Common use of Taxes; Net Payments Clause in Contracts

Taxes; Net Payments. (a) All payments made by the Borrower under the Loan Documents shall be made free and clear of, and without reduction for or on account of, any Taxes required by law to be withheld from any amounts payable under the Loan Documents. In the event that the Borrower is prohibited by law from making such payments free of deductions or withholdings, then the Borrower shall pay such additional amounts to the Administrative Agent, for the benefit of the Issuing Bank and the Lenders, as may be necessary in order that the actual amounts received by the Issuing Bank and the Lenders in respect of interest and any other amounts payable under the Loan Documents after deduction or withholding (and after payment of any additional Taxes or other charges due as a consequence of the payment of such additional amounts) shall equal the amount that would have been received if such deduction or withholding were not required. In the event that any such deduction or withholding can be reduced or nullified as a result of the application of any relevant double taxation convention, the Lenders, the Issuing Bank and the Administrative Agent will, at the expense of the Borrower, cooperate with the Borrower in making application to the relevant taxing authorities seeking to obtain such reduction or nullification, provided that the Lenders, the Issuing Bank and the Administrative Agent shall have no obligation to (i) engage in any litigation, hearing or proceeding with respect thereto or (ii) disclose any tax return or other confidential information. If the Borrower shall make any payment under this section or shall make any deduction or withholding from amounts paid under any Loan Document, the Borrower shall forthwith forward to the Administrative Agent original or certified copies of official receipts or other evidence acceptable to the Administrative Agent establishing each such payment, deduction or withholding, as the case may be, and the Administrative Agent in turn shall distribute copies thereof to the Issuing Bank and each Lender. In the event that the Issuing Bank or any Lender determines that it received a refund or credit for Taxes paid by the Borrower under this section, the Issuing Bank or such Lender, as the case may be, shall promptly notify the Administrative Agent and the Borrower of such fact and shall remit to the Borrower the amount of such refund or credit applicable to the payments made by the Borrower in respect of the Issuing Bank or such Lender, as the case may be, under this section.

Taxes; Net Payments. (a) All payments made If, as a result of any change occurring after the date hereof in any treaty, law or regulation of the United States or any political subdivision or taxing authority thereof or therein or in the official interpretation of any thereof (a "Tax Law Change"), any amount payable by the Borrower Company under the Loan Documents shall be made free and clear to any Lender which is not a "United States person" (as defined in Section 7701(a)(30) of the Code) becomes subject to the imposition of, and without reduction or any deduction or withholding for or on account of, any Taxes imposed by the United States or any political subdivision or taxing authority thereof or therein (other than any such Taxes, or any deduction or withholding for or on account thereof, which are imposed by any taxing authority in any jurisdiction in which such Lender maintains a Lending Office or is otherwise subject to such Tax by reason of transactions or activities other than those contemplated by this Agreement), or there is an increase in the rate of any such Taxes or in the amount of the deduction or withholding for or on account thereof as in effect immediately prior to such Tax Law Change (all such non-excluded Taxes, deductions or withholdings being referred to herein as "Indemnified Taxes"), then the Company shall, to the extent legally permissible, make all payments under the Loan Documents free and clear of, and without deduction or withholding for or on account of, any such Indemnified Taxes. In the event the Company is required by law to be withheld make any deduction or withholding for or on account of any such Indemnified Taxes from any amounts payable under the Loan Documents. In the event that the Borrower is prohibited by law from making such payments free of deductions or withholdingspayment, then the Borrower Company shall pay (i) increase the amount of such payment so that the relevant Lender will receive a net amount (after deduction of all such Indemnified Taxes and all additional amounts to the Administrative Agent, for the benefit of the Issuing Bank and the Lenders, Indemnified Taxes as may be necessary in order that imposed by reason of such increased payment) equal to the actual amounts amount which would have been received by the Issuing Bank and the Lenders in respect of interest and any other amounts payable under the Loan Documents after had no such deduction or withholding been required, (ii) file such returns or reports as may be required with respect to such Indemnified Taxes with, and after make payment thereof to, the appropriate taxing authority within the time prescribed therefor by law, and (iii) promptly following a request therefor by the Agent or the relevant Lender, provide a copy of any additional Taxes a receipt or other charges due as a consequence satisfactory documentary evidence of the payment of such additional amountsIndemnified Taxes; provided, however, that the Company shall have no liability under this paragraph for (x) shall equal any Taxes which are imposed by reason of a failure of a relevant Lender to comply with its obligations under paragraph 3.10(b) or (y) an amount of Taxes greater than the amount that the Company would have been received if obligated to pay under this paragraph with respect to Taxes of the transferring Lender had there not been a transfer by such deduction or withholding were not requiredLender of an interest (including, without limitation, a participation interest) in the Loan Documents prior to a Tax Law Change, but the Company shall have liability for any Tax for which the acquiror of such interest becomes liable after the transfer thereof and following a Tax Law Change (other than any such transfer which is made in connection with an exercise of remedies following an Event of Default). In the event that any such deduction or withholding can be reduced or nullified as a result of the application of any relevant double taxation conventioncon- vention, the Lenders, the Issuing Bank Lenders and the Administrative Agent will, at the expense of the BorrowerCompany, cooperate with the Borrower Company in making application to the relevant rel- evant taxing authorities seeking to obtain such reduction or nullification, provided that the Lenders, the Issuing Bank Lenders and the Administrative Agent shall have no obligation to (i) engage in any litigation, hearing or proceeding litigation with respect thereto or (ii) disclose any tax return or other confidential information. If the Borrower shall make any payment under this section or shall make to any deduction or withholding from amounts paid Lender under any Loan DocumentDocument is or becomes subject to any Indemnified Taxes, the Borrower such Lender shall forthwith forward (unless otherwise required by a Governmental Body or as a result of any law, rule, regulation, order or similar directive applicable to the Administrative Agent original or certified copies of official receipts or other evidence acceptable such Lender) designate a dif- ferent Lending Office from that initially selected thereby, if such designation would avoid such Indemnified Taxes and would not be oth- erwise disadvantageous to the Administrative Agent establishing each such payment, deduction or withholding, as the case may be, and the Administrative Agent Lender in turn shall distribute copies thereof to the Issuing Bank and each Lenderany material respect. In the event that the Issuing Bank or any Lender determines that it received a refund or credit for Indemnified Taxes paid by the Borrower Company under this sectionparagraph , the Issuing Bank or such Lender, as the case may be, Lender shall promptly notify the Administrative Agent and the Borrower Company of such fact and shall remit to the Borrower Company the amount of such refund or credit applicable to the payments made by the Borrower Company to or in respect of such Lender under this paragraph. (b) Each Lender which is not a "United States person" (as defined in Section 7701(a)(30) of the Issuing Bank Code) shall deliver to the Company such certificates, documents, or other evidence as the Company may reasonably require from time to time as are necessary to establish that such Lender is not subject to withholding under the Code (or is entitled to a reduced rate of withholding) or as may be necessary to establish, under any law imposing upon the Company, hereafter, an obligation to withhold any portion of the payments made by the Company under the Loan Documents, that payments to the Agent on behalf of such Lender are not subject to withholding (or qualify for a reduced rate of withholding). Notwithstanding any provision herein to the contrary, the Company shall have no obligation to pay to any Lender any amount which the Company is liable to withhold due to the failure of such Lender to file any certificates, documents, or other evidence from time to time required in order to secure an exemption from, or reduced rate of, any withholding Tax imposed under any applicable law or treaty. (c) In the event that the Company shall become liable to make any payments under this paragraph to or on behalf of any Lender, the Company may, within 60 days of the demand by such Lender for such payments, request one or more of the Lenders (each, a "Replacement Lender") to elect to increase its Commitment by an amount up to the amount of the Commitment of such Lender (a "Selling Lender") or designate another lender or lenders (any such lender, also a "Replacement Lender") reasonably acceptable to the Agent and willing to assume the Commitment of any such Selling Lender. Upon the Commitment of such Selling Lender being taken up by a Replacement Lender, such Replacement Lender shall assume the Commitment of such Selling Lender by purchasing such Selling Lender's Note which shall be sold by such Selling Lender without recourse or warranty (except as to the case may beamount due thereon, its title to such Note and its right to sell the same) at a price in immediately available funds equal to the outstanding principal balance of such Selling Lender's Notes, together with accrued and unpaid interest thereon to the date of such payment, any accrued and unpaid Facility Fee due to such Selling Lender and any other amounts due to such Selling Lender under the Loan Documents. Effective upon such sale, each Replacement Lender shall be deemed to be a "Lender" for purposes of this section.Agreement, and such Selling Lender shall cease to be a "Lender" for all purposes of this Agreement (ex- cept with respect to its rights hereunder to be reimbursed for costs and expenses, and to indemnification with respect to, matters at- tributable to events, acts or conditions occurring prior to such assumption and purchase) and shall no longer have any obligations hereunder. The Company shall execute and deliver to such Replacement Lender a Note or Notes in an aggregate principal amount equal to the Loans assigned to, and the Commitment assumed by, such Replacement Lender in exchange for the Note or Notes of the applicable Selling Lender. 3.11

Taxes; Net Payments. (a) All payments made by the Borrower under the Loan Documents shall be made free and clear of, and without reduction for or on account of, any Included Taxes required by law to be withheld from any amounts payable under the Loan Documents. In the event that the Borrower is prohibited by law from making such payments under the Loan Documents free of deductions or withholdingswithholdings in respect of Included Taxes, then the Borrower Borrower, without duplication of other payments hereunder, shall pay such additional amounts to the Administrative Agent, for the benefit of the Issuing Bank and the LendersCredit Parties, as may be necessary in order that the actual amounts received by the Issuing Bank and the Lenders each Credit Party in respect of interest and any other amounts amount payable under the Loan Documents after deduction or withholding (and after payment of any additional Taxes taxes or other charges due as a consequence of the payment of such additional amounts) shall equal the amount that would have been received if such deduction or withholding were not required. In the event that any such deduction or withholding with respect to Included Taxes can be reduced or nullified as a result of the application of any relevant double taxation convention, the Lenders, relevant Credit Party will cooperate with the Issuing Bank and the Administrative Agent will, Borrower (at the sole expense of the Borrower, cooperate with the Borrower ) in making application to the relevant taxing authorities seeking to seek to obtain such reduction or nullification, provided so long as it would not be disadvantageous to such Credit Party, provided, however, that the Lenders, the Issuing Bank and the Administrative Agent no Credit Party shall have no any obligation to (i) engage in any litigation, hearing or proceeding litigation with respect thereto or (ii) disclose any tax return or other confidential informationthereto. If the Borrower shall make any payment payments under this section Section 3.10 or shall make any deduction deductions or withholding withholdings from amounts paid under any Loan Documentin accordance with this Section 3.10, the Borrower shall forthwith shall, as promptly as practicable thereafter, forward to the Administrative Agent original or certified copies of official receipts or other evidence acceptable to the Administrative Agent establishing each such payment, deduction or withholding, as the case may be, payment and the Administrative Agent in turn shall distribute copies thereof of such receipts to each Credit Party. If payments under the Issuing Bank Loan Documents to any Credit Party are or become subject to any withholding, such Credit Party shall (unless otherwise required by a Governmental Authority or as a result of any treaty, convention, law, rule, regulation, order or similar directive applicable to such Credit Party) use its best efforts to designate a different office or branch to which payments are to be made under the Loan Documents from that initially selected thereby, if such designation would avoid or mitigate such withholding and each Lenderwould not be disadvantageous to such Credit Party. In the event that the Issuing Bank or any Lender determines Credit Party shall have determined that it received a refund or credit for Included Taxes paid by the Borrower under this sectionSection 3.10, the Issuing Bank or such Lender, as the case may be, Credit Party shall promptly notify the Administrative Agent and the Borrower of such fact and shall remit to the Borrower the amount of such refund or credit applicable to the payments made by the Borrower in respect of the Issuing Bank or such Lender, as the case may be, Credit Party under this sectionSection 3.10 (but only to the extent of indemnity payments made under this Section 3.10 with respect to the Taxes giving rise to such refund), net of all third party out-of-pocket expenses (including Taxes) of such indemnified Credit Party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Borrower, upon the request of such indemnified Credit Party, shall repay to such indemnified Credit Party the amount of such refund paid pursuant to this Section 3.10(a) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified Credit Party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 3.10(a), in no event will the indemnified Credit Party be required to pay any refund or other amount to Borrower pursuant to this Section 3.10(a) the payment of which would place the indemnified Credit Party in a less favorable net after-Tax position than the indemnified Credit Party would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This Section 3.10(a) shall not be construed to require any Credit Party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the Borrower or any other Person.

Taxes; Net Payments. (a) All payments made by the Borrower Borrowers under the Loan Documents shall be made free and clear of, and without reduction for or on account of, any Taxes taxes required by law to be withheld from any amounts payable under the Loan Documents. In the event that the a Borrower is prohibited by law from making such payments free of deductions or withholdings, then the such Borrower shall pay such additional amounts to the Administrative Agent, for the benefit of the Issuing Bank Issuer and the Lenders, as may be necessary in order that the actual amounts received by the Issuing Bank Issuer and the Lenders in respect of interest and any other amounts payable under the Loan Documents after deduction or withholding (and after payment of any additional Taxes taxes or other charges due as a consequence of the payment of such additional amounts) shall equal the amount that would have been received if such deduction or withholding were not required. In the event that any such deduction or withholding can be reduced or nullified as a result of the application of any relevant double taxation convention, the Lenders, the Issuing Bank Issuer and the Administrative Agent will, at the expense of the applicable Borrower, cooperate with the such Borrower in making application to the relevant taxing authorities seeking to obtain such reduction or nullification, provided that the Lenders, the Issuing Bank Issuer and the Administrative Agent shall have no obligation to (i) engage in any litigation, hearing or proceeding litigation with respect thereto or (ii) disclose any tax return or other confidential information. If the a Borrower shall make any payment under this section Section or shall make any deduction or withholding from amounts paid under any Loan Document, the such Borrower shall forthwith forward to the Administrative Agent original or certified copies of official receipts or other evidence acceptable to the Administrative Agent establishing each such payment, deduction or withholding, as the case may be, and the Administrative Agent in turn shall distribute copies thereof to the Issuing Bank Issuer and each Lender. If any payment to the Issuer or any Lender under any Loan Document is or becomes subject to any withholding, the Issuer or such Lender, as the case may be, shall (unless otherwise required by a Governmental Authority or as a result of any law, rule, regulation, order 39 or similar directive applicable to the Issuer or such Lender, as the case may be) designate a different office or branch to which such payment is to be made from that initially selected thereby, if such designation would avoid such withholding and would not be otherwise disadvantageous to the Issuer or such Lender, as the case may be, in any respect. In the event that the Issuing Bank Issuer or any Lender determines that it received a refund or credit for Taxes taxes paid by the a Borrower under this sectionSection, the Issuing Bank Issuer or such Lender, as the case may be, shall promptly notify the Administrative Agent and the such Borrower of such fact and shall remit to the such Borrower the amount of such refund or credit applicable to the payments made by the such Borrower in respect of the Issuing Bank Issuer or such Lender, as the case may be, under this sectionSection.

Taxes; Net Payments. (a) All payments made by the Borrower under the Loan Documents shall be made free and clear of, and without reduction for or on account of, any Included Taxes required by law to be withheld from any amounts payable under the Loan Documents. In the event that the Borrower is prohibited by law from making such payments under the Loan Documents free of deductions or withholdingswithholdings in respect of Included Taxes, then the Borrower Borrower, without duplication of other payments hereunder, shall pay such additional amounts to the Administrative Agent, for the benefit of the Issuing Bank and the LendersCredit Parties, as may be necessary in order that the actual amounts received by the Issuing Bank and the Lenders each Credit Party in respect of interest and any other amounts amount payable under the Loan Documents after deduction or withholding (and after payment of any additional Taxes taxes or other charges due as a consequence of the payment of such additional amounts) shall equal the amount that would have been received if such deduction or withholding were not required. In the event that any such deduction or withholding with respect to Included Taxes can be reduced or nullified as a result of the application of any relevant double taxation convention, the Lenders, relevant Credit Party will cooperate with the Issuing Bank and the Administrative Agent will, Borrower (at the sole expense of the Borrower, cooperate with the Borrower ) in making application to the relevant taxing authorities seeking to seek to obtain such reduction or nullification, provided so long as it would not be disadvantageous to such Credit Party, provided, however, that the Lenders, the Issuing Bank and the Administrative Agent no Credit Party shall have no any obligation to (i) engage in any litigation, hearing or proceeding litigation with respect thereto or (ii) disclose any tax return or other confidential informationthereto. If the Borrower shall make any payment payments under this section Section 3.10 or shall make any deduction deductions or withholding withholdings from amounts paid under any Loan Documentin accordance with this Section 3.10, the Borrower shall forthwith shall, as promptly as practicable thereafter, forward to the Administrative Agent original or certified copies of official receipts or other evidence acceptable to the Administrative Agent establishing each such payment, deduction or withholding, as the case may be, payment and the Administrative Agent in turn shall distribute copies thereof of such receipts to each Credit Party. If payments under the Issuing Bank Loan Documents to any Credit Party are or become subject to any withholding, such Credit Party shall (unless otherwise required by a Governmental Authority or as a result of any treaty, convention, law, rule, regulation, order or similar directive applicable to such Credit Party) use its best efforts to designate a different office or branch to which payments are to be made under the Loan Documents from that initially selected thereby, if such designation would avoid or mitigate such withholding and each Lenderwould not be disadvantageous to such Credit Party. In the event that the Issuing Bank or any Lender determines Credit Party shall have determined that it received a refund or credit for Included Taxes paid by the Borrower under this sectionSection 3.10, the Issuing Bank or such Lender, as the case may be, Credit Party shall promptly notify the Administrative Agent and the Borrower of such fact and shall remit to the Borrower the amount of such refund or credit applicable to the payments made by the Borrower in respect of the Issuing Bank or such Lender, as the case may be, Credit Party under this sectionSection 3.10 (but only to the extent of indemnity payments made under this Section 3.10 with respect to the Taxes giving rise to such refund), net of all third party out-of-pocket expenses (including Taxes) of such indemnified Credit Party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Borrower, upon the request of such indemnified Credit Party, shall repay to such indemnified Credit Party the amount of such refund paid pursuant to this Section 3.10(a) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified Credit Party is required to repay such refund to such Governmental Authority. 57 Notwithstanding anything to the contrary in this Section 3.10(a), in no event will the indemnified Credit Party be required to pay any refund or other amount to Borrower pursuant to this Section 3.10(a) the payment of which would place the indemnified Credit Party in a less favorable net after-Tax position than the indemnified Credit Party would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This Section 3.10(a) shall not be construed to require any Credit Party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the Borrower or any other Person.

Taxes; Net Payments. (a) All payments made by the Borrower Borrowers under the Loan Documents shall be made free and clear of, and without reduction for or on account of, any Taxes taxes required by law to be withheld from any amounts payable under the Loan Documents. In the event that the a Borrower is prohibited by law from making such payments free of deductions or withholdings, then the such Borrower shall pay such additional amounts to the Administrative Agent, for the benefit of the Issuing Bank Issuer and the Lenders, as may be necessary in order that the actual amounts received by the Issuing Bank Issuer and the Lenders in respect of interest and any other amounts payable under the Loan Documents after deduction or withholding (and after payment of any additional Taxes taxes or other charges due as a consequence of the payment of such additional amounts) shall equal the amount that would have been received if such deduction or withholding were not required. In the event that any such deduction or withholding can be reduced or nullified as a result of the application of any relevant double taxation convention, the Lenders, the Issuing Bank Issuer and the Administrative Agent will, at the expense of the applicable Borrower, cooperate with the such Borrower in making application to the relevant taxing authorities seeking to obtain such reduction or nullification, provided that the Lenders, the Issuing Bank Issuer and the Administrative Agent shall have no obligation to (i) engage in any litigation, hearing or proceeding litigation with respect thereto or (ii) disclose any tax return or other confidential information. If the a Borrower shall make any payment under this section Section or shall make any deduction or withholding from amounts paid under any Loan Document, the such Borrower shall forthwith forward to the Administrative Agent original or certified copies of official receipts or other evidence acceptable to the Administrative Agent establishing each such payment, deduction or withholding, as the case may be, and the Administrative Agent in turn shall distribute copies thereof to the Issuing Bank Issuer and each Lender. In If any payment to the event that the Issuing Bank Issuer or any Lender determines that it received a refund under any Loan Document is or credit for Taxes paid by the Borrower under this section, the Issuing Bank or such Lender, as the case may be, shall promptly notify the Administrative Agent and the Borrower of such fact and shall remit to the Borrower the amount of such refund or credit applicable to the payments made by the Borrower in respect of the Issuing Bank or such Lender, as the case may be, under this section.becomes subject to

Taxes; Net Payments. (a) All payments made by the Borrower under the Loan Documents shall be made free and clear of, and without reduction for or on account of, any Taxes taxes required by law to be withheld from any amounts payable under the Loan Documents. In the event that the Borrower is prohibited by law from making such payments free of deductions or withholdings, then the Borrower shall pay such additional amounts to the Administrative Agent, for the benefit of the Issuing Bank Issuer and the Lenders, as may be necessary in order that the actual amounts received by the Issuing Bank Issuer and the Lenders in respect of interest and any other amounts payable under the Loan Documents after deduction or withholding (and after payment of any additional Taxes taxes or other charges due as a consequence of the payment of such additional amounts) shall equal the amount that would have been received if such deduction or withholding were not required. In the event that any such deduction or withholding can be reduced or nullified as a result of the application of any relevant double taxation convention, the Lenders, the Issuing Bank Issuer and the Administrative Agent will, at the expense of the Borrower, cooperate with the Borrower in making application to the relevant taxing authorities seeking to obtain such reduction or nullification, provided PROVIDED that the Lenders, the Issuing Bank Issuer and the Administrative Agent shall have no obligation to (i) engage in any litigation, hearing or proceeding with respect thereto or (ii) disclose any tax return or other confidential information. If the Borrower shall make any payment under this section Section or shall make any deduction or withholding from amounts paid under any Loan Document, the Borrower shall forthwith forward to the Administrative Agent original or certified copies of official receipts or other evidence acceptable to the Administrative Agent establishing each such payment, deduction or withholding, as the case may be, and the Administrative Agent in turn shall distribute copies thereof to the Issuing Bank Issuer and each Lender. If any payment to the Issuer or any Lender under any Loan Document is or becomes subject to any withholding, the Issuer or such Lender, as the case may be, shall (unless otherwise required by a Governmental Authority or as a result of any law, rule, regulation, order or similar directive applicable to the Issuer or such Lender, as the case may be) designate a different office or branch to which such payment is to be made from that initially selected thereby, if such designation would avoid such withholding and would not be otherwise disadvantageous to the Issuer or such Lender, as the case may be, in any respect. In the event that the Issuing Bank Issuer or any Lender determines that it received a refund or credit for Taxes taxes paid by the Borrower under this sectionSection, the Issuing Bank Issuer or such Lender, as the case may be, shall promptly notify the Administrative Agent and the Borrower of such fact and shall remit to the Borrower the amount of such refund or credit applicable to the payments made by the Borrower in respect of the Issuing Bank Issuer or such Lender, as the case may be, under this sectionSection.

Taxes; Net Payments. (a) All payments made by the Borrower Borrowers under the Loan Documents shall be made free and clear of, and without reduction for or on account of, any Taxes taxes required by law to be withheld from any amounts payable under the Loan Documents. In the event that the a Borrower is prohibited by law from making such payments free of deductions or withholdings, then the such Borrower shall pay such additional amounts to the Administrative Agent, for the benefit of the Issuing Bank Issuer and the Lenders, as may be necessary in order that the actual amounts received by the Issuing Bank Issuer and the Lenders in respect of interest and any other amounts payable under the Loan Documents after deduction or withholding (and after payment of any additional Taxes taxes or other charges due as a consequence of the payment of such additional amounts) shall equal the amount that would have been received if such deduction or withholding were not required. In the event that any such deduction or withholding can be reduced or nullified as a result of the application of any relevant double taxation convention, the Lenders, the Issuing Bank Issuer and the Administrative Agent will, at the expense of the applicable Borrower, cooperate with the such Borrower in making application to the relevant taxing authorities seeking to obtain such reduction or nullification, provided that the Lenders, the Issuing Bank Issuer and the Administrative Agent shall have no obligation to (i) engage in any litigation, hearing or proceeding litigation with respect thereto or (ii) disclose any tax return or other confidential information. If the a Borrower shall make any payment under this section Section or shall make any deduction or withholding from amounts paid under any Loan Document, the such Borrower shall forthwith forward to the Administrative Agent original or certified copies of official receipts or other evidence acceptable to the Administrative Agent establishing each such payment, deduction or withholding, as the case may be, and the Administrative Agent in turn shall distribute copies thereof to the Issuing Bank Issuer and each Lender. If any payment to the Issuer or any Lender under any Loan Document is or becomes subject to any withholding, the Issuer or such Lender, as the case may be, shall (unless otherwise required by a Governmental Authority or as a result of any law, rule, regulation, order or similar directive applicable to the Issuer or such Lender, as the case may be) designate a different office or branch to which such payment is to be made from that initially selected thereby, if such designation would avoid such withholding and would not be otherwise disadvantageous to the Issuer or such Lender, as the case may be, in any respect. In the event that the Issuing Bank Issuer or any Lender determines that it received a refund or credit for Taxes taxes paid by the a Borrower under this sectionSection, the Issuing Bank Issuer or such Lender, as the case may be, shall promptly notify the Administrative Agent and the such Borrower of such fact and shall remit to the such Borrower the amount of such refund or credit applicable to the payments made by the such Borrower in respect of the Issuing Bank Issuer or such Lender, as the case may be, under this sectionSection.