Common use of Excluded Taxes Clause in Contracts

Excluded Taxes. With respect to the Administrative Agent, any Lender, the Issuing Bank or any other recipient of any payment to be made by or on account of any obligation of the Borrowers hereunder, (a) taxes imposed on or measured by its overall net income (however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the Laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable Eurocurrency Lending Office is located, (b) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction in which any Borrower is located, (c) any backup withholding tax that is required by the Code to be withheld from amounts payable to a Lender that has failed to comply with clause (A) of §5.12.5(b), (d) in the case of a Foreign Lender (other than an assignee pursuant to a request by a Borrower under §5.11), any United States withholding tax that (i) is required to be imposed on amounts payable to such Foreign Lender pursuant to the Laws in force at the time such Foreign Lender becomes a party hereto (or designates a new Eurocurrency Lending Office) or (ii) is attributable to such Foreign Lender’s failure or inability (other than as a result of a Change in Law) to comply with clause (B) of §5.12.5(b), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new Eurocurrency Lending Office (or assignment), to receive additional amounts from a Borrower with respect to such withholding tax pursuant to §5.12.1(b) or §5.12.3, and (e) in the case of a Foreign Lender, taxes imposed on any “withholdable payment” as a result of the failure of such recipient of such payment to satisfy the applicable requirements as set forth in FATCA. Existing Credit Agreement. As defined in the preamble hereto. Existing Maturity Date. See §3.4(a).

Excluded Taxes. With respect to the Administrative Agent, any Lender, the Issuing Bank Lender or any other recipient of any payment to be made by or on account of any obligation of the Borrowers Borrower hereunder, (a) taxes imposed on or measured by its overall net income (however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the Laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable Eurocurrency Lending Office is locatedlocated or as a result of any other present or former connection (other than a connection arising solely from this Agreement or any other Loan Document) between such recipient and such jurisdiction, (b) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction described in which any Borrower is locatedclause (a) above, (c) any backup withholding tax that is required by the Code to be withheld from amounts payable to a Lender that has failed to comply with clause (A) of §5.12.5(b4.1(h)(ii), (d) in the case of a Foreign Lender (other than an assignee pursuant to a request by a Borrower under §5.11)Lender, any United States withholding tax that (i) is required to be imposed on amounts payable to such Foreign Lender pursuant to the Laws in force at the time such Foreign Lender becomes a party hereto (or designates a new Eurocurrency Lending Office) or (ii) is attributable to such Foreign Lender’s failure or inability (other than as a result of a Change change in Lawlaw) to comply with clause (B) of §5.12.5(b4.1(h)(ii), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new Eurocurrency Lending Office (or assignment), to receive additional amounts from a the Borrower with respect to such withholding tax pursuant to §5.12.1(b4.1(c) or §5.12.3(e), and (e) in the case of a Foreign Lender, any withholding taxes imposed on any “withholdable payment” as a result of by the failure of such recipient of such payment United States pursuant to satisfy the applicable requirements as set forth in FATCA. Existing Credit Agreement. As defined in the preamble hereto. Existing Maturity Date. See §3.4(a).

Excluded Taxes. With respect to the Administrative Agent, any Lender, the Issuing Bank Lender or any other recipient of any payment to be made by or on account of any obligation of the Borrowers Borrower hereunder, (a) taxes imposed on or measured by its overall net income (however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the Laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable Eurocurrency Lending Office is locatedlocated or as a result of any other present or former connection (other than a connection arising solely from this Agreement or any other Loan Document) between such recipient and such jurisdiction, (b) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction described in which any Borrower is locatedclause (a) above, (c) any backup withholding tax that is required by the Code to be withheld from amounts payable to a Lender that has failed to comply with clause (A) of §5.12.5(b4.1(h)(ii), (d) in the case of a Foreign Lender (other than an assignee pursuant to a request by a Borrower under §5.11)Lender, any United States withholding tax that (i) is required to be imposed on amounts payable to such Foreign Lender pursuant to the Laws in force at the time such Foreign Lender becomes a party hereto (or designates a new Eurocurrency Lending Office) or (ii) is attributable to such Foreign Lender’s failure or inability (other than as a result of a Change change in Lawlaw) to comply with clause (B) of §5.12.5(b4.1(h)(ii), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new Eurocurrency Lending Office (or assignment), to receive additional amounts from a the Borrower with respect to such withholding tax pursuant to §5.12.1(b4.1(c) or §5.12.3(e), and (e) in any withholding taxes imposed by the case United States pursuant to FATCA. Equity Interests. Any and all shares, interests, participations or other equivalents (however designated) of capital stock of a Foreign Lendercorporation, taxes imposed on any “withholdable payment” as and all equivalent ownership interests in a result Person which is not a corporation and any and all warrants or options to purchase any of the failure of such recipient of such payment to satisfy the applicable requirements as set forth in FATCA. Existing Credit Agreement. As defined in the preamble hereto. Existing Maturity Date. See §3.4(a)foregoing.

Excluded Taxes. With respect to the Administrative any Agent, any LenderBank, the Issuing Bank or any other recipient of any payment to be made by or on account of any obligation of the Borrowers any Borrower hereunder, (a) taxes imposed on or measured by its overall net income or profits (however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the Laws of which such recipient is organized or in which its principal office is located or, in the case of any LenderBank, in which its applicable Eurocurrency Lending Office lending office is located, (b) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction in which any such Borrower is located, (c) any backup withholding tax that is required by the Code to be withheld from amounts payable to a Lender Bank that has failed to comply with clause (A) of §5.12.5(b6.2(a)(ii), and (d) in the case of a Foreign Lender Bank (other than an assignee pursuant to a request by a Borrower the Borrowers under §5.116.14), any United States withholding tax that (i) is required to be imposed on amounts payable to such Foreign Lender a Bank pursuant to the Laws in force at on the time such Foreign Lender becomes a party hereto (or designates a new Eurocurrency Lending Office) Closing Date or (ii) after the Closing Date, is attributable to such Foreign LenderBank’s failure or inability (other than as a result of a Change in Law) to comply with clause (B) of §5.12.5(b6.2(a)(ii), except to the extent that such Foreign Lender Bank (or its assignor, if any) was entitled, at the time of designation of a new Eurocurrency Lending Office lending office (or assignment), to receive additional amounts from a such Borrower with respect to such withholding tax pursuant to §5.12.1(b19(a)(ii) or §5.12.3(iii). Notwithstanding anything to the contrary contained in this definition, and (e) in the case “Excluded Taxes” shall not include any withholding tax imposed at any time on payments made by or on behalf of a Foreign LenderObligor to any Bank hereunder or under any other Loan Document, taxes imposed on any “withholdable payment” as a result of provided that such Bank shall have complied with §6.2(a)(i) to the failure of extent such recipient of such payment to satisfy the applicable requirements as set forth in FATCABank may lawfully do so. Existing Credit Agreement. As defined in the preamble recitals hereto. Existing Maturity DateFacility Fees. See §3.4(a)Collectively, the Domestic Facility Fee, the Canadian Facility Fee, the U.K. Facility Fee and the PR Facility Fee. Federal Funds Effective Rate. On any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Domestic Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Effective Rate for such day shall be such rate on such transactions on the next preceding Domestic Business Day as so published on the next succeeding Domestic Business Day, and (b) if no such rate is so published on such next succeeding Domestic Business Day, the Federal Funds Effective Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on such day on such transactions as determined by the Administrative Agent. Fee Letter. That certain fee letter, dated as of May 5, 2011, by and among Bank of America, MLPF&S and Ryder. Fitch. Fitch Investors Service, Inc. and any successor thereto.

Excluded Taxes. With respect to the Administrative any Agent, any LenderBank, the Issuing Bank or any other recipient of any payment to be made by or on account of any obligation of the Borrowers any Borrower hereunder, (a) taxes imposed on or measured by its overall net income or profits (however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the Laws of which such recipient is organized or in which its principal office is located or, in the case of any LenderBank, in which its applicable Eurocurrency Lending Office lending office is located, (b) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction in which any such Borrower is located, (c) any backup withholding tax that is required by the Code to be withheld from amounts payable to a Lender Bank that has failed to comply with clause (A) of §5.12.5(b6.2(a)(ii), and (d) in the case of a Foreign Lender Bank (other than an assignee pursuant to a request by a Borrower the Borrowers under §5.116.14), any United States withholding tax that (i) is required to be imposed on amounts payable to such Foreign Lender a Bank pursuant to the Laws in force at on the time such Foreign Lender becomes a party hereto (or designates a new Eurocurrency Lending Office) Closing Date or (ii) after the Closing Date, is attributable to such Foreign LenderBank’s failure or inability (other than as a result of a Change in Law) to comply with clause (B) of §5.12.5(b6.2(a)(ii), except to the extent that such Foreign Lender Bank (or its assignor, if any) was entitled, at the time of designation of a new Eurocurrency Lending Office lending office (or assignment), to receive additional amounts from a such Borrower with respect to such withholding tax pursuant to §5.12.1(b19(a)(ii) or §5.12.3(iii). Notwithstanding anything to the contrary contained in this definition, and (e) in the case “Excluded Taxes” shall not include any withholding tax imposed at any time on payments made by or on behalf of a Foreign LenderObligor to any Bank hereunder or under any other Loan Document, taxes imposed on any “withholdable payment” as a result of provided that such Bank shall have complied with §6.2(a)(i) to the failure of extent such recipient of such payment to satisfy the applicable requirements as set forth in FATCA. Existing Credit Agreement. As defined in the preamble hereto. Existing Maturity Date. See §3.4(a)Bank may lawfully do so.

Excluded Taxes. With respect to the Administrative any Agent, any Lender, the Issuing Bank Lender or any other recipient of any payment to be made by or on account of any obligation of the Borrowers hereundera Loan Party hereunder or under any Loan Document, (a) taxes imposed on or measured by its overall net income (however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the United States, by the jurisdiction (or any political subdivision thereof) under the Laws laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable Eurocurrency Lending Office is located, or by any jurisdiction as a result of a present or former connection between such recipient and the jurisdiction imposing such tax (or any political subdivision thereof), other than any such connection arising solely from such recipient having executed, delivered or performed its obligations or received a payment under, or enforced, this Credit Agreement or any other Loan Document, (b) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction in which any Borrower Loan Party is located, (c) any backup withholding tax that is required by the Code to be withheld from amounts payable to a Lender that has failed to comply with clause (A) of §5.12.5(b6.12(e)(ii), (d) in the case of a Foreign Lender (other than an assignee pursuant to a request by a Borrower under §5.116.11), any United States withholding tax that (i) is required to be imposed on amounts payable to such Foreign Lender pursuant to the Laws laws in force at the time such Foreign Lender becomes a party hereto (or designates a new Eurocurrency Lending Office) ), or (ii) is attributable to such Foreign Lender’s failure or inability (other than as a result of a Change change in Lawlaw) to comply with clause (B) of §5.12.5(b6.12(e)(ii), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new Eurocurrency Lending Office (or assignment), to receive additional amounts from a Borrower with respect to such withholding tax pursuant to §5.12.1(b6.12(a)(ii) or §5.12.3(c), and (e) in the case of a Foreign Lender, taxes any United States withholding tax imposed on any “withholdable payment” as a result of the failure of such recipient of such payment to satisfy the applicable requirements as set forth in under FATCA. Existing Credit Agreement. As defined in the preamble hereto. Existing Maturity Date. See §3.4(a)preamble.

Excluded Taxes. With respect to the Administrative Agent, any Lender, the Issuing Bank Lender or any other recipient of any payment to be made by or on account of any obligation of the Borrowers hereunder, (a) taxes imposed on or measured by its overall net income (however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the Laws of which such recipient is organized or in which its principal office is located considered to be present or, in the case of any Lender, in which its applicable Eurocurrency Lending Office is located, (b) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction in which any Borrower is considered to be located, (c) any backup withholding tax that is required by the Code to be withheld from amounts payable to a Lender that has failed to comply with clause (A) of §5.12.5(b5.17(e)(ii), and (d) in the case of a Foreign Lender (other than an assignee pursuant to a request by a any Borrower under §5.115.12), any United States withholding tax that (i) is required to be imposed on amounts payable to such Foreign Lender pursuant to the Laws in force at the time such Foreign Lender becomes a party hereto (or designates a new Eurocurrency Lending Office) or (ii) is attributable to such Foreign Lender’s failure or inability (other than as a result of a Change in Law) to comply deliver documentation in accordance with clause (B) of §5.12.5(b5.17(e)(ii), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new Eurocurrency Lending Office (or assignment), to receive additional amounts from a Borrower the Borrowers with respect to such withholding tax pursuant to §5.12.1(b5.17(a)(ii) or §5.12.3, and (e) in the case of a Foreign Lender, taxes imposed on any “withholdable payment” as a result of the failure of such recipient of such payment to satisfy the applicable requirements as set forth in FATCA. Existing Credit Agreement. As defined in the preamble hereto. Existing Maturity Date. See §3.4(ac).

Excluded Taxes. With respect to the Administrative Agent, any Lender, the Issuing Bank Banks or any other recipient of any payment to be made by or on account of any obligation of the Borrowers Borrower hereunder, (a) taxes imposed on or measured by its overall net income (however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the Laws laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable Eurocurrency Lending Office is located, or by any jurisdiction as a result of a present or former connection between such recipient and the jurisdiction imposing such tax (or any political subdivision thereof), other than any such connection arising solely from such recipient having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or any other Loan Document, (b) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction in which any the Borrower is located, (c) any backup withholding tax that is required by the Code to be withheld from amounts payable to a Lender that has failed to comply with clause (A) of §5.12.5(b4.3.3(e)(ii), and (d) in the case of a Foreign Lender (other than an assignee pursuant to a request by a the Borrower under §5.114.12), any United States withholding tax that (i) is required to be imposed on amounts payable to such Foreign Lender pursuant to the Laws laws in force at the time such Foreign Lender becomes a party hereto (or designates a new Eurocurrency Lending Office) or ), (ii) is attributable to such Foreign Lender’s failure or inability (other than as a result of a Change change in Lawlaw) to comply with clause (B) of §5.12.5(b4.3.3(e)(ii), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new Eurocurrency Lending Office (or assignment), to receive additional amounts from a the Borrower with respect to such withholding tax pursuant to §5.12.1(b4.3.3(a)(ii) or §5.12.3(c), and or (eiii) in the case of a is attributable to such Foreign Lender, taxes imposed on any “withholdable payment” ’s failure or inability (other than as a result of a change in law, except for a change in law relating to the failure implementation of such recipient FATCA) to comply with clause (C) of such payment §4.3.3(e)(ii) and is imposed with respect to satisfy the applicable requirements as set forth in of FATCA. Existing Credit Agreement. As defined in the preamble hereto. Existing Maturity Date. See §3.4(a).

Excluded Taxes. With Any of the following Taxes imposed on or with respect to the Administrative Agent, any Lender, the Issuing Bank Recipient or any other recipient of any required to be withheld or deducted from a payment to be made by or on account of any obligation of the Borrowers hereundera Recipient, (a) taxes Taxes imposed on or measured by its overall net income (however denominated), franchise Taxes, and franchise taxes branch profits Taxes, in each case, (i) imposed on it (in lieu as a result of net income taxes), by the jurisdiction (or any political subdivision thereof) such Recipient being organized under the Laws of which such recipient is organized laws of, or in which having its principal office is located or, in the case of any Lender, in which its applicable Eurocurrency Lending Office is locatedlocated in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction in which any Borrower is located, (c) any backup withholding tax that is required by the Code to be withheld from amounts payable to a Lender that has failed to comply with clause (A) of §5.12.5(b), (d) in the case of a Foreign Lender (other than an assignee pursuant to a request by a Borrower under §5.11)Lender, any United States U.S. federal withholding tax that (i) is required to be Taxes imposed on amounts payable to or for the account of such Foreign Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the Laws date on which (i) such Lender acquires such interest in force at the time such Foreign Lender becomes a party hereto Loan or Commitment (or designates a new Eurocurrency Lending Officeother than pursuant to an assignment request by the Borrower under §4.12) or (ii) is attributable to such Foreign Lender’s failure or inability (other than as a result of a Change in Law) to comply with clause (B) of §5.12.5(b)Lender changes its Lending Office, except in each case to the extent that such Foreign Lender (or its assignorthat, if any) was entitled, at the time of designation of a new Eurocurrency Lending Office (or assignmentpursuant to §4.3.3(a)(ii), to receive additional (a)(iii) or (c), amounts from a Borrower with respect to such Taxes were payable either to such Lender's assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its Lending Office, (c) Taxes attributable to such Recipient’s failure to comply with §4.3.3(e) and (d) any U.S. federal withholding tax Taxes imposed pursuant to §5.12.1(b) or §5.12.3, and (e) in the case of a Foreign Lender, taxes imposed on any “withholdable payment” as a result of the failure of such recipient of such payment to satisfy the applicable requirements as set forth in FATCA. Existing Credit Agreement. As defined in The Credit Agreement dated as of May 31, 2013, as amended, restated, supplemented or otherwise modified, by and among the preamble heretoBorrower, the lending institutions party thereto and Bank of America as administrative agent for such lending institutions. Existing Maturity DateLetters of Credit. See §3.4(a)3.8 hereof. Extending Lender. See §2.13(e) hereof.

Excluded Taxes. With respect to the Administrative Agent, any Lender, the Issuing Fronting Bank or any other recipient of any payment to be made by or on account of any obligation of the Borrowers Borrower hereunder, (a) taxes imposed on or measured by its overall net income (however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the Laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable Eurocurrency Lending Office is located, (b) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction in which any the Borrower is located, (c) any backup withholding tax that is required by the Code to be withheld from amounts payable to a Lender that has failed to comply with clause (Ai) of §5.12.5(b5.3.4(b), and (d) in the case of a Foreign Lender (other than an assignee pursuant to a request by a the Borrower under §5.115.10), any United States withholding tax that (i) is required to be imposed on amounts payable to such Foreign Lender pursuant to the Laws in force at the time such Foreign Lender becomes a party hereto (or designates a new Eurocurrency Lending Office) or (ii) is attributable to such Foreign Lender’s failure or inability (other than as a result of a Change in Law) to comply with clause (Bii) of §5.12.5(b5.3.4(b), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new Eurocurrency Lending Office (or assignment), to receive additional amounts from a the Borrower with respect to such withholding tax pursuant to §5.12.1(b5.3.3(a)(ii) or §5.12.3, and (e) in the case of a Foreign Lender, taxes imposed on any “withholdable payment” as a result of the failure of such recipient of such payment to satisfy the applicable requirements as set forth in FATCA. Existing Credit Agreement. As defined in the preamble hereto. Existing Maturity Date. See §3.4(a5.3.3(c).

Excluded Taxes. With respect to the Administrative Agent, any Lender, the Issuing Bank or any other recipient of any payment to be made by or on account of any obligation of the Borrowers hereunder, (a) taxes imposed on or measured by its overall net income (however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the Laws of which such recipient is organized or in which its principal office is located considered to be present or, in the case of any Lender, in which its applicable Eurocurrency Lending Office is located, (b) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction in which any Borrower is considered to be located, (c) any backup withholding tax that is required by the Code to be withheld from amounts payable to a Lender that has failed to comply with clause (A) of §5.12.5(b5.17(e)(ii), and (d) in the case of a Foreign Lender (other than an assignee pursuant to a request by a any Borrower under §5.115.12), any United States withholding tax that (i) is required to be imposed on amounts payable to such Foreign Lender pursuant to the Laws in force at the time such Foreign Lender becomes a party hereto (or designates a new Eurocurrency Lending Office) or (ii) is attributable to such Foreign Lender’s failure or inability (other than as a result of a Change in Law) to comply deliver documentation in accordance with clause (B) of §5.12.5(b5.17(e)(ii), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new Eurocurrency Lending Office (or assignment), to receive additional amounts from a Borrower the Borrowers with respect to such withholding tax pursuant to §5.12.1(b5.17(a)(ii) or §5.12.3, and (e) in the case of a Foreign Lender, taxes imposed on any “withholdable payment” as a result of the failure of such recipient of such payment to satisfy the applicable requirements as set forth in FATCA. Existing Credit Agreement. As defined in the preamble hereto. Existing Maturity Date. See §3.4(ac).

Excluded Taxes. With Any of the following Taxes imposed on or with respect to the Administrative Agent, any Lender, the Issuing Bank Recipient or any other recipient of any required to be withheld or deducted from a payment to be made by or on account of any obligation of the Borrowers hereundera Recipient, (a) taxes Taxes imposed on or measured by its overall net income (however denominated), franchise Taxes, and franchise taxes branch profits Taxes, in each case, (i) imposed on it (in lieu as a result of net income taxes), by the jurisdiction (or any political subdivision thereof) such Recipient being organized under the Laws of which such recipient is organized laws of, or in which having its principal office is located or, in the case of any Lender, in which its applicable Eurocurrency Lending Office is locatedlocated in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction in which any Borrower is located, (c) any backup withholding tax that is required by the Code to be withheld from amounts payable to a Lender that has failed to comply with clause (A) of §5.12.5(b), (d) in the case of a Foreign Lender (other than an assignee pursuant to a request by a Borrower under §5.11)Lender, any United States U.S. federal withholding tax that (i) is required to be Taxes imposed on amounts payable to or for the account of such Foreign Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the Laws date on which (i) such Lender acquires such interest in force at the time such Foreign Lender becomes a party hereto Loan or Commitment (or designates a new Eurocurrency Lending Officeother than pursuant to an assignment request by CAI under §14.7) or (ii) is attributable to such Foreign Lender’s failure or inability (other than as a result of a Change in Law) to comply with clause (B) of §5.12.5(b)Lender changes its Lending Office, except in each case to the extent that such Foreign Lender (or its assignorthat, if any) was entitled, at the time of designation of a new Eurocurrency Lending Office (or assignmentpursuant to §5.2.2(a)(ii), to receive additional (a)(iii) or (c), amounts from a Borrower with respect to such Taxes were payable either to such Lender's assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its Lending Office, (c) Taxes attributable to such Recipient’s failure to comply with §5.2.2(e) and (d) any U.S. federal withholding tax Taxes imposed pursuant to §5.12.1(b) or §5.12.3, and (e) in the case of a Foreign Lender, taxes imposed on any “withholdable payment” as a result of the failure of such recipient of such payment to satisfy the applicable requirements as set forth in FATCA. Existing Credit Agreement. As defined in the preamble Recitals hereto. Existing Maturity DateLetters of Credit. See §3.4(a)Those letters of credit issued for the account of CAI under the Existing Credit Agreement and set forth on Schedule 1.1 hereto. FASB ASC. The Accounting Standards Codification of the Financial Accounting Standards Board.