Common use of Withholding in respect of Payments Clause in Contracts

Withholding in respect of Payments. If any Borrower or any other Person is required by law to make any deduction or withholding on account of any Tax from any sum paid or payable by such Borrower or other Person to Administrative Agent or any Lender under any of the Loan Documents: (a) such Borrower shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as such Borrower becomes aware of it; (b) such Borrower shall pay any such Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on a Borrower) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (1) with respect to any Borrower other than an Australian Offshore Borrower, in the event such Tax is a Covered Tax, the sum payable by such Borrower in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, Administrative Agent or such Lender, as the case may be, receives on the due date and retains (free from any liability in respect of any such deduction, withholding or payment) a net sum equal to what it would have received and so retained had no such deduction, withholding or payment in respect of Covered Taxes been required or made; and (2) solely with respect to any Australian Offshore Borrower and amounts payable thereby, in the event such Tax is a Covered Tax, such Australian Offshore Borrower shall pay an additional amount by way of indemnity so that the Administrative Agent or such Lender, as the case may be, receives on the due date and retains (free and clear of any Tax on such additional amount) the full amount it would have received and so retained and had no such deduction, withholding or payment in respect of Covered Taxes been required or made; each Australian Borrower (y) acknowledges that its indemnity under paragraph (c) is a separate and independent obligation from its obligation to pay interest in respect of the Tranche A1 Term Loans and Australian Offshore Revolving Loans, and is not discharged by reason of its withholding amounts on account of Australian withholding tax and remitting those amounts to the Australian taxation authorities, and (z) subject to subsection 2.7C(iii) below, waives any right which it may have (whether under statute or otherwise) to be reimbursed by any Lender or Agent for any amounts which it may from time to time pay under that indemnity; and (d) within 30 days after paying any sum from which it is required by law to make any deduction or withholding, and within 30 days after the due date of payment of any Tax which it is required by clause (b) above to pay, such Borrower shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; The provisions of this subsection 2.7C(ii) apply to any Australian interest withholding tax (including fines and penalties), whether: (1) deducted or remitted by an Australian Offshore Borrower, or (2) otherwise recovered by the Australian taxation authorities from an Australian Offshore Borrower, or (3) paid directly by a Lender to the Australian taxation authorities, or (4) recovered by the Australian taxation authorities either directly from a Lender or from amounts payable by a Person in Australia to a Lender.

Withholding in respect of Payments. If any Borrower or any other Person is required by law to make any deduction or withholding on account of any Covered Tax from any sum paid or payable by such Borrower or other Person to Administrative Agent or any Lender under any of the Loan Documents: (a) such Borrower shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as such Borrower becomes aware of it; (b) such Borrower shall pay any such Covered Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on a Borrower) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (1) with respect to any Borrower other than an Australian Offshore Borrower, in the event such Tax is a Covered Tax, the sum payable by such Borrower in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, Administrative Agent or such Lender, as the case may be, receives on the due date and retains (free from any liability in respect of any such deduction, withholding or payment) a net sum equal to what it would have received and so retained had no such deduction, withholding or payment in respect of Covered Taxes been required or made; and (2) solely with respect to any Australian Offshore Borrower and amounts payable thereby, in the event such Tax is a Covered Tax, such Australian Offshore Borrower shall pay an additional amount by way of indemnity so that the Administrative Agent or such Lender, as the case may be, receives on the due date and retains (free and clear of any Tax on such additional amount) the full amount it would have received and so retained and had no such deduction, withholding or payment in respect of Covered Taxes been required or made; each Australian Borrower (y) acknowledges that its indemnity under paragraph (c) is a separate and independent obligation from its obligation to pay interest in respect of the Tranche A1 Term Loans and Australian Offshore Revolving Loans, and is not discharged by reason of its withholding amounts on account of Australian withholding tax and remitting those amounts to the Australian taxation authorities, and (z) subject to subsection 2.7C(iii) below, waives any right which it may have (whether under statute or otherwise) to be reimbursed by any Lender or Agent for any amounts which it may from time to time pay under that indemnity; and (d) within 30 days after paying any sum from which it is required by law to make any deduction or withholding, and within 30 days after the due date of payment of any Tax which it is required by clause (b) above to pay, such Borrower shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; PROVIDED that no such additional amount shall be required to be paid to any Lender under clause (c) above except to the extent that any change after the date hereof in any such requirement for a deduction, withholding or payment as is mentioned in clause (c) above shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date of this Agreement in respect of payments to such Lender. The provisions of this subsection 2.7C(ii) apply to any Australian interest withholding tax (including fines and penalties), whether: (1) deducted or remitted by an Australian Offshore Borrower, or (2) otherwise recovered by the Australian taxation authorities from an Australian Offshore Borrower, or (3) paid directly by a Lender to the Australian taxation authorities, or (4) recovered by the Australian taxation authorities either directly from a Lender or from amounts payable by a Person in Australia to a Lender.

Withholding in respect of Payments. If Company, any Borrower or any other Person is required by law to make any deduction or withholding on account of any Covered Tax from any sum paid or payable by Company or such Borrower or other Person to Administrative Agent any Agent, Arranger or any Lender under any of the Loan Documents: (a) such Borrower Company and Borrowers shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as such Company or any Borrower becomes aware of it; (b) Company or such Borrower Borrower, as the case may be, shall pay any such Covered Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on a Company or such Borrower) for its own account or (if that liability is imposed on Administrative Agent such Agent, Arranger or such Lender, as the case may be) on behalf of and in the name of Administrative Agent such Agent, Arranger or such Lender; (1c) with respect to any Borrower other than an Australian Offshore Borrower, in the event such Tax is a Covered Tax, the sum payable by Company or such Borrower in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, Administrative Agent such Agent, Arranger or such Lender, as the case may be, receives on the due date and retains (free from any liability in respect of any such deduction, withholding or payment) a net sum equal to what it would have received and so retained had no such deduction, withholding or payment in respect of Covered Taxes been required or made; and (2) solely with respect to any Australian Offshore Borrower and amounts payable thereby, in the event such Tax is a Covered Tax, such Australian Offshore Borrower shall pay an additional amount by way of indemnity so that the Administrative Agent or such Lender, as the case may be, receives on the due date and retains (free and clear of any Tax on such additional amount) the full amount it would have received and so retained and had no such deduction, withholding or payment in respect of Covered Taxes been required or made; each Australian Borrower (y) acknowledges that its indemnity under paragraph (c) is a separate and independent obligation from its obligation to pay interest in respect of the Tranche A1 Term Loans and Australian Offshore Revolving Loans, and is not discharged by reason of its withholding amounts on account of Australian withholding tax and remitting those amounts to the Australian taxation authorities, and (z) subject to subsection 2.7C(iii) below, waives any right which it may have (whether under statute or otherwise) to be reimbursed by any Lender or Agent for any amounts which it may from time to time pay under that indemnity; and (d) within 30 days after paying any sum from which it is required by law to make any deduction or withholding, and within 30 days after the due date of payment of any Tax which it is required by clause (b) above to pay, such Borrower Company and Borrowers shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; The provisions of this subsection 2.7C(ii) apply to any Australian interest withholding tax (including fines and penalties), whether: (1) deducted or remitted by an Australian Offshore Borrower, or (2) otherwise recovered by the Australian taxation authorities from an Australian Offshore Borrower, or (3) paid directly by a Lender to the Australian taxation authorities, or (4) recovered by the Australian taxation authorities either directly from a Lender or from amounts payable by a Person in Australia to a Lender.;

Withholding in respect of Payments. If any Borrower or any other Person is required by law to make any deduction or withholding on account of any Tax from any sum paid or payable by such Borrower or other Person to Administrative Agent or any Lender Person under any of the Loan Documents: (a) such Borrower or other Person shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as such Borrower or other Person becomes aware of it; (b) such Borrower or other Person shall pay any such Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on a Borrowersuch Borrower or other Person) for its own account or (if that liability is imposed on Administrative Agent Agent, a Lender or such Lenderanother Person, as the case may be) on behalf of and in the name of Administrative Agent Agent, such Lender or such Lenderother Person; (1) with respect to any Borrower or other Person other than an Australian Offshore BorrowerACI, in the event such Tax is a Covered Tax, the sum payable by such Borrower or other Person in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, Administrative Agent Agent, such Lender or such Lenderother Person, as the case may be, receives on the due date and retains (free from any liability in respect of any such deduction, withholding or payment) a net sum equal to what it would have received and so retained had no such deduction, withholding or payment in respect of Covered Taxes been required or made; and (2) solely with respect to any Australian Offshore Borrower ACI and amounts payable thereby, in the event such Tax is a Covered Tax, such Australian Offshore Borrower ACI shall pay an additional amount by way of indemnity so that the Administrative Agent or such Lender, as the case may be, receives on the due date and retains (free and clear of any Tax on such additional amount) the full amount it would have received and so retained and had no such deduction, withholding or payment in respect of Covered Taxes been required or made; each Australian Borrower ACI (y) acknowledges that its indemnity under paragraph (c) is a separate and independent obligation from its obligation to pay interest in respect of the Tranche A1 A Term Loans and Australian Offshore Revolving Loans, and is not discharged by reason of its withholding amounts on account of Australian withholding tax and remitting those amounts to the Australian taxation authorities, and (z) subject to subsection 2.7C(iii) below, waives any right which it may have (whether under statute or otherwise) to be reimbursed by any Lender or Agent for any amounts which it may from time to time pay under that indemnity; and (d) within 30 days after paying any sum from which it is required by law to make any deduction or withholding, and within 30 days after the due date of payment of any Tax which it is required by clause (b) above to pay, such Borrower or other Person shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; The provisions of this subsection 2.7C(ii) apply to any Australian interest withholding tax (including fines and penalties), whether: (1) deducted or remitted by an Australian Offshore BorrowerACI, or (2) otherwise recovered by the Australian taxation authorities from an Australian Offshore BorrowerACI, or (3) paid directly by a Lender to the Australian taxation authorities, or (4) recovered by the Australian taxation authorities either directly from a Lender or from amounts payable by a Person in Australia to a Lender.

Withholding in respect of Payments. If any Borrower or any other Person is required by law to make any deduction or withholding on account of any Tax from any sum paid or payable by such Borrower or other Person to Administrative Agent or any Lender under any of the Loan Documents: (a) such Borrower shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as such Borrower becomes aware of it; (b) such Borrower shall pay any such Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on a Borrower) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (1) with respect to any Borrower other than an Australian Offshore Borrower, in the event such Tax is a Covered Tax, the sum payable by such Borrower in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, Administrative Agent or such Lender, as the case may be, receives on the due date and retains (free from any liability in respect of any such deduction, withholding or payment) a net sum equal to what it would have received and so retained had no such deduction, withholding or payment in respect of Covered Taxes been required or made; and (2) solely with respect to any Australian Offshore Borrower and amounts payable thereby, in the event such Tax is a Covered Tax, such Australian Offshore Borrower shall pay an additional amount by way of indemnity so that the Administrative Agent or such Lender, as the case may be, receives on the due date and retains (free and clear of any Tax on such additional amount) the full amount it would have received and so retained and had no such deduction, withholding or payment in respect of Covered Taxes been required or made; each Australian Borrower (y) acknowledges that its indemnity under paragraph (c) is a separate and independent obligation from its obligation to pay interest in respect of the Tranche A1 A Term Loans and Australian Offshore Revolving Loans, and is not discharged by reason of its withholding amounts on account of Australian withholding tax and remitting those amounts to the Australian taxation authorities, and (z) subject to subsection 2.7C(iii) below, waives any right which it may have (whether under statute or otherwise) to be reimbursed by any Lender or Agent for any amounts which it may from time to time pay under that indemnity; and (d) within 30 days after paying any sum from which it is required by law to make any deduction or withholding, and within 30 days after the due date of payment of any Tax which it is required by clause (b) above to pay, such Borrower shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; The provisions of this subsection 2.7C(ii) apply to any Australian interest withholding tax (including fines and penalties), whether: (1) deducted or remitted by an Australian Offshore Borrower, or (2) otherwise recovered by the Australian taxation authorities from an Australian Offshore Borrower, or (3) paid directly by a Lender to the Australian taxation authorities, or (4) recovered by the Australian taxation authorities either directly from a Lender or from amounts payable by a Person in Australia to a Lender.

Withholding in respect of Payments. If any Borrower or any other Person is required by law to make any deduction or withholding on account of any Tax from any sum paid or payable by such Borrower or other Person to Administrative Agent or any Lender Person under any of the Loan Documents: (a) : such Borrower or other Person shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as such Borrower or other Person becomes aware of it; (b) ; such Borrower or other Person shall pay any such Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on a Borrowersuch Borrower or other Person) for its own account or (if that liability is imposed on Administrative Agent Agent, a Lender or such Lenderanother Person, as the case may be) on behalf of and in the name of Administrative Agent Agent, such Lender or such Lenderother Person; (1) with respect to any Borrower or other Person other than an Australian Offshore BorrowerACI, in the event such Tax is a Covered Tax, the sum payable by such Borrower or other Person in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, Administrative Agent Agent, such Lender or such Lenderother Person, as the case may be, receives on the due date and retains (free from any liability in respect of any such deduction, withholding or payment) a net sum equal to what it would have received and so retained had no such deduction, withholding or payment in respect of Covered Taxes been required or made; and (2) solely with respect to any Australian Offshore Borrower ACI and amounts payable thereby, in the event such Tax is a Covered Tax, such Australian Offshore Borrower ACI shall pay an additional amount by way of indemnity so that the Administrative Agent Agent, such Lender or such Lenderother Person, as the case may be, receives on the due date and retains (free and clear of any Tax on such additional amount) the full amount it would have received and so retained and had no such deduction, withholding or payment in respect of Covered Taxes been required or made; each Australian Borrower ACI (y) acknowledges that its indemnity under paragraph (c) is a separate and independent obligation from its obligation to pay interest in respect of the Tranche A1 A Term Loans and Australian Offshore Revolving Loans, and is not discharged by reason of its withholding amounts on account of Australian withholding tax and remitting those amounts to the Australian taxation authorities, and (z) subject to subsection 2.7C(iii) below, waives any right which it may have (whether under statute or otherwise) to be reimbursed by any Lender or Agent for any amounts which it may from time to time pay under that indemnity; and (d) and within 30 days after paying any sum from which it is required by law to make any deduction or withholding, and within 30 days after the due date of payment of any Tax which it is required by clause (b) above to pay, such Borrower or other Person shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; The provisions of this subsection 2.7C(ii) apply to any Australian interest withholding tax (including fines and penalties), whether: (1) deducted or remitted by an Australian Offshore BorrowerACI, or (2) otherwise recovered by the Australian taxation authorities from an Australian Offshore BorrowerACI, or (3) paid directly by a Lender to the Australian taxation authorities, or (4) recovered by the Australian taxation authorities either directly from a Lender or from amounts payable by a Person in Australia to a Lender.

Withholding in respect of Payments. If any Borrower Company or any other Person is required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by such Borrower or other Person Company to Administrative Agent, any Co-Agent or any Lender under any of the Loan Documents: (a) such Borrower Company shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as such Borrower Company becomes aware of it; (b) such Borrower Company shall pay any such Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on a BorrowerCompany) for its own account or (if that liability is imposed on Administrative Agent, such Co-Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent, such Co-Agent or such Lender; (1c) with respect to any Borrower other than an Australian Offshore Borrower, in the event such Tax is a Covered Tax, the sum payable by such Borrower Company in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, Administrative Agent, such Co-Agent or such Lender, as the case may be, receives on the due date and retains (free from any liability in respect of any such deduction, withholding or payment) a net sum equal to what it would have received and so retained had no such deduction, withholding or payment in respect of Covered Taxes been required or made; and (2) solely with respect to any Australian Offshore Borrower and amounts payable thereby, in the event such Tax is a Covered Tax, such Australian Offshore Borrower shall pay an additional amount by way of indemnity so that the Administrative Agent or such Lender, as the case may be, receives on the due date and retains (free and clear of any Tax on such additional amount) the full amount it would have received and so retained and had no such deduction, withholding or payment in respect of Covered Taxes been required or made; each Australian Borrower (y) acknowledges that its indemnity under paragraph (c) is a separate and independent obligation from its obligation to pay interest in respect of the Tranche A1 Term Loans and Australian Offshore Revolving Loans, and is not discharged by reason of its withholding amounts on account of Australian withholding tax and remitting those amounts to the Australian taxation authorities, and (z) subject to subsection 2.7C(iii) below, waives any right which it may have (whether under statute or otherwise) to be reimbursed by any Lender or Agent for any amounts which it may from time to time pay under that indemnity; and (d) within 30 days after paying any sum from which it is required by law to make any deduction or withholding, and within 30 days after the due date of payment of any Tax which it is required by clause (b) above to pay, such Borrower Company shall deliver to Administrative Agent evidence reasonably satisfactory to the other 110 118 affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; The provisions PROVIDED that no such additional amount shall be required to be paid to any Lender under clause (c) above except to the extent that any change after the date hereof in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date of this subsection 2.7C(ii) apply Agreement in respect of payments to any Australian interest withholding tax (including fines and penalties), whether: (1) deducted or remitted by an Australian Offshore Borrower, or (2) otherwise recovered by the Australian taxation authorities from an Australian Offshore Borrower, or (3) paid directly by a Lender to the Australian taxation authorities, or (4) recovered by the Australian taxation authorities either directly from a Lender or from amounts payable by a Person in Australia to a such Lender.

Withholding in respect of Payments. If any Borrower or any other Person is required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by such Borrower or other Person to Administrative Agent, any Offshore Administrative Agent or any Lender or Offshore Loan Participant under any of the Loan Documents: (a) such Borrower shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as such Borrower becomes aware of it; (b) such Borrower shall pay any such Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on a BorrowerCompany) for its own account or (if that liability is imposed on Administrative Agent, such Offshore Administrative Agent or such LenderLender or Offshore Loan Participant, as the case may be) on behalf of and in the name of Administrative Agent, such Offshore Administrative Agent or such LenderLender or Offshore Loan Participant; (1) with respect to any Borrower other than an Australian Offshore Subsidiary Borrower, in the event such Tax is a Covered Tax, the sum payable by such Borrower in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, Administrative Agent, the relevant Offshore Administrative Agent or such LenderLender or Offshore Loan Participant, as the case may be, receives on the due date and retains (free from any liability in respect of any such deduction, withholding or payment) a net sum equal to what it would have received and so retained had no such deduction, withholding or payment in respect of Covered Taxes been required or made; and (2) solely with respect to any Australian Offshore Subsidiary Borrower and amounts payable thereby, in the event such Tax is a Covered Tax, such Australian Offshore Subsidiary Borrower shall pay an additional amount by way of indemnity so that the Administrative Agent or such Lender, as the case may be, receives on the due date and retains (free and clear of any Tax on such additional amount) the full amount it would have received and so retained and had no such deduction, withholding or payment in respect of Covered Taxes been required or made; each Australian Borrower (y) acknowledges that its indemnity under paragraph (c) is a separate and independent obligation from its obligation to pay interest in respect of the Tranche A1 Term Loans and Australian Offshore Revolving Loans, and is not discharged by reason of its withholding amounts on account of Australian withholding tax and remitting those amounts to the Australian taxation authorities, and (z) subject to subsection 2.7C(iii) below, waives any right which it may have (whether under statute or otherwise) to be reimbursed by any Lender or Agent for any amounts which it may from time to time pay under that indemnity; and (d) within 30 days after paying any sum from which it is required by law to make any deduction or withholding, and within 30 days after the due date of payment of any Tax which it is required by clause (b) above to pay, such Borrower shall deliver to Administrative Agent and the relevant Offshore Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; The provisions provided that no such additional amount (other than amounts payable to Offshore Loan Participants in respect of Offshore Loan Participations purchased pursuant to subsection 2.1C(iii)) shall be required to be paid to any Lender under clause (c) above except to the extent that any change after the date hereof in any such requirement for a deduction, withholding or payment as is mentioned in clause (c) above shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date of this subsection 2.7C(ii) apply Agreement in respect of payments to any Australian interest withholding tax (including fines and penalties), whether: (1) deducted or remitted by an Australian Offshore Borrower, or (2) otherwise recovered by the Australian taxation authorities from an Australian Offshore Borrower, or (3) paid directly by a Lender to the Australian taxation authorities, or (4) recovered by the Australian taxation authorities either directly from a Lender or from amounts payable by a Person in Australia to a such Lender.

Withholding in respect of Payments. If Company, any Borrower or any other Person is required by law to make any deduction or withholding on account of any Covered Tax from any sum paid or payable by Company or such Borrower or other Person to Administrative Agent any Agent, Arranger or any Lender under any of the Loan Documents: (a) such Borrower Company and Borrowers shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as such Company or any Borrower becomes aware of it; (b) Company or such Borrower Borrower, as the case may be, shall pay any such Covered Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on a Company or such Borrower) for its own account or (if that liability is imposed on Administrative Agent such Agent, Arranger or such Lender, as the case may be) on behalf of and in the name of Administrative Agent such Agent, Arranger or such Lender; (1c) with respect to any Borrower other than an Australian Offshore Borrower, in the event such Tax is a Covered Tax, the sum payable by Company or such Borrower in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or 121 payment, Administrative Agent such Agent, Arranger or such Lender, as the case may be, receives on the due date and retains (free from any liability in respect of any such deduction, withholding or payment) a net sum equal to what it would have received and so retained had no such deduction, withholding or payment in respect of Covered Taxes been required or made; and (2) solely with respect to any Australian Offshore Borrower and amounts payable thereby, in the event such Tax is a Covered Tax, such Australian Offshore Borrower shall pay an additional amount by way of indemnity so that the Administrative Agent or such Lender, as the case may be, receives on the due date and retains (free and clear of any Tax on such additional amount) the full amount it would have received and so retained and had no such deduction, withholding or payment in respect of Covered Taxes been required or made; each Australian Borrower (y) acknowledges that its indemnity under paragraph (c) is a separate and independent obligation from its obligation to pay interest in respect of the Tranche A1 Term Loans and Australian Offshore Revolving Loans, and is not discharged by reason of its withholding amounts on account of Australian withholding tax and remitting those amounts to the Australian taxation authorities, and (z) subject to subsection 2.7C(iii) below, waives any right which it may have (whether under statute or otherwise) to be reimbursed by any Lender or Agent for any amounts which it may from time to time pay under that indemnity; and (d) within 30 days after paying any sum from which it is required by law to make any deduction or withholding, and within 30 days after the due date of payment of any Tax which it is required by clause (b) above to pay, such Borrower Company and Borrowers shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; The provisions of this subsection 2.7C(ii) apply to any Australian interest withholding tax (including fines and penalties), whether: (1) deducted or remitted by an Australian Offshore Borrower, or (2) otherwise recovered by the Australian taxation authorities from an Australian Offshore Borrower, or (3) paid directly by a Lender to the Australian taxation authorities, or (4) recovered by the Australian taxation authorities either directly from a Lender or from amounts payable by a Person in Australia to a Lender.;