Qualifying Bank. (a) If:
(i) on the Signing Date, any Bank which is a Party on the Signing Date is not a Qualifying Bank; or
(ii) after the Signing Date, a Bank ceases to be a Qualifying Bank other than as a result of the introduction of, suspension, withdrawal or cancellation of, or change in, or change in the official interpretation, administration or official application of, any law, regulation having the force of law, tax treaty or any published practice or published concession of the U.K. Inland Revenue or any other relevant taxing or fiscal authority in any jurisdiction with which the relevant Bank has a connection, occurring after the Signing Date; or
(iii) on the date of any novation, transfer or assignment under Clause 28 (Changes to the Parties), a New Bank (as such term is defined in that Clause) is not a Qualifying Bank, then no Obligor shall be liable to pay to that Bank under Clause 12.1 (Gross-up) any amount in respect of taxes levied or imposed by the U.K. or any taxing authority of or in the U.K. in excess of the amount it would have been obliged to pay if that Bank had been a Qualifying Bank on such date or had not ceased to be a Qualifying Bank.
(b) Each Bank represents to each Obligor that on the date on which it becomes a Party to this Agreement (and on the date that the Bank designates a new Facility Office) it is a Qualifying Bank and a U.S. Qualifying Bank. Each Bank will notify the Parent through the Agent as soon as practicable if it ceases to be a Qualifying Bank or a U.S. Qualifying Bank.
Qualifying Bank. The Accounting/Trust Administration Fund shall be deposited in, and administered by, the trust department(s) of a Qualified Bank or Qualified Banks. To the extent settlement funds are held in deposit accounts in excess of FDIC insurance coverage, the excess amount shall be collateralized with securities that are U.S. Treasury or other securities that are backed by the full faith and credit of the United States.
Qualifying Bank. (a) If:
(i) any Bank is not or ceases to be a Qualifying Bank; and
(ii) as a result an Obligor is required to deduct or withhold United Kingdom income tax in respect of payments of interest to be made by such Obligor to that Bank under any Finance Document or would otherwise have been required to make an indemnity payment or a greater indemnity payment under clause 8.5 (Grossing-up for Taxes) or 14.2 (Increased Costs), then such Obligor shall (as the case may be) not be liable to pay under clause 8.5 (Grossing-up for Taxes) in respect of any such payment of interest any amount in excess of the amount (if any) it would have been obliged to pay if such Bank were a Qualifying Bank, nor shall it be liable to make an indemnity payment or a greater indemnity payment under clause 8.5 (Grossing-up for Taxes) or, as the case may be, clause 14.2 (Increased Costs) than would have been required (if any) if the aforesaid Bank had been or had not ceased to be a Qualifying Bank.
(b) This clause 8.6 shall not apply, and such Obligor shall be obliged to comply with its obligations under clause 8.5 (Grossing-up for Taxes), or as the case may be 14.2 (Increased Costs), if on or after the date of this Agreement:
(i) there shall have been any change in, or in the official interpretation or application of, any relevant law or the practice of the United Kingdom Inland Revenue (or, in the case of a Treaty Lender, any Government Entity in the country in which it is resident for the purpose of the relevant double taxation treaty) and as a result thereof the Bank is not or ceases to be a Qualifying Bank, or
(ii) the Bank referred to in clause 8.6(a) has transferred its Facility Office in respect of any Facility outside the United Kingdom or has become a Bank hereunder with a Facility Office outside the United Kingdom in respect of any Facility, in each case, with the consent of the Primary Borrower.
(c) A person intending to make a claim pursuant to clause 8.5 (Grossing-up for Taxes) shall, promptly after such person becomes aware of the circumstances giving rise to such claim and the amount of such claim, deliver to the Primary Borrower through the Facility Agent a certificate to that effect specifying the amount of such claim and setting out in reasonable detail the basis of such claim, provided that nothing shall require such person to disclose any confidential information relating to the organisation of its affairs.
(d) If at any time after the date of this Agreement any Bank is...
Qualifying Bank. If at any time the Account Bank ceases to be a Qualifying Bank, the Account Holders shall promptly open or cause to be opened a new account with a Qualifying Bank on the same terms as the Account and the Account Holders shall take all such action as may be required to open the new account.
Qualifying Bank. Each Lender which becomes a party to this Agreement after the Closing Date shall confirm, prior to becoming party to such Agreement, for the benefit of the Agent and without liability to any Borrower, which of the following categories it falls in:
Qualifying Bank. (a) If:
(i) any Bank is not or ceases to be a Qualifying Bank; and
(ii) as a result an Obligor is required to deduct or withhold United Kingdom income tax in respect of payments of interest to be made by such Obligor to that Bank under any Finance Document or would otherwise have been required to make an indemnity payment or a greater indemnity payment under clause 8.5 or 14.2, then such Obligor shall (as the case may be) not be liable to pay under clause 8.5 in respect of any such payment of interest any amount in excess of the amount it would have been obliged to pay if such Bank were a Qualifying Bank, nor shall it be liable to make an indemnity payment or a greater indemnity payment under clause 8.5 or, as the case may be, Clause 14.2 than would have been required if the aforesaid Bank had been or had not ceased to be a Qualifying Bank Provided that this Clause 8.6 shall not apply, and such Obligor shall be obliged to comply with its obligations under clause 8.5, or as the case may be 14.2, if on or after the date hereof:
Qualifying Bank. As a condition of assignment or transfer of any Note, any such Purchaser must give the Company notice of such assignment or transfer (along with confirmation from the proposed transferee as to whether the transferee is a Qualifying Bank) at least ten (10) Business Days prior to such assignment or transfer. The Company may make a written objection to any Purchaser prior to any assignment or transfer of a Note based on the Company’s reasonable belief that such assignment or transfer could reasonably be expected to violate any Non-Bank Rule. If such objection is made, such assignment or transfer shall be effected only with the Company’s consent, not to be unreasonably withheld or delayed (it being unreasonable to withhold consent unless such assignment or transfer could reasonably be expected to violate any Non-Bank Rule, including cases where there is reasonable doubt or uncertainty whether the confirmation of the assignee or transferee being a Qualifying Bank is correct or there is reasonable doubt or uncertainty whether the assignee or transferee could be regarded as several parties by the Swiss Federal Tax Administration).
Qualifying Bank. Notwithstanding Clauses 10.2(a) and 10.2(b), the Borrower shall not be required to pay any additional amount in respect of any Tax so imposed or levied on a Bank if (i) on the due date of a payment of interest to a Bank or the Agent, such Person is not a Qualifying Bank, unless such imposition of withholding results from the introduction of, or any change in, or in the interpretation or application of, any relevant law, order or practice of the French tax authorities after this Agreement is entered into or, as the case may be, the date on which that Person becomes a Bank or Agent, as the case may be, or from the breach by the Borrower of its obligations under Clause 10.4 (Tax Administration Formalities) below or (ii) such Person has failed to complete any procedural formalities which were in its sole dominion and control to complete and which are necessary in order to ensure that no additional amounts in respect of Tax are payable by the Borrower pursuant to Clause 10.2.
Qualifying Bank. (a) Each Bank party to this Agreement on the date of this Agreement represents that it is a Qualifying Bank on the date of this Agreement. Any bank or financial institution which becomes a Bank after the date of this Agreement represents to the Company on the date it becomes a Party that, as at that date, it is a Qualifying Bank.
(b) If, otherwise than as a result of the introduction of, change in, or any change in the interpretation, administration or application of, any law or regulation, any Double Taxation Treaty or any practice or concession of the United Kingdom Inland Revenue occurring after the date a Bank becomes a Party, the Bank is not or ceases to be a Qualifying Bank, the Company will not be liable to pay to that Bank under Clause 13.1 (Gross-up) any amount in respect of taxes levied or imposed by the United Kingdom or any taxing authority of or in the United Kingdom in excess of the amount it would have been obliged to pay if that Bank had been or had not ceased to be a Qualifying Bank.
(c) Any Bank which falls within paragraph (b) of the definition of Qualifying Bank shall deliver to the Company, on the date it becomes a Bank, a duly completed form from the tax authorities in the country in which it is booking its participation in a Loan such that the Company may apply to the Inland Revenue for a direction to the Company under the Double Taxation Relief (Taxes on Income) (General) Regulations 1970 that the Company should not, on account of the relevant Double Taxation Treaty, pay any interest due to the Bank under the Finance Documents under deduction of United Kingdom tax. The Bank concerned shall, upon the request of the Company, promptly and duly (if it is able to do so) execute and deliver any and all such further instruments and documents which are required for the purpose of obtaining such a direction.
Qualifying Bank. Each Bank that becomes a party to this Agreement on a date occurring 30 days or more after the date of this Agreement confirms to each of the Obligors that as at the date it becomes a party to this Agreement it is a Qualifying Bank and agrees to notify the Obligors' Agent (through the Facility Agent) promptly if it becomes aware that it is not a Qualifying Bank.
