Common use of Excluded Taxes Clause in Contracts

Excluded Taxes. Any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or its Commitment pursuant to Applicable Law in effect on the date on which (i) such Lender acquires such interest in the Loan or its Commitment (other than pursuant to an assignment request by the Borrower under §4.14 as a result of costs sought to be reimbursed pursuant to §4.4), or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to §4.4, amounts 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 §4.4(g) and (d) any U.S. federal withholding Taxes imposed under FATCA. Existing Bridge Agreement. That certain Credit Agreement dated January 22, 2020, as amended, entered into by the Borrower, certain Subsidiaries of the Borrower, as subsidiary guarantors, REIT Guarantor, KeyBank National Association, as administrative agent, and certain lenders party thereto. Existing Credit Agreement. That certain Amended and Restated Credit Agreement dated August 7, 2019, as amended, entered into by the Borrower, certain Subsidiaries of the Borrower, as Subsidiary Guarantors, REIT Guarantor, the Agent and certain lenders. Facility Cap. As of any date of calculation, the lesser of (i) the Total Commitment (less any prepayments of Term Loans) and (ii) the Unencumbered Pool Value less the Outstanding amount of all Unsecured Indebtedness other than the Obligations (including, without limitation, any Pari Passu Facility).

Excluded Taxes. Any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or its Commitment pursuant to Applicable Law in effect on the date on which (i) such Lender acquires such interest in the Loan or its Commitment (other than pursuant to an assignment request by the Borrower under §4.14 as a result of costs sought to be reimbursed pursuant to §4.4), or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to §4.4, amounts 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 §4.4(g) and (d) any U.S. federal withholding Taxes imposed under FATCA. Existing Bridge Agreement. That certain Credit Agreement dated January 22, 2020, as amended, entered into by the Borrower, certain Subsidiaries of the Borrower, as subsidiary guarantors, REIT Guarantor, KeyBank National Association, as administrative agent, and certain lenders party thereto. Existing Credit Agreement. That certain Amended and Restated Credit Agreement dated August 7, 2019, as amended, entered into by the Borrower, certain Subsidiaries of the Borrower, as Subsidiary Guarantors, REIT Guarantor, the Agent and certain lenders. Facility Cap. As of any date of calculation, the lesser of (i) the Total Commitment (less any prepayments of Term Loans) and (ii) the Unencumbered Pool Value less the Outstanding amount of all Unsecured Indebtedness other than the Obligations (including, without limitation, any Pari Passu Facility)Value.

Excluded Taxes. Any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or its Commitment pursuant to Applicable Law in effect on the date on which (i) such Lender acquires such interest in the Loan or its Commitment (other than pursuant to an assignment request by the Borrower under §4.14 as a result of costs sought to be reimbursed pursuant to §4.4), or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to §4.4, amounts with respect to such Taxes were payable either to such Lender’s '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 's failure to comply with §4.4(g) and (d) any U.S. federal withholding Taxes imposed under FATCA. Existing Bridge Agreement. That certain Credit Agreement dated January 22, 2020, as amended, entered into by the Borrower, certain Subsidiaries of the Borrower, as subsidiary guarantors, REIT Guarantor, KeyBank National Association, as administrative agent, and certain lenders party thereto. Existing Credit Agreement. That certain Amended and Restated Revolving Credit Agreement dated August 711, 20192017, as amended, entered into by the Borrower, certain Subsidiaries of the Borrower, as Subsidiary Guarantors, REIT Guarantor, the Agent and certain lenders. Facility Cap. As of any date of calculation, the lesser of (i) the Total Commitment (less any prepayments of Term Loans) and (ii) the Unencumbered Pool Value less the Outstanding amount of all Unsecured Indebtedness other than the Obligations (including, without limitation, any Pari Passu Facility).

Excluded Taxes. Any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or its Commitment pursuant to an Applicable Law in effect on the date on which (i) such Lender acquires such interest in the Loan or its Commitment (other than pursuant to an assignment request by the Borrower under §4.14 as a result of costs sought to be reimbursed pursuant to §4.4), 4.3 or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to §4.44.3, amounts 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 §4.4(g4.3(g) and (d) any U.S. federal withholding Taxes imposed under FATCA. Existing Bridge Credit Agreement. That certain Credit Agreement Agreement, dated as of January 2229, 20202016, as amended, entered into by the and among Borrower, certain Subsidiaries of the BorrowerKeyBank, as subsidiary guarantors, REIT Guarantor, KeyBank National Association, as administrative agent, and certain lenders party thereto. Existing Credit Agreement. That certain Amended and Restated Credit Agreement dated August 7, 2019, as amended, entered into by the Borrower, certain Subsidiaries of the Borrower, as Subsidiary Guarantors, REIT Guarantor, the Agent and certain other lenders. Facility Cap. As of any date of calculation, the lesser of (i) the Total Commitment (less any prepayments of Term Loans) and (ii) the Unencumbered Pool Value less the Outstanding amount of all Unsecured Indebtedness other than the Obligations (including, without limitation, any Pari Passu Facility).

Excluded Taxes. Any of the following Taxes imposed on or with respect to a any Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any LenderLender or Group Agent, its applicable lending office Lending Office located in, the jurisdiction imposing such Tax Taxes (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a LenderLender or Group Agent, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender or Group Agent with respect to an applicable interest in a Loan or its Commitment pursuant to Applicable Law a law in effect on the date on which (i) such Lender or Group Agent acquires such interest in the Loan or its Commitment (other than pursuant to an assignment request by the Borrower under §4.14 as a result of costs sought to be reimbursed pursuant to §4.4), or (ii) such Lender or Group Agent changes its lending officeLending Office, except in each case to the extent that, pursuant to §4.4Section 5.1.2(a)(ii), (a)(iii) or (c), amounts with respect to such Taxes were payable either to such Lender’s or Group Agent’s assignor immediately before such Lender or Group Agent became a party hereto or to such Lender or Group Agent immediately before it changed its lending officeLending Office, (c) Taxes attributable to such Recipient’s failure to comply with §4.4(gSection 5.1.2(e) and (d) any U.S. federal withholding Taxes imposed under pursuant to FATCA. Existing Bridge AgreementScheduled Termination Date. That certain This term shall have the meaning set forth in Section 2.10(a) hereof. FATCA. §§1471 through 1474 of the Code, as of the date of this Credit Agreement dated January 22(or any amended or successor version that is substantively comparable and not materially more onerous to comply with), 2020, as amended, any current or future regulations or official interpretations thereof and any agreements entered into by the Borrower, certain Subsidiaries pursuant to §1471(b)(1) of the Borrower, as subsidiary guarantors, REIT Guarantor, KeyBank National Association, as administrative agent, and certain lenders party theretoCode. Existing Credit AgreementFee Letter. That certain Amended and Restated Credit Agreement dated August 7, 2019, as amended, entered into by the Borrower, certain Subsidiaries Each of the Borrower, as Subsidiary Guarantors, REIT Guarantor, the Agent and certain lenders. Facility Cap. As of any date of calculation, the lesser of following: (i) that certain letter agreement, dated the Total Commitment (less any prepayments of Term Loans) Closing Date, between the Borrower and the Administrative Agent and (ii) each fee letter between the Unencumbered Pool Value less the Outstanding amount of all Unsecured Indebtedness other than the Obligations (including, without limitation, any Pari Passu Facility)Borrower and each Lender with respect to this facility.

Excluded Taxes. Any For the purposes of the following Taxes imposed on or this Section 2.10, -------------- "Excluded Taxes" means, with respect to a Recipient or required any Lender Party, the Administrative -------------- Agent and any other Person entitled to be withheld or deducted from receive a payment to be made by or on account of any obligation of the Borrower hereunder or under the Notes (each of which is called herein a Recipient, (a) Taxes imposed on or measured by net income (however denominated"Tax Indemnitee"), franchise Taxes, and branch profits Taxes, in each case, (i) any Taxes which are imposed as a result on -------------- or with respect to, or measured by, the net income of such Recipient being organized Tax Indemnitee and which are imposed by the United States of America, or by any government or other taxation authority in the jurisdiction under the laws of, of which such Tax Indemnitee is organized or having in which its principal office is located or, in the case of any LenderLender Party, in which any of its applicable lending Applicable Lending Offices is located or, in the case of the Administrative Agent, in which it has an office located inlocation at which it performs its duties as Administrative Agent, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of any Lender Party or Administrative Agent that is organized under the laws of a Lenderjurisdiction outside the 00 Xxxxxx Xxxxxx xx Xxxxxxx, U.S. federal any withholding Taxes imposed on tax that (A) is in effect and applies to amounts payable by the Borrower under this Agreement, the Notes or any other Loan Document to or for the account benefit of such Lender Party at the time such Lender Party becomes a party to this Agreement (or designates a new Applicable Lending Office) except, in the case of any Lender Party that becomes a party to this Agreement or designates a new Applicable Lending Office after the Closing Date, to the extent that such Lender Party is entitled at the time it designates a new Applicable Lending Office, or to the extent that such Lender Party's assignor was entitled at the time such Lender Party becomes a party to this Agreement, as the case may be, to receive additional amounts from the Borrower with respect to an applicable interest in a Loan or its Commitment any withholding tax pursuant to Applicable Law in effect on the date on which (i) such Lender acquires such interest in the Loan or its Commitment (other than pursuant to an assignment request by the Borrower under §4.14 as a result of costs sought to be reimbursed pursuant to §4.4Section 2.10(a), or (iiB) such Lender changes its lending office, except in each case to the extent that, pursuant to §4.4, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or is attributable to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s Party's failure to comply with §4.4(gSection 2.10(f) or such Administrative Agent's failure to comply with Section 2.10(f) or 9.07(d), other than by reason of not being eligible for any exception from, or reduced rate of, withholding upon completion of the Internal Revenue Service Form at the time required, (iii) any Tax that is imposed in connection with any sale, assignment, transfer or other disposition by any Tax Indemnitee of all or any part of its interest in this Agreement, the Notes or any other Loan Documents other than during the continuance of an Event of Default, and (div) any U.S. federal withholding Taxes Tax imposed under FATCA. Existing Bridge Agreement. That certain Credit Agreement dated January 22, 2020, as amended, entered into by any government or other taxation authority in any jurisdiction to the Borrower, certain Subsidiaries of the Borrower, as subsidiary guarantors, REIT Guarantor, KeyBank National Association, as administrative agent, extent such Tax is attributable to a connection between such jurisdiction and certain lenders party thereto. Existing Credit Agreement. That certain Amended and Restated Credit Agreement dated August 7, 2019, as amended, entered into by the Borrower, certain Subsidiaries of the Borrower, as Subsidiary Guarantors, REIT Guarantor, the Agent and certain lenders. Facility Cap. As of any date of calculation, the lesser of (i) the Total Commitment (less any prepayments of Term Loans) and (ii) the Unencumbered Pool Value less the Outstanding amount of all Unsecured Indebtedness such Tax Indemnitee other than a connection arising from the Obligations (including, without limitation, any Pari Passu Facility)transactions contemplated by this Agreement and the other Loan Documents.