Common use of Joining Lenders Clause in Contracts

Joining Lenders. By its execution of this Amendment, PNC Bank, National Association (“PNC”) hereby confirms and agrees that, on and after the date hereof, it shall be and become a party to the Credit Agreement as a Lender and UK Lender, and shall have all of the rights and be obligated to perform all of the obligations of a Lender and UK Lender thereunder with the Revolver Commitment applicable to it identified on Exhibit A attached hereto. PNC further (i) represents and warrants that it is has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender and UK Lender under the Credit Agreement; (ii) confirms that it has received copies of the Credit Agreement and such other Loan Documents, documents, and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (iii) agrees that it shall, independently and without reliance upon Agent, any other agent, or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents; (iv) appoints and authorizes (A) Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to Agent by the terms thereof, together with such powers as are incidental thereto, and (B) UK Security Agent as security agent and trustee on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to UK Security Agent by the terms thereof, together with such powers as are incidental thereto; (v) confirms that it is a Treaty Lender; (vi) confirms that the person beneficially entitled to interest payable to PNC in respect of an advance under a Loan Document is either (A) a company resident in the United Kingdom for United Kingdom tax purposes; or (B) a partnership each member of which is (1) a company so resident in the United Kingdom; or (2) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account in computing its chargeable profits (within the meaning of section 19 of the CTA) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17 of the CTA; or (C) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect of that advance in computing the chargeable profits (within the meaning of section 19 of the CTA) of that company; (vi) confirms that it holds a passport under the HMRC DT Treaty Passport scheme (reference number 13/P/63904/DTTP) and is tax resident in United States of America, so that interest payable to PNC by UK Borrowers is generally subject to full exemption from UK withholding tax and notifies the Administrative Borrower that it wishes that scheme to apply to the Credit Agreement; and (vii) agrees that it will observe and perform all obligations that are required to be performed by it as a “Lender” and “UK Lender” under the Loan Documents. For the avoidance of doubt, ▇▇▇▇▇▇▇▇▇ hereby consent to PNC becoming a Lender and UK Lender under the Credit Agreement. PNC requests that the Administrative Borrower notify: (x) each UK Borrower which is a party to the Credit Agreement as of the date hereof that wishes the HMRC DT Treaty Passport Scheme to apply to the Credit Agreement and that it must make an application to HM Revenue & Customs under form DTTP2 within 30 days of the transfer date and (y) each UK Borrower which becomes a party to the Credit Agreement after the date hereof that PNC wishes the HMRC DT Treaty Passport Scheme to apply to the Credit Agreement and that it must make an application to HM Revenue & Customs under form DTTP2 within 30 days of such UK Borrower becoming a party to the Credit Agreement.

Appears in 1 contract

Sources: Credit Agreement (Concrete Pumping Holdings, Inc.)

Joining Lenders. By its execution of this Amendment, PNC Bankeach Joining Lender, National Association (“PNC”) hereby acknowledges, agrees and confirms and agrees that, on and after the date hereof, (a) it shall will be and become deemed to be a party to the Credit Agreement as and a Lender “Lender” for all purposes of the Credit Agreement and UK Lenderthe other Loan Documents, and shall have all of the rights and be obligated to perform all of the obligations of a Lender under the Credit Agreement as if it had executed the Credit Agreement; (b) it will be bound by, all of the terms, provisions and UK conditions contained in the Credit Agreement; (c) it has received a copy of the Credit Agreement, copies of the most recent financial statements delivered pursuant to Section 8.1 thereof and such other documents and information as it deems appropriate, independently and without reliance upon the Administrative Agent, any other Lender thereunder with or any of their Related Parties, to make its own credit analysis and decision to enter into this Amendment and to become a Lender under the Revolver Commitment applicable Credit Agreement; (d) it will, independently and without reliance upon the Administrative Agent, any other Lender or any of their Related Parties and based on such documents and information as it shall from time to it identified on Exhibit A attached hereto. PNC further time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon the Credit Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder; (ie) represents and warrants that it is an Eligible Assignee (after giving effect to the consents set forth on the signature pages to this Amendment); (f) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender and UK Lender under the Credit Agreement; (iig) confirms that it has received copies will perform in accordance with their terms all of the Credit Agreement and such other Loan Documents, documents, and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (iii) agrees that it shall, independently and without reliance upon Agent, any other agent, or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents; (iv) appoints and authorizes (A) Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to Agent obligations which by the terms thereof, together with such powers as are incidental thereto, and (B) UK Security Agent as security agent and trustee on its behalf and to exercise such powers under of the Credit Agreement and the other Loan Documents as are delegated to UK Security Agent by the terms thereof, together with such powers as are incidental thereto; (v) confirms that it is a Treaty Lender; (vi) confirms that the person beneficially entitled to interest payable to PNC in respect of an advance under a Loan Document is either (A) a company resident in the United Kingdom for United Kingdom tax purposes; or (B) a partnership each member of which is (1) a company so resident in the United Kingdom; or (2) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account in computing its chargeable profits (within the meaning of section 19 of the CTA) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17 of the CTA; or (C) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect of that advance in computing the chargeable profits (within the meaning of section 19 of the CTA) of that company; (vi) confirms that it holds a passport under the HMRC DT Treaty Passport scheme (reference number 13/P/63904/DTTP) and is tax resident in United States of America, so that interest payable to PNC by UK Borrowers is generally subject to full exemption from UK withholding tax and notifies the Administrative Borrower that it wishes that scheme to apply to the Credit Agreement; and (vii) agrees that it will observe and perform all obligations that are required to be performed by it as a “Lender” Lender and “UK Lender” under (h) it will provide any additional documentation (including, without limitation, any assignments to be executed in connection with the Loan Documents. For the avoidance of doubt, ▇▇▇▇▇▇▇▇▇ hereby consent Amendment) to PNC becoming evidence its status as a Lender and UK Lender under the Credit Agreement. PNC requests that the Administrative Borrower notify: (x) each UK Borrower which is a party to the Credit Agreement as of the date hereof that wishes the HMRC DT Treaty Passport Scheme Fourth Amendment Effective Date or as required to apply be delivered by it pursuant to the Credit Agreement and that it must make an application to HM Revenue & Customs under form DTTP2 within 30 days terms of the transfer date and (y) each UK Borrower which becomes a party to the Credit Agreement after the date hereof that PNC wishes the HMRC DT Treaty Passport Scheme to apply to the Credit Agreement and that it must make an application to HM Revenue & Customs under form DTTP2 within 30 days of such UK Borrower becoming a party to the Credit Agreement.

Appears in 1 contract

Sources: Credit Agreement (Pool Corp)

Joining Lenders. By its execution of this Amendment, PNC Union Bank, National Association (“PNC”) N.A. hereby confirms and agrees that, on and after the date hereof, it shall be and become a party to the Credit Loan Agreement as a U.S. Lender and UK a U.K. Lender, and shall have all of the rights and be obligated to perform all of the obligations of a U.S. Lender and UK a U.K. Lender thereunder with the U.S. Revolver Commitment and U.K. Revolver Commitment applicable to it identified on Exhibit A Schedule 1.1 attached hereto. PNC further By its execution of this Amendment, Union Bank, Canada Branch hereby confirms and agrees that, on and after the date hereof, it shall be and become a party to the Loan Agreement as a Canadian Lender, and shall have all of the rights and be obligated to perform all of the obligations of a Canadian Lender thereunder with the Canadian Revolver Commitment applicable to it identified on Schedule 1.1 attached hereto. Each of Union Bank, N.A. and Union Bank, Canada Branch (ia) represents and warrants that it is has full power and authority, and has taken all action necessary, legally authorized to execute and deliver enter into this Amendment and to consummate the transactions contemplated hereby and to become a Lender and UK Lender under the Credit AgreementAmendment; (iib) confirms that it has received copies of the Credit Loan Agreement and such other Loan Documents, documents, Documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (iiic) agrees that it shall, independently and without reliance upon Agent, any other agent, Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents; (ivd) confirms that it is an Eligible Assignee; (e) appoints and authorizes (A) Agent to take such action as agent on its behalf and to exercise such powers under the Credit Loan Agreement and the other Loan Documents as are delegated to Agent by the terms thereof, together with such powers as are incidental thereto, and (B) UK Security Agent as security agent and trustee on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to UK Security Agent by the terms thereof, together with such powers as are incidental thereto; (v) confirms that it is a Treaty Lender; (vi) confirms that the person beneficially entitled to interest payable to PNC in respect of an advance under a Loan Document is either (A) a company resident in the United Kingdom for United Kingdom tax purposes; or (B) a partnership each member of which is (1) a company so resident in the United Kingdom; or (2) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account in computing its chargeable profits (within the meaning of section 19 of the CTA) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17 of the CTA; or (C) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect of that advance in computing the chargeable profits (within the meaning of section 19 of the CTA) of that company; (vi) confirms that it holds a passport under the HMRC DT Treaty Passport scheme (reference number 13/P/63904/DTTP) and is tax resident in United States of America, so that interest payable to PNC by UK Borrowers is generally subject to full exemption from UK withholding tax and notifies the Administrative Borrower that it wishes that scheme to apply to the Credit Agreement; and (viif) agrees that it will observe and perform all obligations that are required to be performed by it as a “Lender” and “UK Lender” under the Loan Documents. For the avoidance of doubt, ▇▇▇▇▇▇▇▇▇ Borrowers hereby consent to PNC Union Bank, N.A. and Union Bank, Canada Branch each becoming a Lender and UK Lender under the Credit Loan Agreement. PNC requests For the purposes of the Loan Agreement, and in connection with its acting in the capacity of a U.K. Lender, Union Bank N.A. notifies to Agent that the Administrative Borrower notify: (x) each UK Borrower which it is a party to Treaty Lender and confirms its tax jurisdiction of incorporation as the Credit Agreement as of the date hereof that wishes United States and its passport number under the HMRC DT Treaty Passport Scheme scheme as 13/U/216367/DTTP. For the purposes of the Loan Agreement, and in connection with its acting in the capacity of a U.K. Lender, SunTrust Bank notifies to apply to the Credit Agreement and Agent that it must make an application to HM Revenue & Customs is a Treaty Lender and confirms its tax jurisdiction of incorporation as the United States and its passport number under form DTTP2 within 30 days of the transfer date and (y) each UK Borrower which becomes a party to the Credit Agreement after the date hereof that PNC wishes the HMRC DT Treaty Passport Scheme to apply to the Credit Agreement and that it must make an application to HM Revenue & Customs under form DTTP2 within 30 days of such UK Borrower becoming a party to the Credit Agreementscheme as 13/S/67712/DTTP.

Appears in 1 contract

Sources: Loan and Security Agreement (Callaway Golf Co)

Joining Lenders. By its execution of this Amendment, PNC BankBank of America, National Association N.A. (or any of its designated branch offices or affiliates) (“PNCBofA”) hereby confirms and agrees that, on and after the date hereof, it shall be and become a party to the Credit Agreement as a Lender and UK Lender, and shall have all of the rights and be obligated to perform all of the obligations of a Lender and UK Lender thereunder with the Revolver Commitment applicable to it identified on Exhibit A B attached hereto. PNC BofA further (i) represents and warrants that it is has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender and UK Lender under the Credit Agreement; (ii) confirms that it has received copies of the Credit Agreement and such other Loan Documents, documents, and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (iii) agrees that it shall, independently and without reliance upon Agent, any other agent, or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents; (iv) appoints and authorizes (A) Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to Agent by the terms thereof, together with such powers as are incidental thereto, and (B) UK Security Agent as security agent and trustee on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to UK Security Agent by the terms thereof, together with such powers as are incidental thereto; (v) confirms that it is a Treaty Lender; (vi) confirms that the person beneficially entitled to interest payable to PNC BofA in respect of an advance under a Loan Document is either (A) a company resident in the United Kingdom for United Kingdom tax purposes; or (B) a partnership each member of which is (1) a company so resident in the United Kingdom; or (2) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account in computing its chargeable profits (within the meaning of section 19 of the CTA) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17 of the CTA; or (C) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect of that advance in computing the chargeable profits (within the meaning of section 19 of the CTA) of that company; (vi) confirms that it holds a passport under the HMRC DT Treaty Passport scheme (reference number 13/P/63904/DTTP) and is tax resident in United States of America, so that interest payable to PNC BofA by UK Borrowers is generally subject to full exemption from UK withholding tax and notifies the Administrative Borrower that it wishes that scheme to apply to the Credit Agreement; and (vii) agrees that it will observe and perform all obligations that are required to be performed by it as a “Lender” and “UK Lender” under the Loan Documents. For the avoidance of doubt, ▇▇▇▇▇▇▇▇▇ hereby consent to PNC BofA becoming a Lender and UK Lender under the Credit Agreement. PNC BofA requests that the Administrative Borrower notify: (x) each UK Borrower which is a party to the Credit Agreement as of the date hereof that wishes the HMRC DT Treaty Passport Scheme to apply to the Credit Agreement and that it must make an application to HM Revenue & Customs under form DTTP2 within 30 days of the transfer date and (y) each UK Borrower which becomes a party to the Credit Agreement after the date hereof that PNC BofA wishes the HMRC DT Treaty Passport Scheme to apply to the Credit Agreement and that it must make an application to HM Revenue & Customs under form DTTP2 within 30 days of such UK Borrower becoming a party to the Credit Agreement.

Appears in 1 contract

Sources: Credit Agreement (Concrete Pumping Holdings, Inc.)

Joining Lenders. a. By its execution of this Amendment, PNC Bank, each of U.S. Bank National Association and U.S. Bank National Association, Canada Branch hereby confirms and agrees that, on and after the date hereof, it shall be and become a party to the Credit Agreement as a Lender (and Canadian Lender in the case of U.S. Bank National Association, Canada Branch), and shall have all of the rights and be obligated to perform all of the obligations of a Lender (and Canadian Lender in the case of U.S. Bank National Association, Canada Branch) thereunder with the Revolving Commitment applicable to it identified on Annex A attached hereto. Each of U.S. Bank National Association and U.S. Bank National Association, Canada Branch further (i) represents and warrants that it is has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender (and Canadian Lender in the case of U.S. Bank National Association, Canada Branch) under the Credit Agreement; (ii) confirms that it has received copies of the Credit Agreement and such other Loan Documents, documents, and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (iii) agrees that it shall, independently and without reliance upon Administrative Agent, any other agent, or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents; (iv) appoints and authorizes Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to Administrative Agent by the terms thereof, together with such powers as are incidental thereto; and (v) agrees that it will observe and perform all obligations that are required to be performed by it as a PNC”Lender” (and “Canadian Lender” in the case of U.S. Bank National Association, Canada Branch) under the Loan Documents. For the avoidance of doubt, Borrowers hereby consent to each of U.S. Bank National Association and U.S. Bank National Association, Canada Branch becoming a Lender (and Canadian Lender in the case of U.S. Bank National Association, Canada Branch) under the Credit Agreement. b. By its execution of this Amendment, Citizens Business Capital, a division of Citizens Asset Finance, Inc. hereby confirms and agrees that, on and after the date hereof, it shall be and become a party to the Credit Agreement as a Lender and UK Canadian Lender, and shall have all of the rights and be obligated to perform all of the obligations of a Lender and UK Canadian Lender thereunder with the Revolver Revolving Commitment applicable to it identified on Exhibit Annex A attached hereto. PNC Citizens Business Capital, a division of Citizens Asset Finance, Inc. further (i) represents and warrants that it is has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender and UK Canadian Lender under the Credit Agreement; (ii) confirms that it has received copies of the Credit Agreement and such other Loan Documents, documents, and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (iii) agrees that it shall, independently and without reliance upon Administrative Agent, any other agent, or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents; (iv) appoints and authorizes (A) Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to Agent by the terms thereof, together with such powers as are incidental thereto, and (B) UK Security Agent as security agent and trustee on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to UK Security Administrative Agent by the terms thereof, together with such powers as are incidental thereto; and (v) confirms that it is a Treaty Lender; (vi) confirms that the person beneficially entitled to interest payable to PNC in respect of an advance under a Loan Document is either (A) a company resident in the United Kingdom for United Kingdom tax purposes; or (B) a partnership each member of which is (1) a company so resident in the United Kingdom; or (2) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account in computing its chargeable profits (within the meaning of section 19 of the CTA) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17 of the CTA; or (C) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect of that advance in computing the chargeable profits (within the meaning of section 19 of the CTA) of that company; (vi) confirms that it holds a passport under the HMRC DT Treaty Passport scheme (reference number 13/P/63904/DTTP) and is tax resident in United States of America, so that interest payable to PNC by UK Borrowers is generally subject to full exemption from UK withholding tax and notifies the Administrative Borrower that it wishes that scheme to apply to the Credit Agreement; and (vii) agrees that it will observe and perform all obligations that are required to be performed by it as a “Lender” and “UK Canadian Lender” under the Loan Documents. For the avoidance of doubt, ▇▇▇▇▇▇▇▇▇ Borrowers hereby consent to PNC Citizens Business Capital, a division of Citizens Asset Finance, Inc. becoming a Lender and UK Canadian Lender under the Credit Agreement. PNC requests that . c. By its execution of this Amendment, Branch Banking and Trust Company hereby confirms and agrees that, on and after the Administrative Borrower notify: (x) each UK Borrower which is date hereof, it shall be and become a party to the Credit Agreement as a Lender and Canadian Lender, and shall have all of the date hereof rights and be obligated to perform all of the obligations of a Lender and Canadian Lender thereunder with the Revolving Commitment applicable to it identified on Annex A attached hereto. Branch Banking and Trust Company further (i) represents and warrants that wishes it is has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the HMRC DT Treaty Passport Scheme transactions contemplated hereby and to apply to become a Lender and Canadian Lender under the Credit Agreement; (ii) confirms that it has received copies of the Credit Agreement and such other Loan Documents, documents, and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (iii) agrees that it must shall, independently and without reliance upon Administrative Agent, any other agent, or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make an application its own credit decisions in taking or not taking action under the Loan Documents; (iv) appoints and authorizes Administrative Agent to HM Revenue & Customs take such action as agent on its behalf and to exercise such powers under form DTTP2 within 30 days of the transfer date and (y) each UK Borrower which becomes a party to the Credit Agreement after the date hereof that PNC wishes the HMRC DT Treaty Passport Scheme to apply to the Credit Agreement and the other Loan Documents as are delegated to Administrative Agent by the terms thereof, together with such powers as are incidental thereto; and (v) agrees that it must make an application will observe and perform all obligations that are required to HM Revenue & Customs be performed by it as a “Lender” and “Canadian Lender” under form DTTP2 within 30 days the Loan Documents. For the avoidance of such UK Borrower doubt, Borrowers hereby consent to Branch Banking and Trust Company becoming a party to Lender and Canadian Lender under the Credit Agreement.

Appears in 1 contract

Sources: Credit Agreement (Core-Mark Holding Company, Inc.)

Joining Lenders. By its execution of this Amendment, PNC JPMorgan Chase Bank, National Association N.A (“PNCJPMCB) ). hereby confirms and agrees that, on and after the date hereof, it shall be and become a party to the Credit Agreement as a Lender and UK Lender, and shall have all of the rights and be obligated to perform all of the obligations of a Lender and UK Lender thereunder with the Revolver Commitment applicable to it identified on Exhibit A B attached hereto. PNC JPMCB further (i) represents and warrants that it is has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender and UK Lender under the Credit Agreement; (ii) confirms that it has received copies of the Credit Agreement and such other Loan Documents, documents, and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (iii) agrees that it shall, independently and without reliance upon Agent, any other agent, or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents; (iv) appoints and authorizes (A) Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to Agent by the terms thereof, together with such powers as are incidental thereto, and (B) UK Security Agent as security agent and trustee on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to UK Security Agent by the terms thereof, together with such powers as are incidental thereto; (v) confirms that it is a Treaty Lender; (vi) confirms that the person beneficially entitled to interest payable to PNC JPMCB in respect of an advance under a Loan Document is either (A) a company resident in the United Kingdom for United Kingdom tax purposes; or (B) a partnership each member of which is (1) a company so resident in the United Kingdom; or (2) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account in computing its chargeable profits (within the meaning of section 19 of the CTA) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17 of the CTA; or (C) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect of that advance in computing the chargeable profits (within the meaning of section 19 of the CTA) of that company; (vi) confirms that it holds a passport under the HMRC DT Treaty Passport scheme (reference number 13/P/63904M/268710/DTTP) and is tax resident in United States of America, so that interest payable to PNC JPMCB by UK Borrowers is generally subject to full exemption from UK withholding tax and notifies the Administrative Borrower that it wishes that scheme to apply to the Credit Agreement; and (vii) agrees that it will observe and perform all obligations that are required to be performed by it as a “Lender” and “UK Lender” under the Loan Documents. For the avoidance of doubt, ▇▇▇▇▇▇▇▇▇ Borrowers hereby consent to PNC JPMCB becoming a Lender and UK Lender under the Credit Agreement. PNC JPMCB requests that the Administrative Borrower notify: (x) each UK Borrower which is a party to the Credit Agreement as of the date hereof that wishes the HMRC DT Treaty Passport Scheme to apply to the Credit Agreement and that it must make an application to HM Revenue & Customs under form DTTP2 within 30 days of the transfer date and (y) each UK Borrower which becomes a party to the Credit Agreement after the date hereof that PNC JPMCB wishes the HMRC DT Treaty Passport Scheme to apply to the Credit Agreement and that it must make an application to HM Revenue & Customs under form DTTP2 within 30 days of such UK Borrower becoming a party to the Credit Agreement.

Appears in 1 contract

Sources: Credit Agreement (Concrete Pumping Holdings, Inc.)