Common use of Lender Obligations Clause in Contracts

Lender Obligations. Other than with respect to any advance under any Loan Document to a Borrower incorporated in the UK (to which Section 5.9.3 shall apply), each Lender shall promptly notify the Administrative Borrower and Agent of any change in circumstances that would change any claimed Tax exemption or reduction or information reporting obligation. Each Lender, severally and not jointly with any other Lender, shall indemnify, hold harmless and reimburse (within ten days after demand therefor) Agent for any Taxes, losses, claims, liabilities, penalties, interest and expenses (including reasonable and documented attorneys’ fees limited to the fees, disbursements and other charges or one primary counsel and one local counsel in each relevant jurisdiction) incurred by or asserted against Agent by any Governmental Authority due to such Lender’s failure to deliver, or inaccuracy or deficiency in, any documentation required to be delivered by it pursuant to Section 5.8 or this Section 5.9. Each Lender authorizes Agent to set off any amounts due to Agent under this Section against any amounts payable to such Lender under any Loan Document. Each Lender agrees that if any form or certificate it previously delivered expires or becomes obsolete or inaccurate in any material respect, it shall update the form or certification or promptly notify the applicable Borrower or Agent in writing of its legal inability to do so. If a payment made to Agent or a Lender under any Loan Document would be subject to United States withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), Agent or such Lender shall deliver to the Borrowers and Agent at the time or times prescribed by Applicable Law and at such time or times reasonably requested by the Borrowers or Agent such documentation prescribed by Applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrowers or Agent as may be necessary for the Borrowers and Agent to comply with their obligations under FATCA and to determine that such Lender has complied with its obligations under FATCA, or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 5.9.3, “FATCA” shall include any amendments made to FATCA after the Fourth Amendment Effective Date.

Lender Obligations. Other than with respect to any advance under any Loan Document to a Borrower incorporated in the UK (to which Section 5.9.3 shall apply), each Each Lender shall promptly notify the Administrative Borrower relevant Loan Party Agent and Agent of any change in circumstances that would change any claimed Tax exemption or reduction or information reporting obligationreduction. Each Lender, severally and not jointly with any other Lender, shall indemnify, hold harmless and reimburse (within ten 10 days after demand therefor) affected Borrowers of the Borrower Group to which such Lender has issued a Commitment and Agent for any Taxes, losses, claims, liabilities, penalties, interest and expenses (including reasonable and documented attorneys’ fees limited to the fees, disbursements and other charges or one primary counsel and one local counsel in each relevant jurisdiction) incurred by or asserted against such affected Borrower of such Borrower Group or Agent by any Governmental Authority due to such Lender’s failure to deliver, or inaccuracy or deficiency in, any documentation required to be delivered by it pursuant to Section 5.8 or this Section 5.9. Each Lender authorizes Agent to set off any amounts due to Agent under this Section against any amounts payable to such Lender under any Loan Document. Each Lender agrees that if any form or certificate it previously delivered expires or becomes obsolete or inaccurate in any material respect, it shall update the form or certification or promptly notify the applicable Borrower or Agent in writing of its legal inability to do so. If a payment made to Agent or a Lender under any Loan Document would be subject to United States withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable)FATCA, Agent or such Lender shall deliver to the Borrowers and the Agent at the time or times prescribed by Applicable Law and at such time or times reasonably requested by the Borrowers or Agent such documentation prescribed by Applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrowers or Agent as may be necessary for the Borrowers and Agent to comply with their obligations under FATCA and to determine that such Lender has complied with its obligations under FATCAsuch sections, or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 5.9.3, “FATCA” shall include any amendments made to FATCA after the Fourth Amendment Effective Datedate of this Agreement.

Lender Obligations. Other than with respect to any advance under any Loan Document to a Borrower incorporated in the UK (to which Section 5.9.3 shall apply), each Lender shall promptly notify the Administrative Borrower and Agent of any change in circumstances that would change any claimed Tax exemption or reduction or information reporting obligation. Each Lender, severally and not jointly with any other Lender, shall indemnify, hold harmless and reimburse (within ten days after demand therefor) Agent for any Taxes, losses, claims, liabilities, penalties, interest and expenses (including reasonable and documented attorneys’ fees limited to the fees, disbursements and other charges or one primary counsel and one local counsel in each relevant jurisdiction) incurred by or asserted against Agent by any Governmental Authority due to such Lender’s failure to deliver, or inaccuracy or deficiency in, any documentation required to be delivered by it pursuant to Section 5.8 or this Section 5.9. Each Lender authorizes Agent to set off any amounts due to Agent under this Section against any amounts payable to such Lender under any Loan Document. Each Lender agrees that if any form or certificate it previously delivered expires or becomes obsolete or inaccurate in any material respect, it shall update the form or certification or promptly notify the applicable Borrower or Agent in writing of its legal inability to do so. If a payment made to Agent or a Lender under any Loan Document would be subject to United States withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), Agent or such Lender shall deliver to the Borrowers and Agent at the time or times prescribed by Applicable Law and at such time or times reasonably requested by the Borrowers or Agent such documentation prescribed by Applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrowers or Agent as may be necessary for the Borrowers and Agent to comply with their obligations under FATCA and to determine that such Lender has complied with its obligations under FATCA, or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 5.9.3, “FATCA” shall include any amendments made to FATCA after the Fourth Amendment Effective Datedate of this Agreement.

Lender Obligations. Other than with respect to any advance under any Loan Document to a Borrower incorporated in the UK (to which Section 5.9.3 shall apply), each Each Lender and Issuing Bank shall promptly notify the Administrative Borrower Borrowers and Agent of any change in circumstances that would change any claimed Tax exemption or reduction or information reporting obligationof withholding tax. Each Lender, severally Lender and not jointly with any other Lender, Issuing Bank shall indemnify, hold harmless and reimburse (within ten 10 days after demand therefor) Borrowers and Agent for any Taxes, losses, claims, liabilities, penalties, interest and expenses (including reasonable and documented attorneys’ fees limited to Taxes as well as any penalties for the fees, disbursements and other charges or one primary counsel and one local counsel in each relevant jurisdiction) incurred by or late payment of such Taxes asserted against a Borrower or Agent by any Governmental Authority due to such Lender’s or Issuing Bank’s failure to deliver, or inaccuracy or deficiency in, any documentation required to be delivered by it pursuant to Section 5.8 or this Section 5.9Section. Each Lender and Issuing Bank authorizes Agent to set off any amounts due to Agent under this Section against any amounts payable to such Lender or Issuing Bank under any Loan Document. Each If a Lender agrees determines, in its sole discretion, that if it has received a refund of any form Indemnified Taxes or certificate Other Taxes as to which it previously delivered expires or becomes obsolete or inaccurate in any material respect, it shall update has been indemnified by the form or certification or promptly notify the applicable Borrower or Agent in writing of its legal inability with respect to do so. If a payment made which the Borrower has paid additional amounts pursuant to Agent or a Lender under any Loan Document would be subject to United States withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code5.9, as applicable), Agent or such Lender shall deliver pay over such refund to the Borrowers and Agent at (but only to the time extent of indemnity payments made, or times prescribed by Applicable Law and at such time or times reasonably requested additional amounts paid, by the Borrowers Borrower under Section 5.9 with respect to the Taxes or Agent Other Taxes giving rise to such documentation prescribed by Applicable Law refund), net of all out-of-pocket expenses of such Lender and without interest (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested other than any interest paid by the Borrowers or Agent as may be necessary for relevant governmental authority with respect to such refund), provided that the Borrowers, upon the request of such Lender, agree to repay the amount paid over to the Borrowers and Agent (plus any penalties, interest or other charges imposed by the relevant governmental authority) to comply with their obligations under FATCA and to determine that such Lender has complied with in the event such Lender is required to repay such refund to such governmental authority. This Section 5.10.3 shall not be construed to require any Lender to make available its obligations under FATCA, tax returns (or any other information relating to determine its Taxes that it deems confidential) to the amount to deduct and withhold from such payment. Solely for purposes of this Section 5.9.3, “FATCA” shall include Borrower or any amendments made to FATCA after the Fourth Amendment Effective Dateother person.

Lender Obligations. Other than with respect to any advance under any Loan Document to a Borrower incorporated in the UK (to which Section 5.9.3 shall apply), each Each Lender shall promptly notify the Administrative Borrower and the Agent of any change in circumstances that would change any claimed Tax exemption or reduction or information reporting obligationreduction. Each Lender, severally and not jointly with any other Lender, shall indemnify, hold harmless and reimburse (within ten 10 days after demand therefor) affected Borrowers and the Agent for any Taxes, losses, claims, liabilities, penalties, interest and expenses (including reasonable and documented attorneys’ fees limited to the fees, disbursements and other charges or one primary counsel and one local counsel in each relevant jurisdiction) incurred by or asserted against such affected Borrower or the Agent by any Governmental Authority due to such LenderLxxxxx’s failure to deliver, or inaccuracy or deficiency in, any documentation required to be delivered by it pursuant to Section 5.8 or this Section 5.9. Each Lender authorizes the Agent to set off any amounts due to the Agent under this Section against any amounts payable to such Lender under any Loan Document. Each Lender agrees that if any form or certificate it previously delivered expires or becomes obsolete or inaccurate in any material respect, it shall update the form or certification or promptly notify the applicable Borrower or the Agent in writing of its legal inability to do so. If a payment made to the Agent or a Lender under any Loan Document would be subject to United States withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), the Agent or such Lender shall deliver to the Borrowers and the Agent at the time or times prescribed by Applicable Law and at such time or times reasonably requested by the Borrowers or the Agent such documentation prescribed by Applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrowers or the Agent as may be necessary for the Borrowers and the Agent to comply with their obligations under FATCA and to determine that such Lender has complied with its obligations under FATCA, or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 5.9.3, “FATCA” shall include any amendments made to FATCA after the Fourth First Amendment Effective Date.

Lender Obligations. Other than with respect to any advance under any Loan Document to a Borrower incorporated in the UK (to which Section 5.9.3 shall apply), each Each Lender shall promptly notify the Administrative Borrower and the Agent of any change in circumstances that would change any claimed Tax exemption or reduction or information reporting obligationreduction. Each Lender, severally and not jointly with any other Lender, shall indemnify, hold harmless and reimburse (within ten 10 days after demand therefor) affected Borrowers and the Agent for any Taxes, losses, claims, liabilities, penalties, interest and expenses (including reasonable and documented attorneys’ fees limited to the fees, disbursements and other charges or one primary counsel and one local counsel in each relevant jurisdiction) incurred by or asserted against such affected Borrower or the Agent by any Governmental Authority due to such Lender’s failure to deliver, or inaccuracy or deficiency in, any documentation required to be delivered by it pursuant to Section 5.8 or this Section 5.9. Each Lender authorizes the Agent to set off any amounts due to the Agent under this Section against any amounts payable to such Lender under any Loan Document. Each Lender agrees that if any form or certificate it previously delivered expires or becomes obsolete or inaccurate in any material respect, it shall update the form or certification or promptly notify the applicable Borrower or the Agent in writing of its legal inability to do so. If a payment made to the Agent or a Lender under any Loan Document would be subject to United States withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), the Agent or such Lender shall deliver to the Borrowers and the Agent at the time or times prescribed by Applicable Law and at such time or times reasonably requested by the Borrowers or the Agent such documentation prescribed by Applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrowers or the Agent as may be necessary for the Borrowers and the Agent to comply with their obligations under FATCA and to determine that such Lender has complied with its obligations under FATCA, or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 5.9.3, “FATCA” shall include any amendments made to FATCA after the Fourth Amendment Effective Datedate of this Agreement.

Lender Obligations. Other than with respect to any advance under any Loan Document to a Borrower incorporated in the UK (to which Section 5.9.3 shall apply), each Each Lender shall promptly notify the Administrative Borrower and the Agent of any change in circumstances that would change any claimed Tax exemption or reduction or information reporting obligationreduction. Each Lender, severally and not jointly with any other Lender, shall indemnify, hold harmless and reimburse (within ten 10 days after demand therefor) affected Borrowers and the Agent for any Taxes, losses, claims, liabilities, penalties, interest and expenses (including reasonable and documented attorneys’ fees limited to the fees, disbursements and other charges or one primary counsel and one local counsel in each relevant jurisdiction) incurred by or asserted against such affected Borrower or the Agent by any Governmental Authority due to such LenderLxxxxx’s failure to deliver, or inaccuracy or deficiency in, any documentation required to be delivered by it pursuant to Section 5.8 or this Section 5.9. Each Lender authorizes the Agent to set off any amounts due to the Agent under this Section against any amounts payable to such Lender under any Loan Document. Each Lender agrees that if any form or certificate it previously delivered expires or becomes obsolete or inaccurate in any material respect, it shall update the form or certification or promptly notify the applicable Borrower or the Agent in writing of its legal inability to do so. If a payment made to the Agent or a Lender under any Loan Document would be subject to United States withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), the Agent or such Lender shall deliver to the Borrowers and the Agent at the time or times prescribed by Applicable Law and at such time or times reasonably requested by the Borrowers or the Agent such documentation prescribed by Applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrowers or the Agent as may be necessary for the Borrowers and the Agent to comply with their obligations under FATCA and to determine that such Lender has complied with its obligations under FATCA, or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 5.9.3, “FATCA” shall include any amendments made to FATCA after the Fourth First Amendment Effective Date.. 105

Lender Obligations. Other than with respect to any advance under any Loan Document to a Borrower incorporated in the UK (to which Section 5.9.3 shall apply), each Each Lender shall promptly notify the Administrative Borrower and Agent of any change in circumstances that would change any claimed Tax exemption or reduction or information reporting obligationreduction. Each Lender, severally and not jointly with any other Lender, shall indemnify, hold harmless and reimburse (within ten 10 days after demand therefor) affected Borrowers of the Borrower Group to which such Lender has issued a Revolver 133 Commitment and Agent for any Taxes, losses, claims, liabilities, penalties, interest and expenses (including reasonable and documented attorneys’ fees limited to the fees, disbursements and other charges or one primary counsel and one local counsel in each relevant jurisdiction) incurred by or asserted against such affected Borrower of such Borrower Group or Agent by any Governmental Authority due to such Lender’s failure to deliver, or inaccuracy or deficiency in, any documentation required to be delivered by it pursuant to Section 5.8 or this Section 5.9. Each Lender authorizes Agent to set off any amounts due to Agent under this Section against any amounts payable to such Lender under any Loan Document. Each Lender agrees that if any form or certificate it previously delivered expires or becomes obsolete or inaccurate in any material respect, it shall update the form or certification or promptly notify the applicable Borrower or Agent in writing of its legal inability to do so. If a payment made to Agent or a Lender under any Loan Document would be subject to United States withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), Agent or such Lender shall deliver to the Borrowers and Agent at the time or times prescribed by Applicable Law and at such time or times reasonably requested by the Borrowers or Agent such documentation prescribed by Applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrowers or Agent as may be necessary for the Borrowers and Agent to comply with their obligations under FATCA and to determine that such Lender has complied with its obligations under FATCA, or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 5.9.3, “FATCA” shall include any amendments made to FATCA after the Fourth Amendment Effective Datedate of this Agreement.