Common use of Withholding and Other Taxes Clause in Contracts

Withholding and Other Taxes. (a) Any and all payments by Borrowers hereunder or under the Notes shall be made, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings and penalties, interests and all other liabilities with respect thereto (“Taxes”), excluding, (i) Taxes imposed on its net income (including any Taxes imposed on branch profits) and franchise taxes imposed on it by the jurisdiction under the laws of which Lender is organized or any political subdivision thereof, (ii) Taxes imposed on Lender’s net income (including any Taxes imposed on branch profits), and franchise Taxes imposed on it, by the jurisdiction of Lender’s office located at the address set forth in Section 9.5 or any political subdivision thereof, (iii) Taxes that are in effect and that would apply to a payment of Lender as of the Closing Date, and (iv) if any Person acquires any interest in this Credit Agreement, any Note or any Letter of Credit pursuant to the provisions hereof (any such Person being referred to as a “Tax Transferee”), any Taxes to the extent that they are in effect and would apply to a payment to such Tax Transferee as of the date of the acquisition of such interest or changes in office, as the case may be (all such non-excluded Taxes being hereinafter referred to as “Covered Taxes”). If any Borrower shall be required by law to deduct any Covered Taxes from or in respect of any sum payable hereunder, under any Note or in respect of any Letter of Credit, to Lender or any Tax Transferee, (A) the sum payable shall be increased as may be necessary so that after making all required deductions of Covered Taxes (including deductions of Covered Taxes applicable to additional sums payable under this Section 2.7) Lender or such Tax Transferee, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (B) such Borrower shall make such deductions and (C) such Borrower shall pay the full amount so deducted to the relevant taxation authority or other authority in accordance with applicable law.

Withholding and Other Taxes. (a) Any and all payments by Borrowers or on behalf of the Borrower hereunder or under any other Credit Document which are made to or for the Notes benefit of any Lender (whether in its capacity as a Lender or an Issuing Bank, and as used in this Section 2.8, the term “Lender” shall mean a Lender in each such capacity, and shall also include each Serving Affiliate of such Lender), the Agent or any Tax Transferee (as defined below) shall be made, free and clear of and without deduction for any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental Authority and penalties, interests and all other liabilities with respect thereto (collectively, “Taxes”), excluding, (i) in the case of each such Lender or the Agent, Taxes imposed on its net income (including any Taxes imposed on branch profits) and franchise taxes imposed on it it, in each case, by the jurisdiction under the laws of which Lender such Lender, or the Agent (as the case may be) is organized or any political subdivision thereof, thereof (ii) in the case of each such Lender, Taxes imposed on Lender’s its net income (including and franchise Taxes imposed on it and any Taxes imposed on branch profits), and franchise Taxes imposed on itin each case, by the jurisdiction of such Lender’s office located at the address set forth in Section 9.5 Applicable Lending Office or any political subdivision thereof, and any Taxes imposed on branch profits (iii) in the case of any Foreign Lender that is a party to this Agreement as of the Closing Date, any Taxes that are in effect and that would apply to a payment hereunder, under the Notes or in respect of Letters of Credit made to such Foreign Lender as of the Closing Date, and (iv) if any Person acquires any interest in this Credit Agreement, any Note or any Letter of Credit L/C Participation pursuant to the provisions hereof hereof, or a Lender or the Agent changes the office in which any Loan or any L/C Participation is made, accounted for or booked, to an office outside the United States, or a Lender if an Issuing Bank, changes the office at which any Letter of Credit is maintained to an office outside the United States (any such Person Person, or such Lender or the Agent in that event, being referred to as a “Tax Transferee”), any Taxes to the extent that they are in effect and would apply to a payment to such Tax Transferee as of the date of the acquisition of such interest or changes change in office, as the case may be, except to the extent Covered Taxes (as defined below) would have resulted from payments made hereunder or under any other Credit Document to the Lender or the Agent immediately prior to such transfer of such interest or immediately prior to such change in office, as the case may be (all such non-excluded nonexcluded Taxes being hereinafter referred to as “Covered Taxes”). If any Borrower shall be required by law to deduct any Covered Taxes are required to be withheld or deducted from or in respect of any sum payable hereunder, hereunder or under any Note other Credit Document to or in respect for the benefit of any Letter of CreditLender, to Lender the Agent or any Tax Transferee, (A) the sum payable shall be increased as may be necessary so that after making all required deductions or withholdings of Covered Taxes (including deductions or withholdings of Covered Taxes applicable to additional sums payable under this Section 2.72.8) Lender such Lender, the Agent or such Tax Transferee, as the case may be, receives an amount equal to the sum it would have received had no such deductions or withholdings been made, (B) such the Borrower shall make such deductions or withholdings and (C) such the Borrower shall pay the full amount so deducted or withheld to the relevant taxation authority or other authority Governmental Authority in accordance with applicable law.

Withholding and Other Taxes. (a) Any and all payments by Borrowers hereunder or hereunder, under the Notes or in respect of Letters of Credit which are made to or for the benefit of any Lender (whether in its capacity as a Lender or an Issuing Bank, and as used in this Section 2.8, the term “Lender” shall mean a Lender in each such capacity, and shall also include each Serving Affiliate of such Lender) or the Agent shall be made, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings and penalties, interests and all other liabilities with respect thereto (collectively, “Taxes”), excluding, (i) in the case of each such Lender or the Agent, Taxes imposed on its net income (including any Taxes imposed on branch profits) and franchise taxes imposed on it by the jurisdiction under the laws of which Lender such Lender, or the Agent (as the case may be) is organized or any political subdivision thereof, (ii) in the case of each such Lender, Taxes imposed on Lender’s its net income (including any Taxes imposed on branch profits), ) and franchise Taxes imposed on it, it by the jurisdiction of such Lender’s office located at the address set forth in Section 9.5 Applicable Lending Office or any political subdivision thereof, (iii) in the case of any Foreign Lender, any Taxes that are in effect and that would apply to a payment hereunder, under the Notes or in respect of Letters of Credit made to such Foreign Lender as of the Closing Date, and (iv) if any Person acquires any interest in this Credit Agreement, any Note or any Letter of Credit L/C Participation pursuant to the provisions hereof hereof, or a Lender or the Agent changes the office in which any Loan or any L/C Participation is made, accounted for or booked, to an office outside the United States, or a Lender if an Issuing Bank, changes the office at which any Letter of Credit is maintained to an office outside the United States (any such Person Person, or such Lender or the Agent in that event, being referred to as a “"Tax Transferee”), any Taxes to the extent that they are in effect and would apply to a payment to such Tax Transferee as of the date of the acquisition of such interest or changes change in office, as the case may be be, except to the extent Covered Taxes (as defined below) would have resulted from such payments made hereunder, under the Notes or in respect of Letters of Credit made to a Lender or the Agent immediately prior to such acquisition of such interest or such change in office (all such non-excluded nonexcluded Taxes being hereinafter referred to as “Covered Taxes”). If any Borrower shall be required by law to deduct or withhold any Covered Taxes from or in respect of any sum payable hereunder, under any Note or in respect of any Letter of CreditCredit to or for the benefit of any Lender, to Lender the Agent or any Tax Transferee, (A) the sum payable shall be increased as may be necessary so that after making all required deductions or withholdings of Covered Taxes (including deductions or withholdings of Covered Taxes applicable to additional sums payable under this Section 2.72.8) Lender such Lender, the Agent or such Tax Transferee, as the case may be, receives an amount equal to the sum it would have received had no such deductions or withholdings been made, (B) such Borrower shall make such deductions or withholdings and (C) such Borrower shall pay the full amount so deducted or withheld to the relevant taxation authority or other authority in accordance with applicable law.

Withholding and Other Taxes. (a) Any and all payments by the Borrowers hereunder or hereunder, under the Notes or in respect of Letters of Credit or Bankers' Acceptances which are made to or for the benefit of any Lender (whether in its capacity as a Lender or an Issuing Bank, and as used in SECTION 2.8, the term "LENDER" shall mean a Lender in each such capacity, and shall also include each Serving Affiliate of such Lender) or an Agent shall be made, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings and penalties, interests and all other liabilities with respect thereto (“Taxes”collectively, "TAXES"), excluding, (i) in the case of each such Lender or an Agent, Taxes imposed on its net income (including any Taxes imposed on branch profits) and franchise taxes imposed on it it, by the jurisdiction under the laws of which Lender such Lender, or an Agent (as the case may be) is organized or any political subdivision thereof, (ii) in the case of each such Lender, Taxes imposed on Lender’s its net income (including any Taxes imposed on branch profits), ) and franchise Taxes imposed on it, it by the jurisdiction of such Lender’s office located at the address set forth in Section 9.5 's Applicable Lending Office or any political subdivision thereof, (iii) in the case of any Non-US Lender, any Taxes that are in effect and that would apply to a payment hereunder in respect of the US Term Loans or the US Revolving Loans, under the US Term Notes or US Revolving Notes or in respect of Letters of Credit made to such Non-US Lender as of the Closing Date, and (iv) in the case of any Non-Canadian Lender, any taxes that are in effect and that would apply to a payment hereunder in respect of the Canadian Loans, under the Canadian Term Notes or Canadian Revolving Notes, or in respect of Bankers' Acceptances made or Canadian Letters of Credit made to such Non-Canadian Lenders as of the Closing Date and (v) if any Person Non-US Lender in the case of a US Loan or US Letter of Credit, or a Non-Canadian Lender in the case of a Canadian Loan or a Canadian Letter of Credit, acquires any interest in this Credit Agreement, any Note or any Letter of Credit L/C Participation pursuant to the provisions hereof hereof, or a Lender or an Agent changes the office in which any Loan or any L/C Participation is made, accounted for or booked, to an office outside the United States in the case of a US Term Loan or US Revolving Loan or to an office outside Canada in the case of a Canadian Loan, or a Lender if an Issuing Bank, changes the office at which any Letter of Credit is maintained to an office outside the United States in the case of a US Letter of Credit, or Canada, in the case of a Canadian Letter of Credit (any such Person Person, or such Lender or the Agent in that event, being referred to as a “Tax Transferee”"TAX TRANSFEREE"), any Taxes to the extent that they are in effect and would apply to a payment to such Tax Transferee as of the date of the acquisition of such interest or changes change in office, as the case may be be, except to the extent Covered Taxes (as defined below) would have resulted from such payments made hereunder, under the Notes or in respect of Letters of Credit made to a Lender or an Agent immediately prior to such acquisition of such interest or such change in office (all such non-excluded Taxes being hereinafter referred to as “"COVERED TAXES" provided that notwithstanding references to a "Reduced Rate" below, "Covered Taxes”)" shall not include any withholding at a Reduced Rate pursuant to laws in effect on the Closing Date. If any Borrower shall be required by law to deduct or withhold any Covered Taxes from or in respect of any sum payable hereunder, under any Note or in respect of any Letter of CreditCredit to or for the benefit of any Lender, to Lender an Agent or any Tax Transferee, (A) the sum payable shall be increased as may be necessary so that after making all required deductions or withholdings of Covered Taxes (including deductions or withholdings of Covered Taxes applicable to additional sums payable under this Section 2.7SECTION 2.8) Lender such Lender, the Agent or such Tax Transferee, as the case may be, receives an amount equal to the sum it would have received had no such deductions or withholdings been made, (B) such Borrower shall make such deductions or withholdings and (C) such Borrower shall pay the full amount so deducted or withheld to the relevant taxation authority or other authority in accordance with applicable law.