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. 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. 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. (i) 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. 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.
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. (d) Each Bank shall notify the Company through the Agent as soon as it is aware that it ceases to be a Qualifying Bank.
Qualifying Bank. To the extent of any such assignment in accordance with either clause (a) or (b) above, the assigning Lender shall be relieved of its obligations with respect to its Commitments, Loans, Letters of Credit or participations therein, or other Obligations or the portion thereof so assigned. The parties to each such assignment shall execute and deliver to Administrative Agent, for its acceptance and recording in the Register, an Assignment Agreement, together with a processing and recordation fee of $3,500 and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters and United Kingdom tax matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsections 2.7B(iii)(a) and 2.7B(iv)(a). Upon such execution, delivery, acceptance and recordation, from and after the effective date specified in such Assignment Agreement, (y) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.8B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is the Issuing Lender with respect to any outstanding Letters of Credit such Lender shall continue to have all rights and obligations of an Issuing Lender with respect to such Letters of Credit until the cancellation or expiration of such Letters of Credit and the reimbursement of any amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of any Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable N...
Qualifying Bank. The Bank hereby warrants that it is at the date of this agreement a Qualifying Bank. If the Bank ceases to be a Qualifying Bank, then (save in circumstances where the Bank has ceased to be a Qualifying Bank by reason of any change in law, regulation or double taxation treaty or in its application or interpretation, in each case taking effect after the date of this agreement or, in the case of an assignee or transferee of the Bank, taking effect after the date of such assignment or transfer) the Borrower shall not be liable to pay to the Bank under clauses 6.1 or 6.2 any sum in excess of the sum they would have been obliged to pay if the Bank had been, or had not ceased to be, a Qualifying Bank. If at any time the Bank ceases to be or becomes aware that it will cease to be a Qualifying Bank it will promptly notify the Borrower.
Qualifying Bank. Each Lender which becomes a party to this Agreement after the date of this Agreement shall confirm, prior to becoming party hereto, for the benefit of the Administrative Agent and without liability to any Swiss Loan Party, which of the following categories it falls in: (i) not a Qualifying Bank or (ii) a Qualifying Bank.
Qualifying Bank. 10.3 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 the Bank if (i) on the due date of a payment of interest to the Bank, it 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 from the breach by the Borrower of its obligations under Clause 10.4 (Tax Administration Formalities) below or (ii) the Bank 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.
