Common use of FATCA Mitigation Clause in Contracts

FATCA Mitigation. (i) If a FATCA Deduction is or will be required to be made by the Borrower under Clause 22.5(b) or (c) in respect of a payment to any FATCA Non-Exempt Lender, the Borrower may (but shall not be required to), in addition to making any FATCA Deductions already required and any associated gross-up and indemnity payments under this Clause 22.5, elect to either: (A) Prepay in full the Contribution of the FATCA Non-Exempt Lender (plus accrued and unpaid interest, the Mandatory Cost, if any, and all other amounts then due the FATCA Non-Exempt Lender) in accordance with and subject to the conditions of Clause 8 upon 15 days’ written notice to the Facility Agent and such FATCA Non-Exempt Lender, specifying the amount to be prepaid, the date on which the prepayment is to be made and the basis for the FATCA Deduction, or (B) if no Event of Default or Potential Event of Default has occurred and is continuing, nominate one or more Transferee Lenders who upon becoming a Lender would be an Exempt FATCA Party, by notice in writing to the Facility Agent and the FATCA Non-Exempt Lender specifying the terms of the proposed transfer, and, subject to sub-clause (ii) below, cause such Transferee Lender(s) to purchase all of the FATCA Non-Exempt Lender’s Contribution and Commitment. (ii) If the Borrower elects to nominate one or more Transferee Lenders under Clause 22.5(e)(i)(B), the relevant FATCA Non-Exempt Lender shall transfer its Contribution and Commitment to such Transferee Lender(s), but only after such FATCA Non-Exempt Lender has received one or more payments from the Borrower and such Transferee Lender(s) in an aggregate amount at least equal to the aggregate outstanding Contribution of such FATCA Non-Exempt Lender, together with accrued interest thereon to the date of payment of such Contribution and all other amounts payable to such FATCA Non-Exempt Lender under the Finance Documents. (iii) If a FATCA Deduction is or will be required to be made by the Borrower under Clause 22.5(b) or (c) in respect of a payment to any Creditor Party as a result of the Facility Agent not being a FATCA Exempt Party, at the written request of the Creditor Party, the Facility Agent shall resign and a successor Facility Agent who is a FATCA Exempt Party shall be appointed pursuant to the Agency and Trust Deed.

FATCA Mitigation. (i) If a FATCA Deduction is or will be required to be made by any of the Borrower Obligors or the Agent under Clause 22.5(b) or (c22.8(b) in respect of a payment to any FATCA Non-Exempt Lender, the Borrower relevant Obligor may (but shall not be required to), in addition to making any FATCA Deductions already required and any associated gross-up and indemnity payments under this Clause 22.522.8 (FATCA), not later than the second Repayment Date following a notice given under Clauses 22.8(b)(iii) or 22.8(c)(i) elect to either: (A) Prepay prepay in full the Contribution of the FATCA Non-Exempt Lender (plus accrued and unpaid interest, the Mandatory Cost, if any, and all other amounts then due the FATCA Non-Exempt Lender) in accordance with and subject to the conditions of Clause 8 Clauses 8.11 (Amounts payable on prepayment) and 8.13 (Reborrowing) upon 15 30 days’ written notice to the Facility Agent and such FATCA Non-Exempt Lender, specifying the amount to be prepaid, the date on which the prepayment is to be made and the basis for the FATCA Deduction, or (B) if no Event of Default or Potential Event of Default has occurred and is continuingoccurred, nominate one or more Transferee Lenders who would meet the requirements of Clause 26.2 (Transfer by a Lender) of the Loan Agreement and who upon becoming a Lender would be an Exempt FATCA Party, by notice in writing to the Facility Agent and the FATCA Non-Exempt Lender specifying the terms of the proposed transfer, and, subject to sub-clause subclause (ii) below, cause such Transferee Lender(s) to purchase purchase, in accordance with Clause 26 (Transfers and Changes in Lending Offices), all of the FATCA Non-Exempt Lender’s Contribution and Commitment. (ii) If any of the Borrower Obligors elects to nominate one or more Transferee Lenders under Clause 22.5(e)(i)(B22.8(e)(i)(B), the relevant FATCA Non-Exempt Lender shall transfer its Contribution and Commitment to such Transferee Lender(s), but only after such FATCA Non-Exempt Lender has received one or more payments from the Borrower any Obligor and such Transferee Lender(s) in an aggregate amount at least equal to the aggregate outstanding Contribution of such FATCA Non-Exempt Lender, together with accrued interest thereon to the date of payment of such Contribution and all other amounts payable to such FATCA Non-Exempt Lender under the Finance DocumentsLoan Agreement. (iii) If a FATCA Deduction is or will be required to be made by the Borrower under Clause 22.5(b) or (c) in respect of a payment to any Creditor Party as a result of the Facility Agent not being a FATCA Exempt Party, at the written request of the Creditor Party, the Facility Agent shall resign and a successor Facility Agent who is a FATCA Exempt Party shall be appointed pursuant to the Agency and Trust Deed.

FATCA Mitigation. (i) If a FATCA Deduction is or will be required to be made by the Borrower under Clause 22.5(b22.7(b) or (c) in respect of a payment to any FATCA Non-Exempt Lender, the Borrower may (but shall not be required to), in addition to making any FATCA Deductions already required and any associated gross-up and indemnity payments under this Clause 22.522.7, elect to either: (A) Prepay in full the Contribution of the FATCA Non-Exempt Lender (plus accrued and unpaid interest, the Mandatory Cost, if any, and all other amounts then due the FATCA Non-Exempt Lender) in accordance with and subject to the conditions of Clause 8 upon 15 days’ written notice to the Facility Agent and such FATCA Non-Exempt Lender, specifying the amount to be prepaid, the date on which the prepayment is to be made and the basis for the FATCA Deduction, or (B) if no Event of Default or Potential Event of Default has occurred and is continuing, nominate one or more Transferee Lenders who upon becoming a Lender would be an Exempt FATCA Party, by notice in writing to the Facility Agent and the FATCA Non-Exempt Lender specifying the terms of the proposed transfer, and, subject to sub-clause subclause (ii) below, cause such Transferee Lender(s) to purchase all of the FATCA Non-Exempt Lender’s Contribution and Commitment. (ii) If the Borrower elects to nominate one or more Transferee Lenders under Clause 22.5(e)(i)(B22.7(e)(i)(B), the relevant FATCA Non-Exempt Lender shall transfer its Contribution and Commitment to such Transferee Lender(s), but only after such FATCA Non-Exempt Lender has received one or more payments from the Borrower and such Transferee Lender(s) in an aggregate amount at least equal to the aggregate outstanding Contribution of such FATCA Non-Exempt Lender, together with accrued interest thereon to the date of payment of such Contribution and all other amounts payable to such FATCA Non-Exempt Lender under the Finance Documents. (iii) If a FATCA Deduction is or will be required to be made by the Borrower under Clause 22.5(b22.7(b) or (c) in respect of a payment to any Creditor Party as a result of the Facility Agent not being a FATCA Exempt Party, at the written request of the Creditor Party, the Facility Agent shall resign and a successor Facility Agent who is a FATCA Exempt Party shall be appointed pursuant to the Agency and Trust Deed.

FATCA Mitigation. (i) If a FATCA Deduction is or will be required to be made by the Borrower Borrowers under Clause 22.5(b) or (c) in respect of a payment to any FATCA Non-Exempt Lender, the Borrower Borrowers may (but shall not be required to), in addition to making any FATCA Deductions already required and any associated gross-up and indemnity payments under this Clause 22.5, elect to either: (A) Prepay prepay in full the Contribution of the FATCA Non-Exempt Lender (plus accrued and unpaid interest, the Mandatory Cost, if any, and all other amounts then due the FATCA Non-Exempt Lender) in accordance with and subject to the conditions of Clause 8 upon 15 days’ written notice to the Facility Agent and such FATCA Non-Exempt Lender, specifying the amount to be prepaid, the date on which the prepayment is to be made and the basis for the FATCA Deduction, or (B) if no Event of Default or Potential Event of Default has occurred and is continuing, nominate one or more Transferee Lenders who upon becoming a Lender would be an Exempt FATCA Party, by notice in writing to the Facility Agent and the FATCA Non-Exempt Lender specifying the terms of the proposed transfer, and, subject to sub-clause (ii) below, cause such Transferee Lender(s) to purchase all of the FATCA Non-Exempt Lender’s Contribution and Commitment. (ii) If the Borrower elects Borrowers elect to nominate one or more Transferee Lenders under Clause 22.5(e)(i)(B), the relevant FATCA Non-Exempt Lender shall transfer its Contribution and Commitment to such Transferee Lender(s), but only after such FATCA Non-Exempt Lender has received one or more payments from the Borrower Borrowers and such Transferee Lender(s) in an aggregate amount at least equal to the aggregate outstanding Contribution of such FATCA Non-Exempt Lender, together with accrued interest thereon to the date of payment of such Contribution and all other amounts payable to such FATCA Non-Exempt Lender under the Finance Documents. (iii) If a FATCA Deduction is or will be required to be made by the Borrower Borrowers under Clause 22.5(b) or (c) in respect of a payment to any Creditor Party as a result of the Facility Agent not being a FATCA Exempt Party, at the written request of the Creditor Party, the Facility Agent shall resign and a successor Facility Agent who is a FATCA Exempt Party shall be appointed pursuant to the Agency and Trust Deed.

FATCA Mitigation. (i) If a FATCA Deduction is or will be required to be made by the Borrower under Clause 22.5(b22.7(b) or (c) in respect of a payment to any FATCA Non-Exempt Lender, the Borrower may (but shall not be required to), in addition to making any FATCA Deductions already required and any associated gross-up and indemnity payments under this Clause 22.522.7, elect to either: (A) Prepay in full the Contribution of the FATCA Non-Exempt Lender (plus accrued and unpaid interest, the Mandatory Cost, if any, and all other amounts then due the FATCA Non-Exempt Lender) in accordance with and subject to the conditions of Clause 8 upon 15 days’ ' written notice to the Facility Agent and such FATCA Non-Exempt Lender, specifying the amount to be prepaid, the date on which the prepayment is to be made and the basis for the FATCA Deduction, or (B) if no Event of Default or Potential Event of Default has occurred and is continuing, nominate one or more Transferee Lenders who upon becoming a Lender would be an Exempt FATCA Party, by notice in writing to the Facility Agent and the FATCA Non-Exempt Lender specifying the terms of the proposed transfer, and, subject to sub-clause subclause (ii) below, cause such Transferee Lender(s) to purchase all of the FATCA Non-Exempt Lender’s 's Contribution and Commitment. (ii) If the Borrower elects to nominate one or more Transferee Lenders under Clause 22.5(e)(i)(B22.7(e)(i)(B), the relevant FATCA Non-Exempt Lender shall transfer its Contribution and Commitment to such Transferee Lender(s), but only after such FATCA Non-Exempt Lender has received one or more payments from the Borrower and such Transferee Lender(s) in an aggregate amount at least equal to the aggregate outstanding Contribution of such FATCA Non-Exempt Lender, together with accrued interest thereon to the date of payment of such Contribution and all other amounts payable to such FATCA Non-Exempt Lender under the Finance Documents. (iii) If a FATCA Deduction is or will be required to be made by the Borrower under Clause 22.5(b22.7(b) or (c) in respect of a payment to any Creditor Party as a result of the Facility Agent not being a FATCA Exempt Party, at the written request of the Creditor Party, the Facility Agent shall resign and a successor Facility Agent who is a FATCA Exempt Party shall be appointed pursuant to the Agency and Trust Deed.

FATCA Mitigation. (i) If a FATCA Deduction Withholding is or will be required to be made by the Borrower or any Guarantor under Clause 22.5(b) or (cSection 11.8(b) in respect of a payment to any FATCA Non-Exempt Lender, the Borrower may (but shall not be or any Guarantor required to)to make such FATCA Withholding may, in addition to making any FATCA Deductions Withholdings already required and any associated gross-up and indemnity payments not later than the second payment date (under this Clause 22.5Section 5.1) following a notice given under Sections 11.8(b)(iii) or (c)(i), elect to either: (A) Prepay prepay in full the Contribution Commitment of the FATCA Non-Exempt Lender (plus accrued and unpaid interest, the Mandatory Cost, if any, and all other amounts then due the FATCA Non-Exempt Lender) in accordance with and subject to the conditions of Clause 8 Section 5.2 (it being agreed, however, that (i) no minimum prepayment amount or integral multiple thereof shall apply in this circumstance and (ii) prepayments made pursuant to this Section shall not be distributed to the Lenders on a pro rata basis) upon 15 180 days’ written notice to the Facility Agent and such FATCA Non-Exempt Lender, specifying the amount to be prepaid, the date on which the prepayment is to be made and the basis for the FATCA DeductionWithholding, or (B) if no Event of Default or Potential Event of Default has occurred and is continuing, nominate one or more Transferee transferee Lenders who would meet the requirements of Section 10 of this Agreement and who upon becoming a Lender would be an FATCA Exempt FATCA Party, by notice in writing to the Facility Agent and the FATCA Non-Exempt Lender specifying the terms of the proposed transfer, and, subject to sub-clause (ii) below, and cause such Transferee transferee Lender(s) to purchase purchase, in accordance with Section 10, all of the FATCA Non-Exempt Lender’s Contribution and Commitment. (ii) If the Borrower elects to nominate one or more Transferee Lenders under Clause 22.5(e)(i)(B), the relevant FATCA Non-Exempt Lender shall transfer its Contribution and Commitment to such Transferee Lender(s), but only after such FATCA Non-Exempt Lender has received one or more payments from the Borrower and such Transferee Lender(s) in an aggregate amount at least equal to the aggregate outstanding Contribution of such FATCA Non-Exempt Lender, together with accrued interest thereon to the date of payment of such Contribution and all other amounts payable to such FATCA Non-Exempt Lender under the Finance Documents. (iii) If a FATCA Deduction is or will be required to be made by the Borrower under Clause 22.5(b) or (c) in respect of a payment to any Creditor Party as a result of the Facility Agent not being a FATCA Exempt Party, at the written request of the Creditor Party, the Facility Agent shall resign and a successor Facility Agent who is a FATCA Exempt Party shall be appointed pursuant to the Agency and Trust Deed.