Common use of Obligations in Respect of Non-U.S. Lenders Clause in Contracts

Obligations in Respect of Non-U.S. Lenders. The Borrower shall not be required to indemnify any Non-U.S. Lender or to pay any additional amounts to any Non-U.S. Lender, in respect of Taxes (other than Other Taxes) pursuant to subsection (a) above to the extent that the obligation to withhold amounts with respect to Taxes (other than Other Taxes) existed on the date such Non-U.S. Lender became a party to this Agreement (or, in the case of a participant, on the date such participant acquired its participation interest) or, with respect to payments to a new Applicable Lending Office, the date such Non-U.S. Lender designated such new Applicable Lending Office with respect to a Loan; provided, however, that this subsection (e) shall not apply (i) to any participant or new Applicable Lending Office that becomes a participant or new Applicable Lending Office as a result of an assignment, participation, transfer or designation made at the request of the Borrower and (ii) to the extent the indemnity payment or additional amounts any participant, or any Lender acting through a new Applicable Lending Office, would be entitled to receive (without regard to this subsection (e)) do not exceed the indemnity payment or additional amounts that the Person making the assignment, participation or transfer to such participant, or Lender (or participant) making the designation of such new Applicable Lending Office, would have been entitled to receive in the absence of such assignment, participation, transfer or designation.

Obligations in Respect of Non-U.S. Lenders. The Borrower shall not be required to indemnify any Non-U.S. Lender or to pay any additional amounts to any Non-U.S. Lender, in respect of Taxes (other than Other Taxes) United States Federal withholding tax pursuant to subsection subsections (a) or (b) above to the extent that the obligation to withhold amounts with respect to Taxes (other than Other Taxes) United States Federal withholding tax existed on the date such Non-U.S. Lender became a party to this Agreement (or, in the case of a participant, on the date such participant acquired its participation interest) or, with respect to payments to a new Applicable Lending Office, the date such Non-U.S. Lender designated such new Applicable Lending Office with respect to a Loan; provided, however, that this subsection (ef) shall not apply (i) to any participant or new Applicable Lending Office that becomes a participant or new Applicable Lending Office as a result of an assignment, participation, transfer or designation made at the request of the Borrower and (ii) to the extent the indemnity payment or additional amounts any participant, or any Lender acting through a new Applicable Lending Office, would be entitled to receive (without regard to this subsection (ef)) do not exceed the indemnity payment or additional amounts that the Person making the assignment, participation or transfer to such participant, or Lender (or participant) making the designation of such new Applicable Lending Office, would have been entitled to receive in the absence of such assignment, participation, transfer or designation.

Obligations in Respect of Non-U.S. Lenders. The Borrower shall not be required to indemnify any Non-U.S. Lender or to pay any additional amounts to any Non-U.S. Lender, in respect of Taxes (other than Other Taxes) pursuant to subsection subsections (a) above to the extent that the obligation to withhold amounts with respect to Taxes (other than Other Taxes) existed on the date such Non-U.S. Lender became a party to this Agreement (or, in the case of a participant, on the date such participant acquired its participation interest) or, with respect to payments to a new Applicable Lending Office, the date such Non-U.S. Lender designated such new Applicable Lending Office with respect to a Loan; provided, however, that this subsection (e) shall not apply (i) to any participant or new Applicable Lending Office that becomes a participant or new Applicable Lending Office as a result of an assignment, participation, transfer or designation made at the request of the Borrower and (ii) to the extent the indemnity payment or additional amounts any participant, or any Lender acting through a new Applicable Lending Office, would be entitled to receive (without regard to this subsection (e)) do not exceed the indemnity payment or additional amounts that the Person making the assignment, participation or transfer to such participant, or Lender (or participant) making the designation of such new Applicable Lending Office, would have been entitled to receive in the absence of such assignment, participation, transfer or designation.

Obligations in Respect of Non-U.S. Lenders. The Borrower shall not be required to indemnify any Non-U.S. Lender or related Protected Party or to pay any additional amounts to any Non-U.S. LenderLender or related Protected Party, in respect of Taxes (other than Other Taxes) United States Federal withholding Tax pursuant to subsection subsections (a) or (c) above (and such Tax shall not be considered an “Indemnified Tax”) to the extent that the obligation to withhold amounts with respect to Taxes (other than Other Taxes) United States Federal withholding Tax existed on the date such Non-U.S. Lender became a party to this Agreement (or, in the case of a participant, on the date such participant acquired its participation interest) or, or to the extent such obligation to withhold amounts with respect to payments to United States federal withholding Tax arises after such date as a new Applicable Lending Officeresult of a change in residence, the date place of incorporation, principal place of business, or office or location in which Loans governed by this Agreement are booked or recorded by such Non-U.S. Lender designated such new Applicable Lending Office with respect to a Loanor Protected Party; provided, however, that this subsection (ef) shall not apply (i) to any Lender or participant or new Applicable Lending Office that becomes a Lender or participant or new Applicable Lending Office as a result of an assignment, participation, transfer or designation made at the request of the Borrower and or where a change of office or location in which Loans governed by this Agreement are booked or recorded is made at the request of the Borrower or (ii) to the extent the indemnity payment or additional amounts any participant, Lender or any Lender acting through a new Applicable Lending Office, participant would be entitled to receive (without regard to this subsection (ef)) do not exceed the indemnity payment or additional amounts that the Person making the assignment, participation or transfer to such participant, Lender or Lender (or participant) making the designation of such new Applicable Lending Office, participant would have been entitled to receive in the absence of such assignment, participation, transfer or designation.

Obligations in Respect of Non-U.S. Lenders. The Borrower shall not be required to indemnify any Non-U.S. Lender or to pay any additional amounts to any Non-U.S. Lender, in respect of Taxes (other than Other Taxes) United States Federal withholding tax pursuant to subsection subsections (a) or (b) above to the extent that the obligation to withhold amounts with respect to Taxes (other than Other Taxes) United States Federal withholding tax existed on the date such Non-U.S. Lender became a party to this Agreement (or, in the case of a participant, on the date such participant acquired its participation interest) or, with respect to payments to a new Applicable Lending Office, the date such Non-U.S. Lender designated such new Applicable Lending Office with respect to a Loan; provided, however, provided that this subsection (ef) shall not apply (i) to any participant or new Applicable Lending Office that becomes a participant or new Applicable Lending Office as a result of an assignment, participation, transfer or designation made at the request of the Borrower and (ii) to the extent the indemnity payment or additional amounts any participant, or any Lender acting through a new Applicable Lending Office, would be entitled to receive (without regard to this subsection (ef)) do not exceed the indemnity payment or additional amounts that the Person making the assignment, participation or transfer to such participant, or Lender (or participant) making the designation of such new Applicable Lending Office, would have been entitled to receive in the absence of such assignment, participation, transfer or designation.

Obligations in Respect of Non-U.S. Lenders. The Borrower shall not be required to indemnify any Non-U.S. Lender or related Protected Party or to pay any additional amounts to any Non-U.S. LenderLender or related Protected Party, in respect of Taxes (other than Other Taxes) United States Federal withholding tax pursuant to subsection subsections (a) or (c) above to the extent that the obligation to withhold amounts with respect to Taxes (other than Other Taxes) United States Federal withholding tax existed on the date such Non-U.S. Lender became a party to this Agreement (or, in the case of a participant, on the date such participant acquired its participation interest) or, or to the extent such obligation to withhold amounts with respect to payments to United States federal withholding tax arises after such date as a new Applicable Lending Officeresult of a change in residence, the date place of incorporation, principal place of business, or office or location in which Loans governed by this Agreement are booked or recorded by such Non-U.S. Lender designated such new Applicable Lending Office with respect to a Loanor Protected Party; provided, however, that this subsection (ef) shall not apply (i) to any participant or new Applicable Lending Office that becomes a participant or new Applicable Lending Office as a result of an assignment, participation, transfer or designation made at the request of the Borrower or where a change of office or location in which Loans governed by this Agreement are booked or recorded is made at the request of the Borrower and (ii) to the extent the indemnity payment or additional amounts any participant, or any Lender acting through a new Applicable Lending Office, participant would be entitled to receive (without regard to this subsection (ef)) do not exceed the indemnity payment or additional amounts that the Person making the assignment, participation or transfer to such participant, or Lender (or participant) making the designation of such new Applicable Lending Office, participant would have been entitled to receive in the absence of such assignment, participation, transfer or designation.

Obligations in Respect of Non-U.S. Lenders. The Borrower shall not be required to indemnify any Non-U.S. Lender or related Protected Party or to pay any additional amounts to any Non-U.S. LenderLender or related Protected Party, in respect of Taxes (other than Other Taxes) United States Federal withholding Tax pursuant to subsection subsections (a) or (c) above (and such Tax shall not be considered an “Indemnified Tax”) to the extent that the obligation to withhold amounts with respect to Taxes (other than Other Taxes) United States Federal withholding Tax existed on the date such Non-U.S. Lender became a party to this Agreement (or, in the case of a participant, on the date such participant acquired its participation interest) or, or to the extent such obligation to withhold amounts with respect to payments to United States federal withholding Tax arises after such date as a new Applicable Lending Officeresult of a change in residence, the date place of incorporation, principal place of business, or office or location in which Loans governed by this Agreement are booked or recorded by such Non-U.S. Lender designated such new Applicable Lending Office with respect to a Loanor Protected Party; provided, however, that this subsection (ef) shall not apply (i) to any participant or new Applicable Lending Office that becomes a participant or new Applicable Lending Office as a result of an assignment, participation, transfer or designation made at the request of the Borrower or where a change of office or location in which Loans governed by this Agreement are booked or recorded is made at the request of the Borrower and (ii) to the 762040188 extent the indemnity payment or additional amounts any participant, or any Lender acting through a new Applicable Lending Office, participant would be entitled to receive (without regard to this subsection (ef)) do not exceed the indemnity payment or additional amounts that the Person making the assignment, participation or transfer to such participant, or Lender (or participant) making the designation of such new Applicable Lending Office, participant would have been entitled to receive in the absence of such assignment, participation, transfer or designation.

Obligations in Respect of Non-U.S. Lenders. The Borrower shall not be required to indemnify any Non-U.S. Lender or related Protected Party or to pay any additional amounts to any Non-U.S. LenderLender or related Protected Party, in respect of Taxes (other than Other Taxes) United States Federal withholding tax pursuant to subsection subsections (a) or (b) above to the extent that the obligation to withhold amounts with respect to Taxes (other than Other Taxes) United States Federal withholding tax existed on the date such Non-U.S. Lender became a party to this Agreement (or, in the case of a participant, on the date such participant acquired its participation interest) or, or to the extent such obligation to withhold amounts with respect to payments to United States federal withholding tax arises after such date as a new Applicable Lending Officeresult of a change in residence, the date place of incorporation, principal place of business, or office or location in which Loans governed by this Agreement are booked or recorded by such Non-U.S. Lender designated such new Applicable Lending Office with respect to a Loanor Protected Party; provided, however, that this subsection (ef) shall not apply (i) to any participant or new Applicable Lending Office that becomes a participant or new Applicable Lending Office as a result of an assignment, participation, transfer or designation made at the request of the Borrower or where a change of office or location in which Loans governed by this Agreement are booked or recorded is made at the request of the Borrower and (ii) to the extent the indemnity payment or additional amounts any participant, or any Lender acting through a new Applicable Lending Office, participant would be entitled to receive (without regard to this subsection (ef)) do not exceed the indemnity payment or additional amounts that the Person making the assignment, participation or transfer to such participant, or Lender (or participant) making the designation of such new Applicable Lending Office, participant Second Amended and Restated Warehouse Loan Agreement would have been entitled to receive in the absence of such assignment, participation, transfer or designation.

Obligations in Respect of Non-U.S. Lenders. The Borrower shall not be required to indemnify any Non-U.S. Lender or related Protected Party or to pay any additional amounts to any Non-U.S. LenderLender or related Protected Party, in respect of Taxes (other than Other Taxes) United States Federal withholding tax pursuant to subsection subsections (a) or (b) above to the extent that the obligation to withhold amounts with respect to Taxes (other than Other Taxes) United States Federal withholding tax existed on the date such Non-U.S. Lender became a party to this Agreement (or, in the case of a participant, on the date such participant acquired its participation interest) or, or to the extent such obligation to withhold amounts with respect to payments to United States federal withholding tax arises after such date as a new Applicable Lending Officeresult of a change in residence, the date place of incorporation, principal place of business, or office or location in which Loans governed by this Agreement are booked or recorded by such Non-U.S. Lender designated such new Applicable Lending Office with respect to a Loanor Protected Party; provided, however, that this subsection (ef) shall not apply (i) to any participant or new Applicable Lending Office that becomes a participant or new Applicable Lending Office as a result of an assignment, participation, transfer or designation made at the request of the Borrower or where a change of office or location in which Loans governed by this Agreement are booked or recorded is made at the request of the Borrower and (ii) to the extent the indemnity payment or additional amounts any participant, or any Lender acting through a new Applicable Lending Office, participant would be entitled to receive (without regard to this subsection (ef)) do not exceed the indemnity payment or additional amounts that the Person making the assignment, participation or transfer to such participant, or Lender (or participant) making the designation of such new Applicable Lending Office, participant would have been entitled to receive in the absence of such assignment, participation, transfer or designation.. Amended and Restated Warehouse Loan Agreement

Obligations in Respect of Non-U.S. Lenders. The Borrower shall not be required to indemnify any Non-U.S. Lender or to pay any additional amounts to any Non-–U.S. Lender, in respect of Taxes (other than Other Taxes) United States Federal withholding tax pursuant to subsection Section 3.01(a) or (ab) above to the extent that the obligation to withhold amounts with respect to Taxes (other than Other Taxes) United States Federal withholding tax existed on the date such Non-–U.S. Lender became a party to this Agreement (or, in the case of a participant, on the date such participant acquired its participation interest) or, with respect to payments to a new Applicable Lending Office, the date such Non-–U.S. Lender designated such new Applicable Lending Office with respect to a Loan; provided, however, that this subsection (eSection 3.01(f) shall not apply (i) to any participant or new Applicable Lending Office that becomes a participant or new Applicable Lending Office as a result of an assignment, participation, transfer or designation made at the request of the any Borrower and or (ii) to the extent the indemnity payment or additional amounts any participant, or any Lender acting through a new Applicable Lending Office, would be entitled to receive (without regard to this subsection (eSection 3.01(f)) do not exceed the indemnity payment or additional amounts that the Person making the assignment, participation or transfer to such participant, or Lender (or participant) making the designation of such new Applicable Lending Office, would have been entitled to receive in the absence of such assignment, participation, transfer or designation.

Obligations in Respect of Non-U.S. Lenders. The Borrower shall not be required to indemnify any Non-U.S. Lender or related Tax Protected Party or to pay any additional amounts to any Non-U.S. LenderLender or related Tax Protected Party, in respect of Taxes (other than Other Taxes) United States Federal withholding tax pursuant to subsection subsections (a) or (b) above to the extent that the obligation to withhold amounts with respect to Taxes (other than Other Taxes) United States Federal withholding tax existed on the date such Non-U.S. Lender became a party to this Agreement (or, in the case of a participant, on the date such participant acquired its participation interest) or, or to the extent such obligation to withhold amounts with respect to payments to United States federal withholding tax arises after such date as a new Applicable Lending Officeresult of a change in residence, the date place of incorporation, principal place of business, or office or location in which Loans governed by this Agreement are booked or recorded by such Non-U.S. Lender designated such new Applicable Lending Office with respect to a Loanor Tax Protected Party; provided, however, that this subsection (ef) shall not apply (i) to any participant or new Applicable Lending Office that becomes a participant or new Applicable Lending Office as a result of an assignment, participation, transfer or designation made at the request of the Borrower or where a change of office or location in which Loans governed by this Agreement are booked or recorded is made at the request of the Borrower and (ii) to the extent the indemnity payment or additional amounts any participant, or any Lender acting through a new Applicable Lending Office, participant would be entitled to receive (without regard to this subsection (ef)) do not exceed the indemnity payment or additional amounts that the Person making the assignment, participation or transfer to such participant, or Lender (or participant) making the designation of such new Applicable Lending Office, participant would have been entitled to receive in the absence of such assignment, participation, transfer or designation.

Obligations in Respect of Non-U.S. Lenders. The Borrower shall not be required to indemnify any Non-U.S. Lender or related Protected Party or to pay any additional amounts to any Non-U.S. LenderLender or related Protected Party, in respect of Taxes (other than Other Taxes) United States Federal withholding Tax pursuant to subsection subsections (a) or (c) above (and such Tax shall not be considered an “Indemnified Tax”) to the extent that the obligation to withhold amounts with respect to Taxes (other than Other Taxes) United States Federal withholding Tax existed on the date such Non-U.S. Lender became a party to this Agreement (or, in the case of a participant, on the date such participant acquired its participation interest) or, or to the extent such obligation to withhold amounts with respect to payments to United States federal withholding Tax arises after such date as a new Applicable Lending Officeresult of a change in residence, the date place of incorporation, principal place of business, or office or location in which Loans governed by this Agreement are booked or recorded by such Non-U.S. Lender designated such new Applicable Lending Office with respect to a Loanor Protected Party; provided, however, that this subsection (ef) shall not apply (i) to any participant or new Applicable Lending Office that becomes a participant or new Applicable Lending Office as a result of an assignment, participation, transfer or designation made at the request of the Borrower or where a change of office or location in which Loans governed by this Agreement are booked or recorded is made at the request of the Borrower and (ii) to the extent the indemnity payment or additional amounts any participant, or any Lender acting through a new Applicable Lending Office, participant would be entitled to receive (without regard to this subsection (ef)) do not exceed the indemnity payment or additional amounts that the Person making the assignment, participation or transfer to such participant, or Lender (or participant) making the designation of such new Applicable Lending Office, participant would have been entitled to receive in the absence of such assignment, participation, transfer or designation.

Obligations in Respect of Non-U.S. Lenders. The Borrower shall not be required to indemnify any Non-U.S. Lender or related Tax Protected Party or to pay any additional amounts to any Non-U.S. LenderLender or related Tax Protected Party, in respect of Taxes (other than Other Taxes) United States Federal withholding tax pursuant to subsection subsections (a) or (b) above to the extent that the obligation to withhold amounts with respect to Taxes (other than Other Taxes) United States Federal withholding tax existed on the date such Non-U.S. Lender became a party to this Agreement (or, in the case of a participant, on the date such participant acquired its participation interest) or, or to the extent such obligation to withhold amounts with respect to payments to United States federal withholding tax arises after such date as a new Applicable Lending Officeresult of a change in residence, the date place of incorporation, principal place of business, or office or location in which Loans governed by this Agreement are booked or recorded by such Non-U.S. Lender designated such new Applicable Lending Office with respect to a Loanor Tax Protected Party; providedprovided , howeverhowever , that this subsection (ef) shall not apply (i) to any participant or new Applicable Lending Office that becomes a participant or new Applicable Lending Office as a result of an assignment, participation, transfer or designation made at the request of the Borrower or where a change of office or location in which Loans governed by this Agreement are booked or recorded is made at the request of the Borrower and (ii) to the extent the indemnity payment or additional amounts any participant, or any Lender acting through a new Applicable Lending Office, participant would be entitled to receive (without regard to this subsection (e)f) ) do not exceed the indemnity payment or additional amounts that the Person making the assignment, participation or transfer to such participant, or Lender (or participant) making the designation of such new Applicable Lending Office, participant would have been entitled to receive in the absence of such assignment, participation, transfer or designation.