Significant Modification. For purposes of determining withholding Taxes imposed under FATCA, from and after the Third Amendment Effective Date, the Borrower Representative and the Administrative Agent shall treat (and the Lenders hereby authorize the Administrative Agent to treat) the Credit Agreement and the loans and other credit extensions thereunder for purposes of FATCA as not qualifying as “grandfathered obligations” within the meaning of section 1.1471-2(b)(2)(i) of the U.S. Treasury regulations.
Significant Modification. The Administrative Agent and the Borrower shall cooperate in good faith and use commercially reasonable efforts to meet the standards set forth in Section 1.1001-6 of the Proposed United States Treasury Regulations (or any successor United States Treasury Regulations or other official IRS guidance promulgated that supersedes such Proposed United States Treasury Regulation that is substantially equivalent to the proposed regulations) or otherwise not cause a “significant modification” (and therefore an exchange) of any Loans for purposes of Section 1.1001-3 of the United States Treasury Regulations.
Significant Modification. Each of the Borrowers hereby agrees that it will treat this Agreement as a significant modification within the meaning of Section 1.1001-3 of the United States Treasury Regulations. Each of the Borrowers further agrees that it will determine whether or not the Loans are traded on an established market and, if so, the fair market value of the Loans, each within the meaning of Section 1.1273-2(f) of the United States Treasury Regulations. The Borrowers shall make the aforementioned determinations available to the Lenders within 90 days of the Effective Date in the manner provided for notices in Section 9.1, and the Lenders shall take a position for tax purposes that is consistent with these determinations unless otherwise required by a Governmental Authority.
Significant Modification. For purposes of determining withholding Taxes imposed under FATCA, from and after the Fourth Amendment Pro Forma Effective Date, the Borrower and the Administrative Agent shall treat (and the Lenders hereby authorize the Administrative Agent to treat) the Loans and this Agreement as not qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).
Significant Modification. Prior to implementing a Benchmark Replacement and/or any Conforming Changes, the Administrative Agent and the Borrower shall use commercially reasonable efforts (exercised in good faith) to implement such Benchmark Replacement and/or any Conforming Changes in a manner that is intended to comply with the terms of United States Treasury Regulation Section 1.1001-6 (or any successor or similar Treasury Regulations) such that the Benchmark Replacement and/or Conforming Changes do not constitute a “significant modification” for purposes of United States Treasury Regulation Section 1.1001-3 (including, but not limited to, using commercially reasonable efforts to implement a Benchmark Replacement that is a “qualified rate”, as defined in the United States Treasury Regulation Section 1.1001-6).
