Common use of Certain Tax Payments Clause in Contracts

Certain Tax Payments. On or after the execution and delivery of the Tax Allocation Agreement, the Borrower and its Subsidiaries shall pay (directly or by way of dividend or distribution) an amount with respect to taxes in excess of the amount the Borrower and its Subsidiaries are permitted to pay pursuant to the Tax Allocation Agreement; then, and in any such event, and at any time thereafter, (A) if any Revolver Event of Default shall then be continuing (whether or not such Revolver Event of Default has become an Event of Default with respect to the Term Loans as contemplated by the proviso to Section 10.03(i)), the Administrative Agent, upon the written request of the Majority Lenders holding Revolving Obligations (or Revolving Loan Commitments with respect thereto), shall by written notice to the Borrower, take any or all of the following actions, without prejudice to the rights of the Administrative Agent, any RL Lender or the holder of any Revolving Note or Swingline Note to enforce its claims against any Credit Party: (i) declare the Total Revolving Loan Commitment terminated, whereupon the Revolving Loan Commitments of each RL Lender shall forthwith terminate immediately and any Commitment Commission shall forthwith become due and payable without any other notice of any kind; (ii) declare the principal of and any accrued interest in respect of all Revolving Loans, Swingline Loans, the Revolving Notes and the Swingline Notes and all Obligations owing to the RL Lenders hereunder and thereunder to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by each Credit Party; (iii) terminate any Letter of Credit which may be terminated in accordance with its terms; (iv) direct the Borrower to pay (and the Borrower agrees that upon receipt of such notice it will pay) to the Collateral Agent at the Payment Office such additional amount of cash or Cash Equivalents, to be held as security by the Collateral Agent, as is equal to the aggregate Stated Amount of all Letters of Credit issued for the account of the Borrower and then outstanding; (v) enforce, as Collateral Agent on behalf of all of the Lenders, all of the Liens and security interests created pursuant to the Security Documents; and (vi) apply any cash collateral held by the Administrative Agent pursuant to Section 4.02(a) to the repayment of the Obligations owing to the RL Lenders, and (B) if any Event of Default (other than a Revolver Event of Default that has not yet become an Event of Default with respect to the Term Loans as contemplated by the proviso to Section 10.03(i), it being understood and agreed that at any time when a Revolver Event of Default becomes an Event of Default with respect to the Term Loans as contemplated by the proviso to Section 10.03(i), and for so long as same continues to exist, remedies may be exercised with respect thereto pursuant to this clause (B) or by the Majority Lenders holding Revolving Obligations (or Revolving Loan Commitments with respect thereto) as contemplated by preceding clause (A)) shall then be continuing, the Administrative Agent, upon the written request of the Required Lenders, shall by written notice to the Borrower, take any or all of the following actions, without prejudice to the rights of the Administrative Agent, any Lender or the holder of any Note to enforce its claims against any Credit Party (provided that, if an Event of Default specified in Section 10.05 shall occur with respect to the Borrower, the result which would occur upon the giving of written notice by the Administrative Agent as specified in clauses (i) and (ii) below shall occur automatically without the giving of any such notice): (i) declare the Total Commitment terminated, whereupon the Commitments of each Lender shall forthwith terminate immediately and any Commitment Commission shall forthwith b ecome due and payable without any other notice of any kind; (ii) declare the principal of and any accrued interest in respect of all Loans and the Notes and all Obligations owing hereunder and thereunder to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by each Credit Party; (iii) terminate any Letter of Credit which may be terminated in accordance with its terms; (iv) direct the Borrower to pay (and the Borrower agrees that upon receipt of such notice, or upon the occurrence of an Event of Default specified in Section 10.05 with respect to the Borrower, it will pay) to the Collateral Agent at the Payment Office such additional amount of cash or Cash Equivalents, to be held as security by the Collateral Agent, as is equal to the aggregate Stated Amount of all Letters of Credit issued for the account of the Borrower and then outstanding; (v) enforce, as Collateral Agent, all of the Liens and security interests created pursuant to the Security Documents; and (vi) apply any cash collateral held by the Administrative Agent pursuant to Section 4.02(a) to the repayment of the Obligations.

Certain Tax Payments. On or after the execution and delivery of the Tax Allocation Agreement, the Borrower and its Subsidiaries shall pay (directly or by way of dividend or distribution) an amount with respect to taxes in excess of the amount the Borrower and its Subsidiaries are permitted to pay pursuant to the Tax Allocation Agreement; then, and in any such event, and at any time thereafter, (A) if any Revolver Event of Default shall then be continuing (whether or not such Revolver Event of Default has become an Event of Default with respect to the Term Loans as contemplated by the proviso to Section 10.03(i)), the Administrative Agent, upon the written request of the Majority Lenders holding Revolving Obligations (or Revolving Loan Commitments with respect thereto), shall by written notice to the Borrower, take any or all of the following actions, without prejudice to the rights of the Administrative Agent, any RL Lender or the holder of any Revolving Note or Swingline Note to enforce its claims against any Credit Party: (i) declare the Total Revolving Loan Commitment terminated, whereupon the Revolving Loan Commitments of each RL Lender shall forthwith terminate immediately and any Commitment Commission shall forthwith become due and payable without any other notice of any kind; (ii) declare the principal of and any accrued interest in respect of all Revolving Loans, Swingline Loans, the Revolving Notes and the Swingline Notes and all Obligations owing to the RL Lenders hereunder and thereunder to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by each Credit Party; (iii) terminate any Letter of Credit which may be terminated in accordance with its terms; (iv) direct the Borrower to pay (and the Borrower agrees that upon receipt of such notice it will pay) to the Collateral Agent at the Payment Office such additional amount of cash or Cash Equivalents, to be held as security by the Collateral Agent, as is equal to the aggregate Stated Amount of all Letters of Credit issued for the account of the Borrower and then outstanding; (v) enforce, as Collateral Agent on behalf of all of the Lenders, all of the Liens and security interests created pursuant to the Security Documents; and (vi) apply any cash collateral held by the Administrative Agent pursuant to Section 4.02(a) to the repayment of the Obligations owing to the RL Lenders, and (B) if any Event of Default (other than a Revolver Event of Default that has not yet become an Event of Default with respect to the Term Loans as contemplated by the proviso to Section 10.03(i), it being understood and agreed that at any time when a Revolver Event of Default becomes an Event of Default with respect to the Term Loans as contemplated by the proviso to Section 10.03(i), and for so long as same continues to exist, remedies may be exercised with respect thereto pursuant to this clause (B) or by the Majority Lenders holding Revolving Obligations (or Revolving Loan Commitments with respect thereto) as contemplated by preceding clause (A)) shall then be continuing, the Administrative Agent, upon the written request of the Required Lenders, shall by written notice to the Borrower, take any or all of the following actions, without prejudice to the rights of the Administrative Agent, any Lender or the holder of any Note to enforce its claims against any Credit Party (provided that, if an Event of Default specified in Section 10.05 shall occur with respect to the Borrower, the result which would occur upon the giving of written notice by the Administrative Agent as specified in clauses (i) and (ii) below shall occur automatically automati-cally without the giving of any such notice): (i) declare the Total Commitment terminated, whereupon the where-upon all Commitments of each Lender shall forthwith terminate immediately and any Commitment Commission shall forthwith b ecome become due and payable without any other notice of any kind; (ii) declare the principal of and any accrued interest in respect of all Loans and the Notes and all Obligations owing hereunder and thereunder to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by each Credit Party; (iii) terminate any Letter of Credit which may be terminated termi-nated in accordance with its terms; (iv) direct the Borrower to pay (and the Borrower agrees that upon receipt of such notice, or upon the occurrence of an Event of Default specified in Section 10.05 with respect to the Borrower, it will pay) to the Collateral Agent at the Payment Office such additional amount of cash or Cash Equivalents, to be held as security by the Collateral Agent, as is equal to the aggregate Stated Amount of all Letters of Credit issued for the account of the Borrower and then outstanding; (v) enforce, as Collateral Agent, all of the Liens and security interests created pursuant to the Security Documents; and (vi) apply any cash collateral held by the Administrative Agent pursuant to Section 4.02(a) 4.02 to the repayment of the Obligations.