Common use of Credits and Deductions Clause in Contracts

Credits and Deductions. If any Lender or the Administrative Agent is, in its sole opinion, able to apply for any refund, offset, credit, deduction or other reduction in Taxes by reason of any payment made by the Borrower under the preceding paragraph (a) or (b), such Lender or the Administrative Agent, as the case may be, shall use reasonable efforts to obtain such refund, offset, credit, deduction or other reduction and, upon receipt thereof, will pay to the Borrower such amount, not exceeding the increased amount paid by the Borrower, as is equal to the net after-tax value to such Lender or the Administrative Agent, in its sole opinion, of such part of such refund, offset, credit, deduction or other reduction as it considers to be allocable to such payment by the Borrower, having regard to all of such Person's dealings giving rise to similar refunds, offsets, credits, deductions or other reductions in relation to the same tax period and to the cost of obtaining the same; provided, however, that if such Person has made a payment to the Borrower pursuant to this paragraph (c) and the applicable refund, offset, credit, deduction or other reduction in Tax is subsequently disallowed, the Borrower shall, promptly upon request by the Administrative Agent or such Lender refund to such Person that portion of such payment determined by such Person, in its sole opinion, relating to such disallowance; and provided, further that (i) the Administrative Agent or such Lender, as the case may be, shall not be obligated to disclose to the Borrower any information regarding its Tax affairs or computations and (ii) nothing in this paragraph (c) shall interfere with the right of such Person to arrange its Tax affairs as it deems appropriate.

Credits and Deductions. If the Issuer, any Lender or the Administrative Agent is, in its sole opinion, able to apply for any refund, offset, credit, deduction or other reduction in Taxes by reason of any payment made by the Borrower Borrowers under the preceding paragraph (a) or (b), the Issuer, such Lender or the Administrative Agent, as the case may be, shall use reasonable efforts to obtain such refund, offset, credit, deduction or other reduction and, upon receipt thereof, will pay to the Borrower Borrowers such amount, not exceeding the increased amount paid by the BorrowerBorrowers, as is equal to the net after-tax value to the Issuer, such Lender or the Administrative Agent, in its sole opinion, of such part of such refund, offset, credit, deduction or other reduction as it considers to be allocable to such payment by the BorrowerBorrowers, having regard to all of such Person's dealings giving rise to similar refunds, offsets, credits, deductions or other reductions in relation to the same tax period and to the cost of obtaining the same; provided, however, that if such Person has made a payment to the Borrower Borrowers pursuant to this paragraph (c) and the applicable refund, offset, credit, deduction or other reduction in Tax is subsequently disallowed, the Borrower Borrowers shall, promptly upon request by the Issuer, the Administrative Agent or such Lender refund to such Person that portion of such payment determined by such Person, in its sole opinion, relating to such disallowance; and provided, further that (i) the Issuer, the Administrative Agent or such Lender, as the case may be, shall not be obligated to disclose to the Borrower Borrowers any information regarding its Tax affairs or computations and (ii) nothing in this paragraph (c) shall interfere with the right of such Person to arrange its Tax affairs as it deems appropriate.

Credits and Deductions. If any Lender or the Administrative Agent is, in its sole opinion, able to apply for any refund, offset, credit, deduction or other reduction in Taxes by reason of any payment made by the Borrower Borrowers under the preceding paragraph paragraphs (a) or (b), such Lender or the Administrative Agent, as the case may be, shall use reasonable efforts to obtain such refund, offset, credit, deduction or other reduction and, upon receipt thereof, will pay to the Borrower Borrowers such amount, not exceeding the increased amount paid by the BorrowerBorrowers, as is equal to the net after-tax value to such Lender or the Administrative Agent, in its sole opinion, of such part of such refund, offset, credit, deduction or other reduction as it considers to be allocable to such payment by the BorrowerBorrowers, having regard to all of such Person's dealings giving rise to similar refunds, offsets, credits, deductions or other reductions in relation to the same tax period and to the cost of obtaining the same; provided, however, that if such Person has made a payment to the Borrower Borrowers pursuant to this paragraph (c) and the applicable refund, offset, credit, deduction or other reduction in Tax is subsequently disallowed, the Borrower Borrowers shall, promptly upon request by the Administrative Agent or such Lender refund to such Person that portion of such payment determined by such Person, in its sole opinion, relating to such disallowance; and provided, further that (i) the Administrative Agent or such Lender, as the case may be, shall not be obligated to disclose to the Borrower Borrowers any information regarding its Tax affairs or computations and (ii) nothing in this paragraph (c) shall interfere with the right of such Person to arrange its Tax affairs as it deems appropriate.

Credits and Deductions. If any Lender Agent or the Administrative Agent Bank is, in its sole opinion, able to apply for any refund, offset, credit, deduction or other reduction in Taxes by reason of any payment made by the Borrower under the preceding paragraph (aSection 1.12(a) or (b), such Lender Agent or the Administrative AgentBank, as the case may be, shall use reasonable efforts to obtain such refund, offset, credit, deduction or other reduction and, upon receipt thereof, will pay to the Borrower such amount, not exceeding the increased amount paid by the Borrower, as is equal to the net after-tax value to such Lender Agent or the Administrative AgentBank, in its sole opinion, of such part of such refund, offset, credit, deduction or other reduction as it considers to be allocable to such payment by the Borrower, having regard to all of such PersonAgent's or Bank's dealings giving rise to similar refunds, offsets, credits, deductions or other reductions in relation to the same tax period and to the cost of obtaining the same; provided, however, that if such Person any Agent or Bank has made a payment to the Borrower pursuant to this paragraph (cSection 1.12(d) and the applicable refund, offset, credit, deduction or other reduction in Tax is subsequently disallowed, the Borrower shall, promptly upon request by the Administrative any Agent or such Lender Bank, refund to such Person Agent or Bank that portion of such payment determined by such PersonAgent or Bank, in its sole opinion, relating to such disallowance; and provided, further that (i) the Administrative such Agent or such LenderBank, as the case may be, shall not be obligated to disclose to the Borrower any information regarding its Tax affairs or computations and (ii) nothing in this paragraph (cSection 1.12(d) shall interfere with the right of such Person Agent or Bank to arrange its Tax affairs as it deems appropriate.

Credits and Deductions. If any Lender or the Administrative Agent or any Bank (i) is, in its sole sole, reasonable, good-faith opinion, able to apply for any credit, refund, offset, credit, deduction or other reduction in Taxes by reason in respect of any payment made by the a Borrower under the preceding paragraph (a) or (bSection 1.13(a)(i), such Lender or the Administrative AgentAgent or such Bank, as the case may be, shall use reasonable efforts to obtain such credit, refund, offset, credit, deduction or other reduction andor, (ii) realizes a Tax benefit (whether by way of credit, deduction or otherwise) in respect of or receives a refund of, or in respect of, any Taxes for which a Borrower has made any payments to or on behalf of such Administrative Agent or Bank pursuant to Section 1.13(a)(i), then, upon receipt or realization thereof, the Administrative Agent or such Bank will pay to such Borrower, as promptly as practicable after the Borrower receipt or realization thereof, such amount, not exceeding the increased amount paid by the such Borrower, as is equal to the net after-tax value to such Lender or the Administrative AgentAgent or such Bank, in its sole sole, reasonable and good-faith opinion, of such part of such refund, offset, credit, deduction or other reduction as it reasonably considers to be allocable to such payment by the such Borrower, having regard to all of the Administrative Agent's or such PersonBank's dealings giving rise to similar credits, refunds, offsets, credits, deductions or other reductions in relation to the same tax period and to the cost of obtaining the same; provided, however, that if such Person has made a payment to the Borrower pursuant to this paragraph (c) and the applicable refund, offset, credit, deduction or other reduction in Tax is subsequently disallowed, the Borrower shall, promptly upon request by the Administrative Agent or such Lender refund to such Person that portion of such payment determined by such Person, in its sole opinion, relating to such disallowance; and provided, further that (i) the Administrative Agent or such LenderBank, as -------- ------- the case may be, shall not be obligated to disclose to the Borrower Borrowers any information regarding its Tax tax affairs or computations and (ii) nothing in this paragraph (cSection 1.13(b) shall interfere with the right of the Administrative Agent or such Person Bank to arrange its Tax tax affairs as it deems appropriate.

Credits and Deductions. If any Lender or the Administrative Agent isor a Bank receives a refund or otherwise realizes a reduction of, or credit against, its Tax liabilities in its sole opinion, able to apply for any refund, offset, credit, deduction or other reduction taxable year in Taxes by reason of any payment made connection with a Tax indemnified by the Borrower under the preceding paragraph (a) or (b)this Section 1.14, such Lender or the Administrative Agent, as the case may be, it shall use reasonable efforts to obtain such refund, offset, credit, deduction or other reduction and, upon receipt thereof, will pay to the Borrower such amount, not exceeding the increased an amount paid by the Borrower, as is equal to the net after-tax value to such Lender or the Administrative AgentAgent or such Bank, in its sole opinion, of such part of such refund, offset, credit, deduction refund or other reduction as it considers to be allocable to such payment by the Borrower, having regard to all of the Administrative Agent's or such PersonBank's dealings giving rise to similar refunds, offsets, credits, deductions refunds or other reductions in relation to the same tax period and to the cost of obtaining the same; providedPROVIDED, howeverHOWEVER, that if such Person the Administrative Agent or any Bank has made a payment to the Borrower pursuant to this paragraph (cSection 1.14(e) and the applicable refund, offset, credit, deduction refund or other reduction in Tax is subsequently disallowed, the Borrower shall, promptly upon request by the Administrative Agent or such Lender Bank, refund to the Administrative Agent or such Person Bank that portion of such payment determined by the Administrative Agent or such PersonBank, in its sole opinion, relating to such disallowance; and providedPROVIDED, further FURTHER that (i) the Administrative Agent or such LenderBank, as the case may be, shall not be obligated to disclose to the Borrower any information regarding its Tax affairs or computations and (ii) nothing in this paragraph (c) shall interfere with the right of such Person to arrange its Tax affairs as it deems appropriate.this

Credits and Deductions. If the Agent or any Lender or the Administrative Agent Bank is, in its sole opinion, able to apply for any refund, offset, credit, deduction or other reduction in Bank Taxes by reason of any payment made by the any Borrower under the preceding paragraph (a) or (bSection 5.08(a)(i), the Agent or such Lender or the Administrative AgentBank, as the case may be, shall use reasonable efforts to obtain such refund, offset, credit, deduction or other reduction and, upon receipt thereof, will pay to the such Borrower such amount, not exceeding the increased amount paid by the such Borrower, as is equal to the net after-tax value (determined after giving effect to, among other things, any deduction or credit the Agent or any Bank receives by reason of such payment to such Lender Borrower) to the Agent or the Administrative Agentsuch Bank, in its sole opinion, of such part of such refund, offset, credit, deduction or other reduction as it considers to be allocable to such payment by the such Borrower, having regard to all of the Agent's or such PersonBank's dealings giving rise to similar refunds, offsets, credits, deductions or other reductions in relation to the same tax period and to the cost of obtaining the same; provided, however, that if such Person has made a payment to the Borrower pursuant to this paragraph (c) and the applicable refund, offset, credit, deduction or other reduction in Tax is subsequently disallowed, the Borrower shall, promptly upon request by the Administrative Agent or such Lender refund to such Person that portion of such payment determined by such Person, in its sole opinion, relating to such disallowance; and provided, further that (i) the Administrative Agent or such LenderBank, as the case may be, shall not be obligated to disclose to the Borrower any information regarding its Tax tax affairs or computations computations, and (ii) nothing in this paragraph (cSection 5.08(b) shall interfere with the right of the Agent or such Person Bank to arrange its Tax tax affairs as it deems appropriateappropriate or impose an obligation on the Agent or such Bank to obtain any credit, deduction or other reduction in Taxes if, in its sole opinion, to do so would (x) impose undue hardships, burdens or expenditures on it or (y) increase its exposure to taxation by the jurisdiction in question.

Credits and Deductions. If any the Agent, a Swing Loan Lender or the Administrative Agent any Bank is, in its sole reasonable opinion, able to apply for any refund, offset, credit, deduction or other reduction in Bank Taxes by reason of any payment made by the a Borrower under the preceding paragraph (a) or (bSection 1.13(a)(i), the Agent, such Swing Loan Lender or the Administrative Agentsuch Bank, as the case may be, shall use reasonable efforts to obtain such refund, offset, credit, deduction or other reduction and, upon receipt thereofthereof (including receipt of any such credit, deduction or other reduction that shall not actually have been applied for by such Person), will pay to the such Borrower such amount, not exceeding the increased amount paid by the such Borrower, as is equal to the net after-tax value to the Agent, such Swing Loan Lender or the Administrative Agentsuch Bank, in its sole opinion, of such part of such refund, offset, credit, deduction or other reduction as it considers to be allocable to such payment by the such Borrower, having regard to all of the Agent's, such PersonSwing Loan Lender's or such Bank's dealings giving rise to similar refunds, offsets, credits, deductions or other reductions in relation to the same tax period and to the cost of obtaining the same; provided, however, that if such Person has made a payment to the Borrower pursuant to this paragraph (c) and the applicable refund, offset, credit, deduction or other reduction in Tax is subsequently disallowed, the Borrower shall, promptly upon request by the Administrative Agent or such Lender refund to such Person that portion of such payment determined by such Person, in its sole opinion, relating to such disallowance; and provided, further that (i) the Administrative Agent Agent, such Swing Loan Lender or such LenderBank, as the case may be, shall not be obligated to disclose to the a Borrower any information regarding its Tax tax affairs or computations and (ii) nothing in this paragraph (cSection 1.13(b) shall interfere with the right of the Agent, such Person Swing Loan Lender or such Bank to arrange its Tax tax affairs as it deems appropriate.

Credits and Deductions. If any Lender or the Administrative Agent isor a Bank receives a refund or otherwise realizes a reduction of, or credit against, its Tax liabilities in its sole opinion, able to apply for any refund, offset, credit, deduction or other reduction taxable year in Taxes by reason of any payment made connection with a Tax indemnified by the Borrower under the preceding paragraph (a) or (b)this Section 1.14, such Lender or the Administrative Agent, as the case may be, it shall use reasonable efforts to obtain such refund, offset, credit, deduction or other reduction and, upon receipt thereof, will pay to the Borrower such amount, not exceeding the increased an amount paid by the Borrower, as is equal to the net after-tax value to such Lender or the Administrative AgentAgent or such Bank, in its sole opinion, of such part of such refund, offset, credit, deduction refund or other reduction as it considers to be allocable to such payment by the Borrower, having regard to all of the Administrative Agent's or such PersonBank's dealings giving rise to similar refunds, offsets, credits, deductions refunds or other reductions in relation to the same tax period and to the cost of obtaining the same; provided, however, that if such Person the Administrative Agent or any Bank has made a payment to the Borrower pursuant to this paragraph (cSection 1.14(e) and the applicable refund, offset, credit, deduction refund or other reduction in Tax is subsequently disallowed, the Borrower shall, promptly upon request by the Administrative Agent or such Lender Bank, refund to the Administrative Agent or such Person Bank that portion of such payment determined by the Administrative Agent or such PersonBank, in its sole opinion, relating to such disallowance; and provided, further that (i) the Administrative Agent or such LenderBank, as the case may be, shall not be obligated to disclose to the Borrower any information regarding its Tax affairs or computations and (ii) nothing in this paragraph (cSection 1.14(e) shall interfere with the right of such Person the Administrative Agent or any Bank to arrange its Tax affairs as it deems appropriate.

Credits and Deductions. If any Lender or the Administrative Agent is, in its sole opinion, able to apply for any refund, offset, credit, deduction or other reduction in Taxes by reason of any payment made by the Borrower Borrowers under the preceding paragraph paragraphs (a) or (b), such Lender or the Administrative Agent, as the case may be, shall use reasonable efforts to obtain such refund, offset, credit, deduction or other reduction and, upon receipt thereof, will pay to the Borrower Borrowers such amount, not exceeding the increased amount paid by the BorrowerBorrowers, as is equal to the net after-tax value to such Lender or the Administrative Agent, in its sole opinion, of such part of such refund, offset, credit, deduction or other reduction as it considers to be allocable to such payment by the BorrowerBorrowers, having regard to all of such Person's dealings giving rise to similar refunds, offsets, credits, deductions or other reductions in relation to the same tax period and to the cost of obtaining the same; provided, however, that if such Person has made a payment to the Borrower Borrowers pursuant to this paragraph (c) and the applicable refund, offset, credit, deduction or other reduction in Tax is subsequently disallowed, the Borrower Borrowers shall, promptly upon request by the Administrative Agent or such Lender refund to such Person that portion of such payment determined by such Person, in its sole opinion, relating to such disallowance; and provided, further that (i) the Administrative Agent or such Lender, as the case may be, shall not be obligated to disclose to the Borrower Borrowers any information regarding its Tax affairs or computations and (ii) nothing in this paragraph (c) shall interfere with the right of such Person to arrange its Tax affairs as it deems appropriate.

Credits and Deductions. If any Lender or the Administrative Agent or any Bank ---------------------- (i) is, in its sole sole, reasonable, good-faith opinion, able to apply for any credit, refund, offset, credit, deduction or other reduction in Taxes by reason in respect of any payment made by the a Borrower under the preceding paragraph (a) or (bSection 1.13(a)(i), such Lender or the Administrative AgentAgent or such Bank, as the case may be, shall use reasonable efforts to obtain such credit, refund, offset, credit, deduction or other reduction andor, (ii) realizes a Tax benefit (whether by way of credit, deduction or otherwise) in respect of or receives a refund of, or in respect of, any Taxes for which a Borrower has made any payments to or on behalf of such Administrative Agent or Bank pursuant to Section 1.13(a)(i), then, upon receipt or realization thereof, the Administrative Agent or such Bank will pay to such Borrower, as promptly as practicable after the Borrower receipt or realization thereof, such amount, not exceeding the increased amount paid by the such Borrower, as is equal to the net after-tax value to such Lender or the Administrative AgentAgent or such Bank, in its sole sole, reasonable and good-faith opinion, of such part of such refund, offset, credit, deduction or other reduction as it reasonably considers to be allocable to such payment by the such Borrower, having regard to all of the Administrative Agent's or such PersonBank's dealings giving rise to similar credits, refunds, offsets, credits, deductions or other reductions in relation to the same tax period and to the cost of obtaining the same; provided, however, that if such Person has made a payment to (i) the Borrower pursuant to this paragraph (c) and the applicable refund, offset, credit, deduction or other reduction in Tax is subsequently disallowed, the Borrower shall, promptly upon request by the -------- ------- Administrative Agent or such Lender refund to such Person that portion of such payment determined by such Person, in its sole opinion, relating to such disallowance; and provided, further that (i) the Administrative Agent or such LenderBank, as the case may be, shall not be obligated to disclose to the Borrower Borrowers any information regarding its Tax tax affairs or computations and (ii) nothing in this paragraph (cSection 1.13(b) shall interfere with the right of the Administrative Agent or such Person Bank to arrange its Tax tax affairs as it deems appropriate.

Credits and Deductions. If any Lender or the Administrative Agent is, in its sole opinion, able to apply for any refund, offset, credit, deduction or other reduction in Taxes by reason of any payment made by the Borrower Borrowers under the preceding paragraph (a) or (b), such Lender or the Administrative Agent, as the case may be, shall use reasonable efforts to obtain such refund, offset, credit, deduction or other reduction and, upon receipt thereof, will pay to the Borrower Borrowers such amount, not exceeding the increased amount paid by the BorrowerBorrowers, as is equal to the net after-tax value to such Lender or the Administrative Agent, in its sole opinion, of such part of such refund, offset, credit, deduction or other reduction as it considers to be allocable to such payment by the BorrowerBorrowers, having regard to all of such Person's dealings giving rise to similar refunds, offsets, credits, deductions or other reductions in relation to the same tax period and to the cost of obtaining the same; provided, however, that if such Person has made a payment to the Borrower Borrowers pursuant to this paragraph (c) and the applicable refund, offset, credit, deduction or other reduction in Tax is subsequently disallowed, the Borrower Borrowers shall, promptly upon request by the Issuer, the Administrative Agent or such Lender refund to such Person that portion of such payment determined by such Person, in its sole opinion, relating to such disallowance; and provided, further that (i) the Administrative Agent or such Lender, as the case may be, shall not be obligated to disclose to the Borrower Borrowers any information regarding its Tax affairs or computations and (ii) nothing in this paragraph (c) shall interfere with the right of such Person to arrange its Tax affairs as it deems appropriate.