Common use of Qualifying Bank Clause in Contracts

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 aware that it is not or will cease to be a Qualifying Bank (for whatever reason), it shall promptly notify the Primary Borrower. (e) A Treaty Lender will submit such claim to the appropriate authorities (together with such forms, papers, other documents and/or evidence as necessary) as may be required for the Obligors to make payment of interest to such Treaty Lender on its Advances free of withholding or deduction on account of United Kingdom Tax. No Obligor will be liable to pay any additional amount under clause 8.5 (Grossing-up for Taxes) in respect of the withholding or deduction on account of United Kingdom income tax from any such interest unless such claim has been submitted to those authorities promptly after that Treaty Lender became a party to this Agreement as a Treaty Lender or the proviso to clause 8.6(a) applies.

Qualifying Bank. To the extent of any such assignment in accordance with either clause (a) If: or (ib) 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 Bank is not 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 ceases the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a Qualifying Bankparty hereto; and (ii) as a result 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 Obligor is required Issuing Lender with respect to deduct such Letters of Credit until the cancellation or withhold United Kingdom income tax in respect expiration of payments such Letters 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 Credit and the case may be) not be liable to pay under clause 8.5 (Grossing-up for Taxes) in respect reimbursement of any amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the Commitment of such payment assignee and any remaining Commitment of interest such assigning Lender and, if any amount in excess such assignment occurs after the issuance of any Notes hereunder, the amount (assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes, if any) it would have been obliged , to pay Administrative Agent for cancellation, and thereupon new Notes shall, if such Bank were a Qualifying Bankso requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, nor shall it be liable issued to make an indemnity payment the assignee and to the assigning Lender, substantially in the form of Exhibit IV-A or a greater indemnity payment under clause 8.5 (GrossingExhibit IV-up for Taxes) orB, Exhibit V, Exhibit VI or Exhibit VII annexed hereto, as the case may be, clause 14.2 (Increased Costs) than would have been required (if any) if with appropriate insertions, to reflect the aforesaid Bank had been or had not ceased to be a Qualifying Bank. (b) This clause 8.6 shall not applynew Commitments and/or outstanding Tranche A Term Loans and/or Tranche B Term Loans and/or Tranche C Term Loans, 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)be, 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 assignee 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 affairsassigning Lender. (d) If at any time after the date of this Agreement any Bank is aware that it is not or will cease to be a Qualifying Bank (for whatever reason), it shall promptly notify the Primary Borrower. (e) A Treaty Lender will submit such claim to the appropriate authorities (together with such forms, papers, other documents and/or evidence as necessary) as may be required for the Obligors to make payment of interest to such Treaty Lender on its Advances free of withholding or deduction on account of United Kingdom Tax. No Obligor will be liable to pay any additional amount under clause 8.5 (Grossing-up for Taxes) in respect of the withholding or deduction on account of United Kingdom income tax from any such interest unless such claim has been submitted to those authorities promptly after that Treaty Lender became a party to this Agreement as a Treaty Lender or the proviso to clause 8.6(a) applies.

Qualifying Bank. To the extent of any such assignment in accordance with either clause (a) If: or (ib) 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 Bank is not 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 ceases the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a Qualifying Bankparty hereto; and (ii) as a result 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 Obligor is required Issuing Lender with respect to deduct such Letters of Credit until the cancellation or withhold United Kingdom income tax in respect expiration of payments such Letters 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 Credit and the case may be) not be liable to pay under clause 8.5 (Grossing-up for Taxes) in respect reimbursement of any amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the Commitment of such payment assignee and any remaining Commitment of interest such assigning Lender and, if any amount in excess such assignment occurs after the issuance of any Notes hereunder, the amount (assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes, if any) it would have been obliged , to pay Administrative Agent for cancellation, and thereupon new Notes shall, if such Bank were a Qualifying Bankso requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, nor shall it be liable issued to make an indemnity payment the assignee and to the assigning Lender, substantially in the form of EXHIBIT IV-A or a greater indemnity payment under clause 8.5 (GrossingEXHIBIT IV-up for Taxes) orB, EXHIBIT V or EXHIBIT VII annexed hereto, as the case may be, clause 14.2 (Increased Costs) than would have been required (if any) if with appropriate insertions, to reflect the aforesaid Bank had been or had not ceased to be a Qualifying Bank. (b) This clause 8.6 shall not applynew Commitments and/or outstanding Tranche A Term Loans and/or Tranche B Term Loans, 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)be, 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 assignee 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 affairsassigning Lender. (d) If at any time after the date of this Agreement any Bank is aware that it is not or will cease to be a Qualifying Bank (for whatever reason), it shall promptly notify the Primary Borrower. (e) A Treaty Lender will submit such claim to the appropriate authorities (together with such forms, papers, other documents and/or evidence as necessary) as may be required for the Obligors to make payment of interest to such Treaty Lender on its Advances free of withholding or deduction on account of United Kingdom Tax. No Obligor will be liable to pay any additional amount under clause 8.5 (Grossing-up for Taxes) in respect of the withholding or deduction on account of United Kingdom income tax from any such interest unless such claim has been submitted to those authorities promptly after that Treaty Lender became a party to this Agreement as a Treaty Lender or the proviso to clause 8.6(a) applies.