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This excerpt taken from the CVS 8-K filed Mar 23, 2007. 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 Issuer and the Lenders, as may be necessary in order that the actual
amounts received by the 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 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 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
that the Lenders, the 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 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 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 Issuer
or any Lender determines that it received a refund or credit for taxes paid
by
the Borrower under this Section, the 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 Issuer or such Lender,
as
the case may be, under this Section.
(b) Any Foreign
Lender that is entitled to an
exemption from or reduction of withholding tax under the law of the jurisdiction
in which the Borrower is located, or any treaty to which such jurisdiction
is a
party, with respect to payments under the Loan Documents shall deliver to the
Borrower (with a copy to the Administrative Agent), at the time or times
prescribed by applicable law, such properly completed and executed documentation
prescribed by applicable law or reasonably requested by the Borrower as will
permit such payments to be made without withholding or at a reduced rate.
Notwithstanding any provision herein to the contrary, the Borrower shall have
no
obligation to pay to any Lender any amount which the Borrower is liable to
withhold due to the failure of such Lender to file any statement of exemption
required by the Internal Revenue Code.
36 3.11 |
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