Common use of Qualifying Banks Clause in Contracts

Qualifying Banks. If any Finance Party is not or ceases to be a Qualifying Bank then it shall promptly notify the Original Borrower upon becoming aware of the same and the relevant Obligor shall not be obliged to pay such Finance Party under clause 9.5 any amount in excess of the amount it would have been obliged to pay if such Finance Party was or had not ceased to be a Qualifying Bank provided that this clause 9.6 shall not apply (and the relevant Obligor shall be obliged to comply with its obligations under clause 9.5) if after the date of this Agreement (or, in the case of a Finance Party which became a party to this Agreement after the date of this Agreement, the date on which it became a party) there shall have been any change in, or in the interpretation or application of, any relevant law, directive, treaty (including, without limitation any applicable double taxation treaty) or regulation or practice of any applicable taxation authority and as a result thereof the relevant Finance Party ceases to be a Qualifying Bank or the relevant Obligor will be required to make a deduction or withholding on account of tax irrespective of whether the recipient of the relevant payment is or is not a Qualifying Bank.

Qualifying Banks. (a) Each Bank represents and warrants to the Agent and each Obligor to which it is a lender that it is a Qualifying Bank at the time it becomes a party to this Agreement and agrees promptly to notify the relevant Obligor if it ceases to be a Qualifying Bank. (b) If any Finance Party Bank is not or ceases to be a Qualifying Bank then it shall promptly notify (save in circumstances where such Bank ceases to be a Qualifying Bank by reason of any change in law, regulation or in its application, administration or interpretation in each case taking effect after the Original Borrower upon becoming aware date of this Agreement or the same and date such Bank becomes a party to this Agreement, if later) the relevant Obligor shall not be obliged liable to pay such Finance Party or indemnify to that Bank under clause 9.5 8.5 for any amount in excess of the amount it would have been obliged to pay or indemnify, and shall not be obliged pursuant to clause 8.1 to pay any amount free and clear of deductions or withholdings which would not have applied, if such Finance Party was that Bank had been, or had not ceased to be be, a Qualifying Bank provided that this clause 9.6 shall not apply Bank. Back to Contents (and the relevant Obligor shall be obliged to comply with its obligations under clause 9.5c) if after the date of this Agreement (or, in the case of a Each Finance Party which became a party to this Agreement shall notify the Parent as soon as reasonably practicable after the date of this Agreement, the date on which it became a party) there shall have been any change in, becomes aware that it is not or in the interpretation has ceased or application of, any relevant law, directive, treaty (including, without limitation any applicable double taxation treaty) or regulation or practice of any applicable taxation authority and as a result thereof the relevant Finance Party ceases will cease to be a Qualifying Bank or the relevant Obligor will be required to make a deduction or withholding on account of tax irrespective of whether the recipient of the relevant payment is or is not a Qualifying Bank.

Qualifying Banks. If any Finance Party is not or ceases to be a Qualifying Bank in relation to an Obligor then it shall promptly notify the Original Borrower upon becoming aware of the same and the relevant such Obligor shall not be obliged to pay such Finance Party under clause 9.5 Clause 10.1 (TAX GROSS-UP) any amount in excess of the amount it would have been obliged to pay if such Finance Party was or had not ceased to be a Qualifying Bank provided that PROVIDED THAT this clause 9.6 Clause 10.2 shall not apply (and the relevant Obligor shall be obliged to comply with its obligations under clause 9.5Clause 10.1) if after the today's date of this Agreement (or, in the case of a Finance Party which became a party to this Agreement after the date of this Agreement, the date on which it became a party) there shall have been any change in, or in the interpretation or application of, any relevant law, directive, treaty (including, without limitation limitation, any applicable double taxation tax treaty) or regulation or practice of any applicable taxation authority and as a result thereof the relevant Finance Party ceases to be a Qualifying Bank in relation to such Obligor or the relevant such Obligor will be required to make a deduction or withholding on account of tax irrespective of whether the recipient of the relevant payment is or is not a Qualifying Bank in relation to such Obligor. Each Finance Party confirms to the Borrower that it is, as at the date of this Agreement, a Qualifying Bank.