Common use of Inability of a Bank Clause in Contracts

Inability of a Bank. If any Bank that is not a United States ------------------- person (as such term is defined in Section 7701(a)(30) of the Code) determines that, as a result of any Regulatory Change, the Borrowers are required by law or regulation to make any deduction, withholding or backup withholding of any taxes, levies, imposts, duties, fees, liabilities or similar charges of the United States of America, any possession or territory of the United States of America (including the Commonwealth of Puerto Rico) or any area subject to the jurisdiction of the United States of America ("U.S. Taxes") from any payments to a Bank pursuant to any Loan ---------- Document in respect of the Obligations payable to such Bank then or thereafter outstanding, the amount payable will be increased to the amount which, after deduction from such increased amount of all U.S. Taxes required to be withheld or deducted therefrom, will yield the amount required under any Loan Document to be paid with respect thereto; provided, -------- that the Borrowers shall not be required to pay any additional amount pursuant to this Section 2.27(b) to any Bank (i) that is not, either on the date this Agreement is executed by such Bank or on the date such Bank becomes such under Section 9.6(c), either (x) entitled to submit Form 1001 (relating to such Bank and entitling it to a complete exemption from withholding on all payments to be received by such Bank hereunder) or Form 4224 (relating to all payments to be received by such Bank hereunder) or (y) a United States person (as such term is defined in Section 7701(a)(30) of the Code), or (ii) that has failed to submit any form or certificate that it was required to file pursuant to subsection (a) and entitled to file under applicable law or (iii) arising from such Bank's failure to comply with any certification, identification or other similar requirement under United States income tax laws or regulations (including backup withholding) to establish entitlement to exemption from such U.S. Taxes; and provided, further, that if a Bank, as a result of any -------- ------- amount paid by the Borrowers to such Bank pursuant to this Section 2.27, shall realize a tax credit or refund, which tax credit or refund would not have been realized but for the Borrowers' payment of such amount, such Bank shall pay to the Borrowers an amount equal to such tax credit or refund. Each Bank may determine the portion, if any, of any tax credit or refund attributable to the Borrowers' payments using such attribution and accounting methods as such Bank reasonably selects, and such Bank's determination of the portion of any tax credit or refund attributable to the Borrowers' payments shall be conclusive in the absence of manifest error. The obligation of the Borrowers under this Section 2.27(b) shall survive the payment in full of the Obligations and the termination of the Commitments of such Bank.

Inability of a Bank. If any Bank that is not a United States ------------------- person (as such term is defined in Section 7701(a)(30) of the Code) determines that, as a result of any Regulatory Change, the Borrowers are Company is required by law or regulation to make any deduction, withholding or backup withholding of any taxes, levies, imposts, duties, fees, liabilities or similar charges of the United States of America, any possession or territory of the United States of America (including the Commonwealth of Puerto Rico) or any area subject to the jurisdiction of the United States of America ("U.S. TaxesTAXES") from any payments to a Bank pursuant to any Loan ---------- Document in respect of the Obligations payable to such Bank then or thereafter outstanding, the amount payable will be increased to the amount which, after deduction from such increased amount of all U.S. Taxes required to be withheld or deducted therefrom, will yield the amount required under any Loan Document to be paid with respect thereto; providedPROVIDED, -------- that the Borrowers Company shall not be required to pay any additional amount pursuant to this Section 2.27(b2.29(b) to any Bank (i) that is not, either on the date this Agreement is executed by such Bank or on the date such Bank becomes such under Section 9.6(c8.02(b) or 8.05(b), either (x) entitled to submit Form 1001 (relating to such Bank and entitling it to a complete exemption from withholding on all payments to be received by such Bank hereunder) or Form 4224 (relating to all payments to be received by such Bank hereunder) or (y) a United States person (as such term is defined in Section 7701(a)(30) of the Code), or (ii) that has failed to submit any form or certificate that it was required to file pursuant to subsection (a) and entitled to file under applicable law or (iii) arising from such Bank's failure to comply with any certification, identification or other similar requirement under United States income tax laws or regulations (including backup withholding) to establish entitlement to exemption from such U.S. Taxes; and providedP ROVIDED, furtherFURTHER, that if a Bank, as a result of any -------- ------- amount paid by the Borrowers Company to such Bank pursuant to this Section 2.272.29, shall realize a tax credit or refund, which tax credit or refund would not have been realized but for the Borrowers' Company's payment of such amount, such Bank shall pay to the Borrowers Company an amount equal to such tax credit or refund. Each Bank may determine the portion, if any, of any tax credit or refund attributable to the Borrowers' Company's payments using such attribution and accounting methods as such Bank reasonably selects, and such Bank's determination of the portion of any tax credit or refund attributable to the Borrowers' Company's payments shall be conclusive in the absence of manifest error. The obligation of the Borrowers Company under this Section 2.27(b2.29(b) shall survive the payment in full of the Obligations and the termination of the Commitments of such Bank.

Inability of a Bank. If any Bank that is not a United States ------------------- person (as such term is defined in Section 7701(a)(30) of the Code) determines that, as a result of any Regulatory Changechange in law or regulation or the interpretation thereof, the Borrowers are Borrower or the Agent is required by law or regulation to make any deduction, withholding or backup withholding (in which case the Borrower or the Agent is hereby authorized to make such deduction, withholding or backup withholding) of any taxes, levies, imposts, duties, fees, liabilities or similar charges of the United States of America, any possession or territory of the United States of America (including the Commonwealth of Puerto Rico) or any area subject to the jurisdiction of the United States of America ("U.S. Taxes") from any payments to a Bank pursuant to any Loan ---------- Document in respect of the Obligations obligations payable to such Bank then or thereafter outstandingoutstanding under this Agreement or that Bank's Note, the amount payable will be increased to the amount which, after deduction from such increased amount of all U.S. Taxes required to be withheld or deducted therefrom, will yield the amount required under any Loan Document to be paid with respect thereto; provided, -------- that the Borrowers Borrower shall not be required to pay any additional amount pursuant to this Section 2.27(b11.14(b) to any Bank (i) that is not, either on the date this Agreement is executed by such Bank or on the date such Bank becomes such under Section 9.6(c11.4(c), either (x) entitled to submit Form 1001 (relating to such Bank and entitling it to a complete exemption from withholding on all payments to be received by such Bank hereunder) or Form 4224 (relating to all payments to be received by such Bank hereunder) or (y) a United States person (as such term is defined in Section 7701(a)(30) of the Code), or (ii) that has failed to submit any form or certificate that it was required to file pursuant to subsection (a) and entitled to file under applicable law or (iii) arising from such Bank's failure to comply with any certification, identification or other similar requirement under United States income tax laws or regulations (including backup withholding) to establish entitlement to exemption from such U.S. Taxes; and provided, further, that if a Bank, as a result of any -------- ------- amount paid by the Borrowers Borrower to such Bank pursuant to this Section 2.2711.14, shall realize a tax credit or refund, which tax credit or refund would not have been realized but for the Borrowers' Borrower's payment of such amount, such Bank shall pay to the Borrowers Borrower an amount equal to such tax credit or refund. Each Bank may determine the portion, if any, of any tax credit or refund attributable to the Borrowers' Borrower's payments using such attribution and accounting methods as such Bank reasonably selects, and such Bank's determination of the portion of any tax credit or refund attributable to the Borrowers' Borrower's payments shall be conclusive in the absence of manifest error. The obligation of the Borrowers Borrower under this Section 2.27(b11.14(b) shall survive the payment in full of the Obligations and the termination of the Commitments of such Bank.

Inability of a Bank. If any Bank that is not a United States ------------------- person (as such term is defined in Section 7701(a)(30) of the Code) determines that, as a result of any Regulatory Change, the Borrowers are Borrower or the Agent is required by law or regulation to make any deduction, withholding or backup withholding of any taxes, levies, imposts, duties, fees, liabilities or similar charges of the United States of America, any possession or territory of the United States of America (including the Commonwealth of Puerto Rico) or any area subject to the jurisdiction of the United States of America ("U.S. Taxes") from any payments to a Bank pursuant to any Loan ---------- Document in respect of the Obligations payable to such Bank then or thereafter outstanding, the amount payable by the Borrower will be increased to the amount which, after deduction from such increased amount of all U.S. Taxes required to be withheld or deducted therefrom, will yield the amount required under any Loan Document to be paid with respect thereto; provided, -------- that the Borrowers Borrower shall not be required to pay any additional amount pursuant to this Section 2.27(b2.19(b) to any Bank (i) that is not, either on the date this Agreement is executed by such Bank or on the date such Bank becomes such under Section 9.6(c)a party hereto, either as applicable, is neither (x) entitled to submit Form 1001 (relating to such Bank and entitling it to a complete exemption from withholding on all payments to be received by such Bank hereunder) or Form 4224 (relating to all payments to be received by such Bank hereunder) or nor (y) a United States person (as such term is defined in Section 7701(a)(30) of the Code), or (ii) that has failed to submit any form or certificate that it was required to file pursuant to subsection (a) and entitled to file under applicable law or (iii) arising from such Bank's failure to comply with any certification, identification or other similar requirement under United States income tax laws or regulations (including backup withholding) to establish entitlement to exemption from such U.S. Taxes; and provided, further, that if a Bank, as a result of any -------- ------- amount paid by the Borrowers Borrower to such Bank pursuant to this Section 2.272.19, shall realize a tax credit or refund, which tax credit or refund would not have been realized but for the Borrowers' Borrower's payment of such amount, such Bank shall pay to the Borrowers Borrower an amount equal to such tax credit or refund. Each Bank may determine the portion, if any, of any tax credit or refund attributable to the Borrowers' Borrower's payments using such attribution and accounting methods as such Bank reasonably selects, and such Bank's determination of the portion of any tax credit or refund attributable to the Borrowers' Borrower's payments shall be conclusive in the absence of manifest error. The obligation of the Borrowers Borrower under this Section 2.27(b2.19(b) shall survive the payment in full of the Obligations and the termination of the Commitments Revolving Commitment of such Bank.

Inability of a Bank. If any Bank that is not a United States ------------------- person (as such term is defined in Section SECTION 7701(a)(30) of the Code) determines that, as a result of any Regulatory Change, the Borrowers are required by law or regulation to make any deduction, withholding or backup withholding of any taxes, levies, imposts, duties, fees, liabilities or similar charges of the United States of America, any possession or territory of the United States of America (including the Commonwealth of Puerto Rico) or any area subject to the jurisdiction of the United States of America ("U.S. TaxesTAXES") from any payments to a Bank pursuant to any Loan ---------- Document in respect of the Obligations payable to such Bank then or thereafter outstanding, the amount payable will be increased to the amount which, after deduction from such increased amount of all U.S. Taxes required to be withheld or deducted therefrom, will yield the amount required under any Loan Document to be paid with respect thereto; providedPROVIDED, -------- that the Borrowers shall not be required to pay any additional amount pursuant to this Section 2.27(bSECTION 2.18(b) to any Bank (i) that is not, either on the date this Agreement is executed by such Bank or on the date such Bank becomes such under Section SECTION 9.6(c), either (x) entitled to submit Form 1001 (relating to such Bank and entitling it to a complete exemption from withholding on all payments to be received by such Bank hereunder) or Form 4224 (relating to all payments to be received by such Bank hereunder) or (y) a United States person (as such term is defined in Section SECTION 7701(a)(30) of the Code), or (ii) that has failed to submit any form or certificate that it was required to file pursuant to subsection (a) and entitled to file under applicable law or (iii) arising from such Bank's failure to comply with any certification, identification or other similar requirement under United States income tax laws or regulations (including backup withholding) to establish entitlement to exemption from such U.S. Taxes; and providedPROVIDED, furtherFURTHER, that if a Bank, as a result of any -------- ------- amount paid by the Borrowers to such Bank pursuant to this Section 2.27SECTION 2.18, shall realize a tax credit or refund, which tax credit or refund would not have been realized but for the Borrowers' payment of such amount, such Bank shall pay to the Borrowers an amount equal to such tax credit or refund. Each Bank may determine the portion, if any, of any tax credit or refund attributable to the Borrowers' payments using such attribution and accounting methods as such Bank reasonably selects, and such Bank's determination of the portion of any tax credit or refund attributable to the Borrowers' Borrower's payments shall be conclusive in the absence of manifest error. The obligation of the Borrowers under this Section 2.27(bSECTION 2.18(b) shall survive the payment in full of the Obligations and the termination of the Commitments of such Bank.

Inability of a Bank. If any Bank that is not a United States ------------------- person (as such term is defined in Section 7701(a)(30) of the Code) determines that, as a result of any Regulatory Change, the Borrowers are Company is required by law or regulation to make any deduction, withholding or backup withholding of any taxes, levies, imposts, duties, fees, liabilities or similar charges of the United States of America, any possession or territory of the United States of America (including the Commonwealth of Puerto Rico) or any area subject to the jurisdiction of the United States of America ("U.S. TaxesTAXES") from any payments to a Bank pursuant to any Loan ---------- Document in respect of the Obligations payable to such Bank then or thereafter outstanding, the amount payable will be increased to the amount which, after deduction from such increased amount of all U.S. Taxes required to be withheld or deducted therefrom, will yield the amount required under any Loan Document to be paid with respect thereto; providedPROVIDED, -------- that the Borrowers Company shall not be required to pay any additional amount pursuant to this Section 2.27(b2.28(b) to any Bank (i) that is not, either on the date this Agreement is executed by such Bank or on the date such Bank becomes such under Section 9.6(c8.01(b) or 8.05(b), either (x) entitled to submit Form 1001 (relating to such Bank and entitling it to a complete exemption from withholding on all payments to be received by such Bank hereunder) or Form 4224 (relating to all payments to be received by such Bank hereunder) or (y) a United States person (as such term is defined in Section 7701(a)(30) of the Code), or (ii) that has failed to submit any form or certificate that it was required to file pursuant to subsection (a) and entitled to file under applicable law or (iii) arising from such Bank's failure to comply with any certification, identification or other similar requirement under United States income tax laws or regulations (including backup withholding) to establish entitlement to exemption from such U.S. Taxes; and providedPROVIDED, furtherFURTHER, that if a Bank, as a result of any -------- ------- amount paid by the Borrowers Company to such Bank pursuant to this Section 2.272.28, shall realize a tax credit or refund, which tax credit or refund would not have been realized but for the Borrowers' Company's payment of such amount, such Bank shall pay to the Borrowers Company an amount equal to such tax credit or refund. Each Bank may determine the portion, if any, of any tax credit or refund attributable to the Borrowers' Company's payments using such attribution and accounting methods as such Bank reasonably selects, and such Bank's determination of the portion of any tax credit or refund attributable to the Borrowers' Company's payments shall be conclusive in the absence of manifest error. The obligation of the Borrowers Company under this Section 2.27(b) shall survive the payment in full of the Obligations and the termination of the Commitments of such Bank.this

Inability of a Bank. If any Bank that is not a United States ------------------- person (as such term is defined in Section 7701(a)(30) of the Code) determines that, as a result of any Regulatory Change, the Borrowers are required by law or regulation to make any deduction, withholding or backup withholding of any taxes, levies, imposts, duties, fees, liabilities or similar charges of the United States of America, any possession or territory of the United States of America (including the Commonwealth of Puerto Rico) or any area subject to the jurisdiction of the United States of America ("U.S. TaxesTAXES") from any payments to a Bank pursuant to any Loan ---------- Document in respect of the Obligations payable to such Bank then or thereafter outstanding, the amount payable will be increased to the amount which, after deduction from such increased amount of all U.S. Taxes required to be withheld or deducted therefrom, will yield the amount required under any Loan Document to be paid with respect thereto; providedPROVIDED, -------- that the Borrowers shall not be required to pay any additional amount pursuant to this Section 2.27(b2.24(b) to any Bank (i) that is not, either on the date this Agreement is executed by such Bank or on the date such Bank becomes such under Section 9.6(c), either (x) entitled to submit Form 1001 (relating to such Bank and entitling it to a complete exemption from withholding on all payments to be received by such Bank hereunder) or Form 4224 (relating to all payments to be received by such Bank hereunder) or (y) a United States person (as such term is defined in Section 7701(a)(30) of the Code), or (ii) that has failed to submit any form or certificate that it was required to file pursuant to subsection (a) and entitled to file under applicable law or (iii) arising from such Bankbank's failure to comply with any certification, identification or other similar requirement under United States income tax laws or regulations (including backup withholding) to establish entitlement to exemption from such U.S. Taxes; and providedPROVIDED, furtherFURTHER, that if a Bank, as a result of any -------- ------- amount paid by the Borrowers to such Bank pursuant to this Section 2.272.24, shall realize a tax credit or refund, which tax credit or refund would not have been realized but for the Borrowers' borrowers payment of such amount, such Bank shall pay to the Borrowers an amount equal to such tax credit or refund. Each Bank may determine the portion, if any, of any tax credit or refund attributable to the Borrowers' payments using such attribution and accounting methods as such Bank reasonably selects, and such Bankbank's determination of the portion of any tax credit or refund attributable to the Borrowers' borrower's payments shall be conclusive in the absence of manifest error. The obligation of the Borrowers under this Section 2.27(b2.24(b) shall survive the payment in full of the Obligations and the termination of the Commitments of such Bank.

Inability of a Bank. If any Bank that is not a United States ------------------- person (as such term is defined in Section 7701(a)(30) of the Code) determines that, as a result of any Regulatory Change, the Borrowers are Borrower is required by law or regulation to make any deduction, withholding or backup withholding of any taxes, levies, imposts, duties, fees, liabilities or similar charges of the United States of America, any possession or territory of the United States of America (including the Commonwealth of Puerto Rico) or any area subject to the jurisdiction of the United States of America ("U.S. TaxesTAXES") from any payments to a Bank pursuant to any Loan ---------- Document in respect of the Obligations payable to such Bank then or thereafter outstanding, the amount payable will be increased to the amount which, after deduction from such increased amount of all U.S. Taxes required to be withheld or deducted therefrom, will yield the amount required under any Loan Document to be paid with respect thereto; providedPROVIDED, -------- that the Borrowers Borrower shall not be required to pay any additional amount pursuant to this Section 2.27(b2.28(b) to any Bank (i) that is not, either on the date this Agreement is executed by such Bank or on the date such Bank becomes such under Section 9.6(c)9.6, either (x) entitled to submit Form 1001 (relating to such Bank and entitling it to a complete exemption from withholding on all payments to be received by such Bank hereunder) or Form 4224 (relating to all payments to be received by such Bank hereunder) or (y) a United States person (as such term is defined in Section 7701(a)(30) of the Code), or (ii) that has failed to submit any form or certificate that it was required to file pursuant to subsection (a) and entitled to file under applicable law or (iii) arising from such Bank's failure to comply with any certification, identification or other similar requirement under United States income tax laws or regulations (including backup withholding) to establish entitlement to exemption from such U.S. Taxes; and providedPROVIDED, furtherFURTHER, that if a Bank, as a result of any -------- ------- amount paid by the Borrowers Borrower to such Bank pursuant to this Section 2.272.28, shall realize a tax credit or refund, which tax credit or refund would not have been realized but for the Borrowers' Borrower's payment of such amount, such Bank shall pay to the Borrowers Borrower an amount equal to such tax credit or refund. Each Bank may determine the portion, if any, of any tax credit or refund attributable to the Borrowers' Borrower's payments using such attribution and accounting methods as such Bank reasonably selects, and such Bank's determination of the portion of any tax credit or refund attributable to the Borrowers' Borrower's payments shall be conclusive in the absence of manifest error. The obligation of the Borrowers Borrower under this Section 2.27(b2.28(b) shall survive the payment in full of the Obligations and the termination of the Commitments Commitment of such Bank.

Inability of a Bank. If any Bank that is not a United States ------------------- person (as such term is defined in Section 7701(a)(30) of the Code) determines that, as a result of any Regulatory Change, the Borrowers are required by law or regulation to make any deduction, withholding or backup withholding of any taxes, levies, imposts, duties, fees, liabilities or similar charges of the United States of America, any possession or territory of the United States of America (including the Commonwealth of Puerto Rico) or any area subject to the jurisdiction of the United States of America ("U.S. Taxes") from any payments to a Bank ------------ pursuant to any Loan ---------- Document in respect of the Obligations payable to such Bank then or thereafter outstanding, the amount payable will be increased to the amount which, after deduction from such increased amount of all U.S. Taxes required to be withheld or deducted therefrom, will yield the amount required under any Loan Document to be paid with respect thereto; provided, -------- that the Borrowers shall not be required to pay any additional amount pursuant to this Section 2.27(b) to any Bank (i) that is not, either on the date this Agreement is executed by such Bank or on the date such Bank becomes such under Section 9.6(c), either (x) entitled to submit Form 1001 (relating to such Bank and entitling it to a complete exemption from withholding on all payments to be received by such Bank hereunder) or Form 4224 (relating to all payments to be received by such Bank hereunder) or (y) a United States person (as such term is defined in Section 7701(a)(30) of the Code), or (ii) that has failed to submit any form or certificate that it was required to file pursuant to subsection (a) and entitled to file under applicable law or (iii) arising from such Bank's failure to comply with any certification, identification or other similar requirement under United States income tax laws or regulations (including backup withholding) to establish entitlement to exemption from such U.S. Taxes; and provided, further, that if a Bank, as a result of any -------- ------- amount paid by -------- ------- the Borrowers to such Bank pursuant to this Section 2.27, shall realize a tax credit or refund, which tax credit or refund would not have been realized but for the Borrowers' payment of such amount, such Bank shall pay to the Borrowers an amount equal to such tax credit or refund. Each Bank may determine the portion, if any, of any tax credit or refund attributable to the Borrowers' payments using such attribution and accounting methods as such Bank reasonably selects, and such Bank's determination of the portion of any tax credit or refund attributable to the Borrowers' payments shall be conclusive in the absence of manifest error. The obligation of the Borrowers under this Section 2.27(b) shall survive the payment in full of the Obligations and the termination of the Commitments of such Bank.