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This excerpt taken from the WEN 8-K filed Mar 12, 2009. Excluded Taxes” means, in the case of each Lender, each Issuer and each Agent, (a) taxes imposed on or measured by its overall net income (however denominated) and franchise taxes imposed on it (in lieu of net income taxes), and back-up withholding taxes in respect of the foregoing, by a jurisdiction (or any political
sub-division thereof) as a result of a present or former connection between such Lender, Issuer or Agent and the jurisdiction (or any political subdivision thereof) of the Governmental Authority imposing such tax (other than a connection that arises from such Lender, Issuer or Agent becoming party to, or having executed, delivered, performed its obligations or received a payment under, or enforced, this Agreement or any other Loan Document), (b) any branch profits taxes described in
Section 884 of the Code or any similar tax imposed by a jurisdiction described in clause (a) above, and (c) in the case of a Non-U.S. Lender, any U.S. federal withholding tax that (i) is imposed on amounts payable to such Lender pursuant to a Requirement of Law that was in effect at the time such Lender becomes a party hereto (or designates a new lending office), except to the extent that such Lender (or its assignor, if any) was entitled, at the time of designation of a new lending
office (or assignment), to receive additional amounts from any Borrower with respect to such withholding tax pursuant to Section 2.17(a) or (ii) is attributable to such Lender’s failure to comply with Section 2.17(f).
“ This excerpt taken from the WEN 8-K filed Jan 16, 2009. Excluded Taxes”
means, in the case of each Lender or applicable Lending Installation and the
Agent or any other recipient of any payment to be made by or on account of any
obligation of the Borrower hereunder or under any Note, (A) taxes imposed on its
overall net
income, franchise taxes (imposed in lieu of net income
taxes) imposed on it, and backup withholding taxes (including, in each case, any
such taxes to the extent imposed on a branch) (i) by the jurisdiction under the
laws of which such Lender or the Agent, as applicable, is incorporated or
organized or any political combination or subdivision or taxing authority
thereof, (ii) by the jurisdiction in which the Agent’s or such Lender’s, as
applicable, principal executive office or such Lender’s or Agent’s applicable
Lending Installation is located, or (iii) as a result of any other present or
former connection between the Agent or such Lender or the applicable Lending
Installation and the jurisdiction of the Governmental Authority imposing such
tax or any political subdivision or taxing authority thereof or therein (other
than any such connection arising solely from the Agent’s or such Lender’s or the
applicable Lending Installation’s having executed, delivered or performed its
obligations or received a payment under, or enforced, this Agreement or any
other Loan Document), (B) any branch profits taxes imposed by the United States
of America or any similar tax imposed by any other jurisdiction described in
clause (A) above, or (C) any withholding taxes imposed on amounts payable to a
Lender at the time such Lender becomes a party to this Agreement, except to the
extent that such Lender’s assignor (if any) was entitled, at the time of
assignment, to receive additional amounts from the Borrower with respect to such
Taxes pursuant to Section
4.5.1.
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