Additional United Kingdom Withholding Tax Matters. (i) Subject to (ii) below, each Lender and each UK Borrower which makes a payment to such Lender shall cooperate in completing any procedural formalities necessary for such UK Borrower to obtain authorization to make such payment without withholding or deduction for Taxes imposed under the laws of the United Kingdom.
(ii) (A) A Lender on the Effective Date that (x) holds a passport under the HMRC DT Treaty Passport scheme and (y) wishes such scheme to apply to this Agreement, shall provide its scheme reference number and its jurisdiction of tax residence to each UK Borrower and the Administrative Agent; and
Additional United Kingdom Withholding Tax Matters. (i) A payment by a UK Borrower shall not be increased under Section 2.17(a) by reason of a UK Tax Deduction on account of Taxes imposed by the UK on interest if, on the date on which the payment falls due:
(A) the payment could have been made to the relevant Lender without a UK Tax Deduction if the Lender had been a UK Qualifying Lender, but on that date that Lender is not or has ceased to be a UK Qualifying Lender other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration, or application of) any law or UK Treaty or any published practice or published concession of any relevant taxing authority; or
(B) the relevant Lender is a UK Qualifying Lender solely by virtue of paragraph (a)(ii) of the definition of UK Qualifying Lender, and:
(1) an officer of HM Revenue & Customs has given (and not revoked) a direction (a Direction) under section 931 of the UK ITA which relates to the payment and that Xxxxxx has received from the Borrower Representative or the UK Borrower making the payment a certified copy of that Direction; and
(2) the payment could have been made to the Lender without any UK Tax Deduction if that Direction had not been made; or
(C) the relevant Lender is a UK Qualifying Lender solely by virtue of paragraph (a)(ii) of the definition of UK Qualifying Lender and:
(1) the relevant Lender has not given a UK Tax Confirmation to the UK Borrower; and
(2) the payment could have been made to the Lender without any UK Tax Deduction if the Lender had given a UK Tax Confirmation to the UK Borrower, on the basis that the UK Tax Confirmation would have enabled the UK Borrower to have formed a reasonable belief that the payment was an “excepted payment” for the purpose of section 930 of the UK ITA;
(D) the relevant Lender is a UK Treaty Lender and the UK Borrower making the payment is able to demonstrate that the payment could have been made to the Lender without the UK Tax Deduction had that Lender complied with its obligations under (ii) below; or
(E) any such increased payment would be duplicative of any additional amounts or any indemnity already paid by the Loan Parties in respect of the same UK Tax Deduction pursuant to any Loan Document.
(ii) Subject to (iii) below, each UK Treaty Lender and each UK Borrower which makes a payment to such UK Treaty Lender shall cooperate in completing any procedural formalities necessary for such UK Borrower to obtain authorization to make such p...
Additional United Kingdom Withholding Tax Matters. Subject to (ii) below, each Lender and each UK Borrower which makes a payment to such Lender shall cooperate in completing any procedural formalities necessary for such UK Borrower to obtain authorization to make such payment without withholding or deduction for Taxes imposed under the laws of the United Kingdom.
Additional United Kingdom Withholding Tax Matters i. Subject to clause (f)(ii) of this Section, each Lender and each UK Borrower which makes a payment to such Lender shall cooperate in completing any procedural formalities necessary for such UK Borrower to obtain authorization to make such payment without withholding or deduction for Taxes imposed under the laws of the United Kingdom and each Lender shall on or prior to the later of (A) the date it becomes a Lender (whether on the Restatement Effective Date or such later date in accordance with Section 10.06) and (B) the date of the initial Credit Extension made to the UK Borrower, confirm to the UK Borrower whether or not such Lender is a Qualifying Lender; provided that, in furtherance of the foregoing, by its signature hereto, each Lender party hereto on the Restatement Effective Date hereby confirms that it is a Qualifying Lender as of the Restatement Effective Date solely for the purposes of UK withholding tax in respect of any payment of interest payable by a UK Borrower.
ii. As to any Lender that (A) holds a passport under the HMRC DT Treaty Passport scheme and (B) wishes such scheme to apply to this Agreement,
1. as to any such Lender that is a Lender on the Restatement Effective Date, such Lender shall provide its scheme reference number and its jurisdiction of tax residence to each UK Borrower and the Administrative Agent by or reasonably promptly following the Restatement Effective Date;
2. as to any such Lender that becomes a Lender in accordance with this Agreement after the Restatement Effective Date, such Lender shall provide its scheme reference number and its jurisdiction of tax residence to each UK Borrower and the Administrative Agent by or reasonably promptly following the date on which such Lender becomes a Lender under this Agreement; and
3. upon satisfying either clause (ii)(A) or (ii)(B), such Lender shall have satisfied its obligation under clause (f)(i) of this Section.
iii. If a Lender has confirmed its scheme reference number and its jurisdiction of tax residence in accordance with clause (f)(ii) of this Section, the UK Borrower(s) shall make a Borrower DTTP Filing with respect to such Lender, and shall promptly provide such Lender with a copy of such filing; provided that, if:
1. each UK Borrower making a payment to such Lender has not made a Borrower DTTP Filing in respect of such Lender; or
2. each UK Borrower making a payment to such Lender has made a Borrower DTTP Filing in respect of such Lender but:
a. such Borrower DTTP...
Additional United Kingdom Withholding Tax Matters. Subject to (ii) below, each Lender and each UK Borrower which makes a payment to such Lender shall cooperate in completing any procedural formalities necessary for such UK Borrower to obtain authorization to make such payment without withholding or deduction for Taxes imposed under the laws of the United Kingdom. (ii) (A) A Lender on the day on which the U.K. Borrower initially requests a Borrowing hereunder or the issuance of a Letter of Credit that (x) holds a passport under the HMRC DT Treaty Passport scheme and (y) wishes such scheme to apply to this Agreement, shall promptly provide its scheme reference number and its jurisdiction of tax residence to each UK Borrower and the Agent; and
Additional United Kingdom Withholding Tax Matters. (i) Subject to Section (f)(ii) below, each Term A-3 Lender and the Term A-3 Borrower shall cooperate in completing any procedural formalities necessary for the Term A-3 Borrower to obtain authorization to make such payment without a UK Tax Deduction.
(1) a Term A-3 Lender on the date of this Agreement that (x) holds a passport under the HMRC DT Treaty Passport scheme and (y) wishes such scheme to apply to this Agreement, shall provide its scheme reference number and its jurisdiction of tax residence to the Term A-3 Borrower and the Administrative Agent; and
(2) a Lender which becomes a Term A-3 Lender hereunder after the date of this Agreement that (x) holds a passport under the HMRC DT Treaty Passport scheme and (y) wishes such scheme to apply to this Agreement, shall provide its scheme reference number and its jurisdiction of tax residence in the documentation which it executes on becoming a Lender under this Agreement, and upon satisfying either Section 3.01(f)(ii)(1) or (2) above such Lender shall have satisfied its obligation under Section 3.01(f)(i) above.
Additional United Kingdom Withholding Tax Matters. (i) Subject to clauses (ii) and (iii) below, each U.K. Borrower shall, at the request of any Lender or the Agent, reasonably assist such Lender in timely completing any procedural formalities (as may be applicable in the United Kingdom at the applicable time) necessary for such Lender to receive payments under this Agreement or under any other Loan Document without withholding or deduction for Taxes imposed under the laws of the United Kingdom, and such Lender shall complete such procedural formalities. Notwithstanding anything to the contrary in the preceding sentence, the completion, execution and submission of such documentation shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.
(ii) Each Lender that is entitled to an exemption from or reduction of withholding Tax on interest under any applicable double taxation treaty to which the United Kingdom is a party, and that holds a passport number under the HMRC Double Taxation Treaty Passport Scheme and wishes that scheme to apply to this Agreement and the other Loan Documents, shall include an indication of such choice by providing to the Agent and each applicable U.K. Borrower such Lender’s scheme reference number, such Lender’s jurisdiction of tax residence, the applicable rate of relief under the relevant double taxation treaty, and any other information the relevant U.K. Borrower reasonably requests as is required for the U.K. Borrower to make a Borrower DTTP Filing (the “DTTP Information”).
(iii) Without limiting clause (i) above, when a Lender provides the applicable DTTP Information to the Agent and each U.K. Borrower in accordance with clause (ii) above, each U.K. Borrower shall make a Borrower DTTP Filing with respect to such Lender, and in each case each U.
Additional United Kingdom Withholding Tax Matters. (i) Without limiting the generality of the foregoing and subject to (ii) below, each Lender and each UK Borrower which makes a payment to such Lender shall cooperate in completing as soon as reasonably possible any procedural formalities necessary for such UK Borrower to obtain authorization to make such payment without withholding or deduction or subject to a reduced rate of withholding or deduction for Taxes imposed under the laws of the United Kingdom.
(ii) (A) A Lender on the day on which this Agreement closes that (x) holds a passport under the HMRC DT Treaty Passport scheme and (y) wishes such scheme to apply to this Agreement, shall confirm its scheme reference number and its jurisdiction of tax residence opposite its name in Schedule 2.01; and
Additional United Kingdom Withholding Tax Matters. (i) Without limiting the generality of the foregoing and subject to (ii) below, each Lender and each UK Borrower which makes a payment to such Lender shall cooperate in completing as soon as reasonably possible any procedural formalities necessary for such UK Borrower to obtain authorization to make such payment without withholding or deduction or subject to a reduced rate of withholding or deduction for Taxes imposed under the laws of the United Kingdom and renew such authorization where it expires or ceases to have effect.
(ii) (A) A Lender on the day on which this Agreement closes that (x) holds a passport under the HMRC DT Treaty Passport scheme and (y) wishes such scheme to apply to this Agreement, shall confirm its scheme reference number and its jurisdiction of tax residence opposite its name in Schedule 2.01; and
Additional United Kingdom Withholding Tax Matters. (i) Subject to (ii) below, each Lender and the Borrower shall cooperate in completing any procedural formalities necessary for such the Borrower to obtain authorization to make such payment without withholding or deduction for Taxes imposed under the laws of the United Kingdom.
(ii) (A) A Lender on the Closing Date that (x) holds a passport under the HMRC DT Treaty Passport scheme and (y) wishes such scheme to apply to this Agreement, shall provide its scheme reference number and its jurisdiction of tax residence to the Borrower and the Administrative Agent; and
