (free from any liability in respect of any such deduction or withholding) a net sum equal to the sum which it would have received and so retained had no such deduction or withholding been made or required to be made.
7.2.2 Without prejudice to the provisions of Clause 7.2.1, if any Lender or the Paying Agent on its behalf is required to make any payment on account of Tax tax (not being a tax imposed on the net income of its Office Lending Branch by the jurisdiction in which it is incorporated or in which its Office Lending Branch is located or any other tax existing and applicable on the date of this Agreement under the laws of any jurisdiction) or otherwise on or in relation to any sum received or receivable hereunder by such Lender or the Paying Agent on its behalf (including, without limitation, any sum received or receivable under this Clause 7) or any liability in respect of any such payment is asserted, imposed, levied or assessed against such Lender or the Paying Agent on its behalf, the Borrower shall, upon demand of the Paying Agent, indemnify such Lender or the Paying Agent against such payment or liability, together with any interest, penalties and expenses payable or incurred in connection therewith, other than interest, penalties, and expenses (a) that accrue during any periods of time beginning on the thirty first (31st) day (or such longer period as any Lender may reasonably require) following the day on which the Lender or the Agent, as applicable, has actual knowledge of the imposition or assertion of such Taxes or other Taxes, or (b) that are otherwise imposed or asserted on account of the bad faith or wilful neglect of such Lender or the Agent. If any Lender proposes to make a claim under the provisions of this Clause 7.2.2 it shall certify to the Borrower in reasonable detail within thirty (30) days (or such longer period as any Lender may reasonably require) after becoming aware of the event by reason of which it is entitled to make its claim or claims the basis of its claim or claims, such certificate to be conclusive, save for manifest error.
7.2.3 Without affecting the Borrower’s obligations under Clause 7.2.1 and in consultation with the Agent, the affected Lender will then take all such reasonable steps as may be open to it to mitigate the effect of the event (for example (if then possible) by changing its Office or transferring some or all of its rights and obligations under this Agreement to another financial institution reasonably acceptable to the Borrower, Hermes and the Agent). The reasonable costs of mitigating the effect of any such change shall be borne by the Borrower save where such costs are of an internal administrative nature and are not incurred in dealings by any Lender with third parties.
7.2.4 Each Lender, on or prior to the date on which such Xxxxxx becomes a Lender hereunder, through the Agent (and from time to time thereafter as required by applicable law, but only for so long as such Lender is legally entitled to do so or the Agent is instructed to do so), shall deliver to the Borrower two (2) duly completed copies of either (a) Internal Revenue Service Form W-8BEN claiming eligibility of the Lender for benefits of an income tax treaty to which the United States is a party that reduces the rate of withholding on interest to zero or (b) Internal Revenue Service Form W-8ECI, or in either case an applicable successor form.
7.2.5 No person to which a Lender assigns part or all of its interest under this Agreement pursuant to Clause 17 shall be entitled to receive any greater increase in payment under Clause 7.2.1 than the assigning Xxxxxx would have been entitled to receive with respect to the rights assigned unless such assignment shall have been made at a time when the circumstances giving rise to such greater payment did not exist. Each assignee shall, on or prior to the date on which the assignor assigns all or part of its interest to such assignee, comply with the certification requirements of Clause 7.2.3.
Appears in 1 contract
Samples: Loan Agreement (NCL CORP Ltd.)
Deductions and grossing-up. 7.2.1 Each payment to be made by the Borrower to a Lender or the Agent hereunder in Dollars or in Euro shall be made free and clear of and without deduction for or on account of Taxes unless the Borrower is required by law to make such a payment subject to the deduction or withholding of Taxes, in which case the sum payable by the Borrower in respect of which such deduction or withholding is required to be made shall be increased to the extent necessary to ensure that, after the making of such deduction or withholding, the Lender or the Agent receives and retains (free from any liability in respect of any such deduction or withholding) a net sum equal to the sum which it would have received and so retained had no such deduction or withholding been made or required to be made.
7.2.2 Without prejudice to the provisions of Clause 7.2.1, if any Lender or the Agent on its behalf is required to make any payment on account of Tax (not being a tax imposed on the net income of its Office by the jurisdiction in which it is incorporated or in which its Office is located or any other tax existing and applicable on the date of this Agreement under the laws of any jurisdiction) on or in relation to any sum received or receivable hereunder by such Lender or the Agent on its behalf (including, without limitation, any sum received or receivable under this Clause 7) or any liability in respect of any such payment is asserted, imposed, levied or assessed against such Lender or the Agent on its behalf, the Borrower shall, upon demand of the Agent, indemnify such Lender or the Agent against such payment or liability, together with any interest, penalties and expenses payable or incurred in connection therewith, other than interest, penalties, and expenses (a) that accrue during any periods of time beginning on the thirty first (31st) day (or such longer period as any Lender may reasonably require) following the day on which the Lender or the Agent, as applicable, has actual knowledge of the imposition or assertion of such Taxes or other Taxes, or (b) that are otherwise imposed or asserted on account of the bad faith or wilful neglect of such Lender or the Agent. If any Lender proposes to make a claim under the provisions of this Clause 7.2.2 it shall certify to the Borrower in reasonable detail within thirty (30) days (or such longer period as any Lender may reasonably require) after becoming aware of the event by reason of which it is entitled to make its claim or claims the basis of its claim or claims, such certificate to be conclusive, save for manifest error.
7.2.3 Without affecting the Borrower’s 's obligations under Clause 7.2.1 and in consultation with the Agent, the affected Lender will then take all such reasonable steps as may be open to it to mitigate the effect of the event (for example (if then possible) by changing its Office or transferring some or all of its rights and obligations under this Agreement to another financial institution reasonably acceptable to the Borrower, Hermes and the Agent). The reasonable costs of mitigating the effect of any such change shall be borne by the Borrower save where such costs are of an internal administrative nature and are not incurred in dealings by any Lender with third parties.
7.2.4 Each Lender, on or prior to the date on which such Xxxxxx Lender becomes a Lender hereunder, through the Agent (and from time to time thereafter as required by applicable law, but only for so long as such Lender is legally entitled to do so or the Agent is instructed to do so), shall deliver to the Borrower two (2) duly completed copies of either (a) Internal Revenue Service Form W-8BEN claiming eligibility of the Lender for benefits of an income tax treaty to which the United States is a party that reduces the rate of withholding on interest to zero or (b) Internal Revenue Service Form W-8ECI, or in either case an applicable successor form.
7.2.5 No person to which a Lender assigns part or all of its interest under this Agreement pursuant to Clause 17 shall be entitled to receive any greater increase in payment under Clause 7.2.1 than the assigning Xxxxxx Lender would have been entitled to receive with respect to the rights assigned unless such assignment shall have been made at a time when the circumstances giving rise to such greater payment did not exist. Each assignee shall, on or prior to the date on which the assignor assigns all or part of its interest to such assignee, comply with the certification requirements of Clause 7.2.3.
Appears in 1 contract
Deductions and grossing-up. 7.2.1 Each payment to be made by the Borrower to a Lender or the Agent hereunder in Dollars or in Euro shall be made free and clear of and without deduction for or on account of Taxes unless the Borrower is required by law to make such a payment subject to the deduction or withholding of Taxes, in which case the sum payable by the Borrower in respect of which such deduction or withholding is required to be made shall be increased to the extent necessary to ensure that, after the making of such deduction or withholding, the Lender or the Agent receives and retains (free from any liability in respect of any such deduction or withholding) a net sum equal to the sum which it would have received and so retained had no such deduction or withholding been made or required to be made.
7.2.2 Without prejudice to the provisions of Clause 7.2.1, if any Lender or the Agent on its behalf is required to make any payment on account of Tax (not being a tax imposed on the net income of its Office by the jurisdiction in which it is incorporated or in which its Office is located or any other tax existing and applicable on the date of this Agreement under the laws of any jurisdiction) on or in relation to any sum received or receivable hereunder by such Lender or the Agent on its behalf (including, without limitation, any sum received or receivable under this Clause 7) or any liability in respect of any such payment is asserted, imposed, levied or assessed against such Lender or the Agent on its behalf, the Borrower shall, upon demand of the Agent, indemnify such Lender or the Agent against such payment or liability, together with any interest, penalties and expenses payable or incurred in connection therewith, other than interest, penalties, and expenses (a) that accrue during any periods of time beginning on the thirty first (31st) day (or such longer period as any Lender may reasonably require) following the day on which the Lender or the Agent, as applicable, has actual knowledge of the imposition or assertion of such Taxes or other Taxes, or (b) that are otherwise imposed or asserted on account of the bad faith or wilful neglect of such Lender or the Agent. If any Lender proposes to make a claim under the provisions of this Clause 7.2.2 it shall certify to the Borrower in reasonable detail within thirty (30) days (or such longer period as any Lender may reasonably require) after becoming aware of the event by reason of which it is entitled to make its claim or claims the basis of its claim or claims, such certificate to be conclusive, save for manifest error.
7.2.3 Without affecting the Borrower’s obligations under Clause 7.2.1 and in consultation with the Agent, the affected Lender will then take all such reasonable steps as may be open to it to mitigate the effect of the event (for example (if then possible) by changing its Office or transferring some or all of its rights and obligations under this Agreement to another financial institution reasonably acceptable to the Borrower, Hermes and the Agent). The reasonable costs of mitigating the effect of any such change shall be borne by the Borrower save where such costs are of an internal administrative nature and are not incurred in dealings by any Lender with third parties.
7.2.4 Each Lender, on or prior to the date on which such Xxxxxx becomes a Lender hereunder, through the Agent (and from time to time thereafter as required by applicable law, but only for so long as such Lender is legally entitled to do so or the Agent is instructed to do so), shall deliver to the Borrower two (2) duly completed copies of either (a) Internal Revenue Service Form W-8BEN claiming eligibility of the Lender for benefits of an income tax treaty to which the United States is a party that reduces the rate of withholding on interest to zero or (b) Internal Revenue Service Form W-8ECI, or in either case an applicable successor form.
7.2.5 No person to which a Lender assigns part or all of its interest under this Agreement pursuant to Clause 17 shall be entitled to receive any greater increase in payment under Clause 7.2.1 than the assigning Xxxxxx would have been entitled to receive with respect to the rights assigned unless such assignment shall have been made at a time when the circumstances giving rise to such greater payment did not exist. Each assignee shall, on or prior to the date on which the assignor assigns all or part of its interest to such assignee, comply with the certification requirements of Clause 7.2.3.
Appears in 1 contract
Samples: Loan Agreement (NCL CORP Ltd.)
Deductions and grossing-up. 7.2.1 Each payment to be made by the Borrower to a Lender or the Agent hereunder in Dollars or in Euro shall be made free and clear of and without deduction for or on account of Taxes unless the Borrower is required by law to make such a payment subject to the deduction or withholding of Taxes, in which case the sum payable by the Borrower in respect of which such deduction or withholding is required to be made shall be increased to the extent necessary to ensure that, after the making of such deduction or withholding, the Lender or the Agent receives and retains (free from any liability in respect of any such deduction or withholding) a net sum equal to the sum which it would have received and so retained had no such deduction or withholding been made or required to be made.
7.2.2 Without prejudice to the provisions of Clause 7.2.1, if any Lender or the Agent on its behalf is required to make any payment on account of Tax (not being a tax imposed on the net income of its Office by the jurisdiction in which it is incorporated or in which its Office is located or any other tax existing and applicable on the date of this Agreement under the laws of any jurisdiction) on or in relation to any sum received or receivable hereunder by such Lender or the Agent on its behalf (including, without limitation, any sum received or receivable under this Clause 7) or any liability in respect of any such payment is asserted, imposed, levied or assessed against such Lender or the Agent on its behalf, the Borrower shall, upon demand of the Agent, indemnify such Lender or the Agent against such payment or liability, together with any interest, penalties and expenses payable or incurred in connection therewith, other than interest, penalties, and expenses (a) that accrue during any periods of time beginning on the thirty first (31st) day (or such longer period as any Lender may reasonably require) following the day on which the Lender or the Agent, as applicable, has actual knowledge of the imposition or assertion of such Taxes or other Taxes, or (b) that are otherwise imposed or asserted on account of the bad faith or wilful neglect of such Lender or the Agent. If any Lender proposes to make a claim under the provisions of this Clause 7.2.2 it shall certify to the Borrower in reasonable detail within thirty (30) days (or such longer period as any Lender may reasonably require) after becoming aware of the event by reason of which it is entitled to make its claim or claims the basis of its claim or claims, such certificate to be conclusive, save for manifest error.
7.2.3 Without affecting the Borrower’s 's obligations under Clause 7.2.1 and in consultation with the Agent, the affected Lender will then take all such reasonable steps as may be open to it to mitigate the effect of the event (for example (if then possible) by changing its Office or transferring some or all of its rights and obligations under this Agreement to another financial institution reasonably acceptable to the Borrower, Hermes and the Agent). The reasonable costs of mitigating the effect of any such change shall be borne by the Borrower save where such costs are of an internal administrative nature and are not incurred in dealings by any Lender with third parties.
7.2.4 Each Lender, on or prior to the date on which such Xxxxxx becomes a Lender hereunder, through the Agent (and from time to time thereafter as required by applicable law, but only for so long as such Lender is legally entitled to do so or the Agent is instructed to do so), shall deliver to the Borrower two (2) duly completed copies of either (a) Internal Revenue Service Form W-8BEN claiming eligibility of the Lender for benefits of an income tax treaty to which the United States is a party that reduces the rate of withholding on interest to zero or (b) Internal Revenue Service Form W-8ECI, or in either case an applicable successor form.
7.2.5 No person to which a Lender assigns part or all of its interest under this Agreement pursuant to Clause 17 shall be entitled to receive any greater increase in payment under Clause 7.2.1 than the assigning Xxxxxx Lender would have been entitled to receive with respect to the rights assigned unless such assignment shall have been made at a time when the circumstances giving rise to such greater payment did not exist. Each assignee shall, on or prior to the date on which the assignor assigns all or part of its interest to such assignee, comply with the certification requirements of Clause 7.2.3.
Appears in 1 contract
Deductions and grossing-up. 7.2.1 8.2.1 Each payment to be made by the Borrower to a Lender or the Agent hereunder in Dollars or in Euro shall be made free and clear of and without deduction for or on account of Taxes unless the Borrower is required by law to make such a payment subject to the deduction or withholding of Taxes, in which case the sum payable by the Borrower in respect of which such deduction or withholding is required to be made shall be increased to the extent necessary to ensure that, after the making of such deduction or withholding, the Lender or the Agent receives and retains (free from any liability in respect of any such deduction or withholding) a net sum equal to the sum which it would have received and so retained had no such deduction or withholding been made or required to be made.
7.2.2 8.2.2 Without prejudice to the provisions of Clause 7.2.18.2.1, if any Lender or the Agent on its behalf is required to make any payment on account of Tax tax (not being a tax imposed on the net income of its Office Lending Branch by the jurisdiction in which it is incorporated or in which its Office Lending Branch is located or any other tax existing and applicable on the date of this Agreement Signing Date under the laws of any jurisdiction) or otherwise on or in relation to any sum received or receivable hereunder by such Lender or the Agent on its behalf (including, without limitation, any sum received or receivable under this Clause 7) 8) or any liability in respect of any such payment is asserted, imposed, levied or assessed against such Lender or the Agent on its behalf, the Borrower shall, upon demand of the Agent, indemnify such Lender or the Agent against such payment or liability, together with any interest, penalties and expenses payable or incurred in connection therewith, therewith other than interest, penalties, interest penalties and expenses (a) that accrue during any periods of time beginning on the thirty first (31st) day (or such longer period as any Lender may reasonably require) following the day on which the Lender or the Agent, as applicable, has actual knowledge of the imposition or assertion of such Taxes or other Taxes, or (b) that are otherwise imposed or asserted on account of the bad faith or wilful neglect of such Lender or the Agent. If any Lender proposes to make a claim under the provisions of this Clause 7.2.2 8.2.2 it shall certify to the Borrower in reasonable detail within thirty (30) days (or such longer period as any Lender may reasonably require) after becoming aware of the event by reason of which it is entitled to make its claim or claims the basis of its claim or claims, such certificate to be conclusive, save for manifest error.
7.2.3 Without affecting the Borrower’s obligations under Clause 7.2.1 and in consultation with the Agent, the affected Lender will then take all such reasonable steps as may be open to it to mitigate the effect of the event (for example (if then possible) by changing its Office or transferring some or all of its rights and obligations under this Agreement to another financial institution reasonably acceptable to the Borrower, Hermes and the Agent). The reasonable costs of mitigating the effect of any such change shall be borne by the Borrower save where such costs are of an internal administrative nature and are not incurred in dealings by any Lender with third parties.
7.2.4 Each Lender, on or prior to the date on which such Xxxxxx becomes a Lender hereunder, through the Agent (and from time to time thereafter as required by applicable law, but only for so long as such Lender is legally entitled to do so or the Agent is instructed to do so), shall deliver to the Borrower two (2) duly completed copies of either (a) Internal Revenue Service Form W-8BEN claiming eligibility of the Lender for benefits of an income tax treaty to which the United States is a party that reduces the rate of withholding on interest to zero or (b) Internal Revenue Service Form W-8ECI, or in either case an applicable successor form.
7.2.5 No person to which a Lender assigns part or all of its interest under this Agreement pursuant to Clause 17 shall be entitled to receive any greater increase in payment under Clause 7.2.1 than the assigning Xxxxxx would have been entitled to receive with respect to the rights assigned unless such assignment shall have been made at a time when the circumstances giving rise to such greater payment did not exist. Each assignee shall, on or prior to the date on which the assignor assigns all or part of its interest to such assignee, comply with the certification requirements of Clause 7.2.3.
Appears in 1 contract
Deductions and grossing-up. 7.2.1 Each payment to be made by the Borrower to a Lender or the Agent hereunder in Dollars or in Euro shall be made free and clear of and without deduction for or on account of Taxes unless the Borrower is required by law to make such a payment subject to the deduction or withholding of Taxes, in which case the sum payable by the Borrower in respect of which such deduction or withholding is required to be made shall be increased to the extent necessary to ensure that, after the making of such deduction or withholding, the Lender or the Agent receives and retains (free from any liability in respect of any such deduction or 40 withholding) a net sum equal to the sum which it would have received and so retained had no such deduction or withholding been made or required to be made.
7.2.2 Without prejudice to the provisions of Clause 7.2.1, if any Lender or the Agent on its behalf is required to make any payment on account of Tax (not being a tax imposed on the net income of its Office by the jurisdiction in which it is incorporated or in which its Office is located or any other tax existing and applicable on the date of this Agreement under the laws of any jurisdiction) on or in relation to any sum received or receivable hereunder by such Lender or the Agent on its behalf (including, without limitation, any sum received or receivable under this Clause 7) or any liability in respect of any such payment is asserted, imposed, levied or assessed against such Lender or the Agent on its behalf, the Borrower shall, upon demand of the Agent, indemnify such Lender or the Agent against such payment or liability, together with any interest, penalties and expenses payable or incurred in connection therewith, other than interest, penalties, and expenses (a) that accrue during any periods of time beginning on the thirty first (31st) day (or such longer period as any Lender may reasonably require) following the day on which the Lender or the Agent, as applicable, has actual knowledge of the imposition or assertion of such Taxes or other Taxes, or (b) that are otherwise imposed or asserted on account of the bad faith or wilful neglect of such Lender or the Agent. If any Lender proposes to make a claim under the provisions of this Clause 7.2.2 it shall certify to the Borrower in reasonable detail within thirty (30) days (or such longer period as any Lender may reasonably require) after becoming aware of the event by reason of which it is entitled to make its claim or claims the basis of its claim or claims, such certificate to be conclusive, save for manifest error.
7.2.3 Without affecting the Borrower’s 's obligations under Clause 7.2.1 and in consultation with the Agent, the affected Lender will then take all such reasonable steps as may be open to it to mitigate the effect of the event (for example (if then possible) by changing its Office or transferring some or all of its rights and obligations under this Agreement to another financial institution reasonably acceptable to the Borrower, Hermes and the Agent). The reasonable costs of mitigating the effect of any such change shall be borne by the Borrower save where such costs are of an internal administrative nature and are not incurred in dealings by any Lender with third parties.
7.2.4 Each Lender, on or prior to the date on which such Xxxxxx Lender becomes a Lender hereunder, through the Agent (and from time to time thereafter as required by applicable law, but only for so long as such Lender is legally entitled to do so or the Agent is instructed to do so), shall deliver to the Borrower two (2) duly completed copies of either (a) Internal Revenue Service Form W-8BEN claiming eligibility of the Lender for benefits of an income tax treaty to which the United States is a party that reduces the rate of withholding on interest to zero or (b) Internal Revenue Service Form W-8ECI, or in either case an applicable successor form.
7.2.5 No person to which a Lender assigns part or all of its interest under this Agreement pursuant to Clause 17 shall be entitled to receive any greater increase in payment under Clause 7.2.1 than the assigning Xxxxxx Lender would have been entitled to receive with respect to the rights assigned unless such assignment shall have been made at a time when the circumstances giving rise to such greater payment did not exist. Each assignee shall, on or prior to the date on which the assignor assigns all or part of its interest to such assignee, comply with the certification requirements of Clause 7.2.3.
Appears in 1 contract
Deductions and grossing-up. 7.2.1 8.2.1 Each payment to be made by the Borrower to a Lender or the Agent hereunder in Dollars or in Euro shall be made free and clear of and without deduction for or on account of Taxes unless the Borrower is required by law to make such a payment subject to the deduction or withholding of Taxes, in which case the sum payable by the Borrower in respect of which such deduction or withholding is required to be made shall be increased to the extent necessary to ensure that, after the making of such deduction or withholding, the Lender or the Agent receives and retains (free from any liability in respect of any such deduction or withholding) a net sum equal to the sum which it would have received and so retained had no such deduction or withholding been made or required to be made.
7.2.2 8.2.2 Without prejudice to the provisions of Clause 7.2.18.2.1, if any Lender or the Agent on its behalf is required to make any payment on account of Tax tax (not being a tax imposed on the net income of its Office Lending Branch by the jurisdiction in which it is incorporated or in which its Office Lending Branch is located or any other tax existing and applicable on the date of this Agreement Signing Date under the laws of any jurisdiction) or otherwise on or in relation to any sum received or receivable hereunder by such Lender or the Agent on its behalf (including, without limitation, any sum received or receivable under this Clause 7) 8) or any liability in respect of any such payment is asserted, imposed, levied or assessed against such Lender or the Agent on its behalf, the Borrower shall, upon demand of the Agent, indemnify such Lender or the Agent against such payment or liability, together with any interest, penalties and expenses payable or incurred in connection therewith, therewith other than interest, penalties, interest penalties and expenses (a) that accrue during any periods of time beginning on the thirty first (31st) day (or such longer period as any Lender may reasonably require) following the day on which the Lender or the Agent, as applicable, has actual knowledge of the imposition or assertion of such Taxes or other Taxes, or (b) that are otherwise imposed or asserted on account of the bad faith or wilful neglect of such Lender or the Agent. If any Lender Lxxxxx proposes to make a claim under the provisions of this Clause 7.2.2 it shall certify to the Borrower in reasonable detail within thirty (30) days (or such longer period as any Lender may reasonably require) after becoming aware of the event by reason of which it is entitled to make its claim or claims the basis of its claim or claims, such certificate to be conclusive, save for manifest error.
7.2.3 Without affecting the Borrower’s obligations under Clause 7.2.1 and in consultation with the Agent, the affected Lender will then take all such reasonable steps as may be open to it to mitigate the effect of the event (for example (if then possible) by changing its Office or transferring some or all of its rights and obligations under this Agreement to another financial institution reasonably acceptable to the Borrower, Hermes and the Agent). The reasonable costs of mitigating the effect of any such change shall be borne by the Borrower save where such costs are of an internal administrative nature and are not incurred in dealings by any Lender with third parties.
7.2.4 Each Lender, on or prior to the date on which such Xxxxxx becomes a Lender hereunder, through the Agent (and from time to time thereafter as required by applicable law, but only for so long as such Lender is legally entitled to do so or the Agent is instructed to do so), shall deliver to the Borrower two (2) duly completed copies of either (a) Internal Revenue Service Form W-8BEN claiming eligibility of the Lender for benefits of an income tax treaty to which the United States is a party that reduces the rate of withholding on interest to zero or (b) Internal Revenue Service Form W-8ECI, or in either case an applicable successor form.
7.2.5 No person to which a Lender assigns part or all of its interest under this Agreement pursuant to Clause 17 shall be entitled to receive any greater increase in payment under Clause 7.2.1 than the assigning Xxxxxx would have been entitled to receive with respect to the rights assigned unless such assignment shall have been made at a time when the circumstances giving rise to such greater payment did not exist. Each assignee shall, on or prior to the date on which the assignor assigns all or part of its interest to such assignee, comply with the certification requirements of Clause 7.2.3.this
Appears in 1 contract
