Qualifying Lenders. (a) An Obligor is not required to pay to a Lender any amounts under Clause 10.1 (Gross-up) or Clause 10.2 (Indemnity) in respect of Relevant Tax imposed by the United Kingdom if, on the date on which the payment falls due, the relevant Lender is a Party but is not a Qualifying Lender (other than as a result of the introduction, 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 any relevant taxing authority in any jurisdiction with which the relevant Lender has a connection, occurring after the Signing Date or, if later, the date on which that Lender becomes a Party).
(b) A Treaty Lender shall:
(i) promptly and, in any event, within seven Business Days after it becomes a Lender, deliver to its local revenue authority for certification such UK HMRC forms (“Claim Forms”) as may be required for any Obligor making a payment to such Treaty Lender to obtain authorisation from the UK HMRC to make such payment without deduction for or on account of any taxes;
(ii) in circumstances where the procedure for Treaty relief contemplated in (i) above requires a local revenue authority to return a certified Claim Form to the Treaty Lender for submission by that Treaty Lender to the UK HMRC, (a) take all reasonable follow up action available to the Treaty Lender to facilitate the return in a timely manner to the Treaty Lender of such Claim Form, duly stamped or certified by the relevant revenue authority and (b) submit such Claim Form to the UK HMRC as soon as reasonably practicable (and in any event within seven Business Days) after receipt of that Claim Form from the local revenue authority; and
(iii) in all other circumstances relating to the Treaty relief procedure contemplated in (i) above, following the submission of Claim Forms by the Treaty Lender to the relevant local revenue authority, respond promptly to any further requests any Treaty Lender receives from the relevant local revenue authority and, on receipt of written request from Vodafone to do so, take all reasonable follow up action to facilitate the submission by the relevant local revenue authority of duly stamped or certified Claim Forms to the UK HMRC in a timely manner. If there is any change in the procedure by which certification is to be made or to be notified to the UK HMRC, the Treaty Lender’s obligati...
Qualifying Lenders. Each Lender (including for the avoidance of doubt, any New Lender) either:
(a) warrants to the Borrower, on the date it becomes a Lender, that it is a Qualifying Lender and shall notify promptly the Borrower and the Agent upon becoming aware that it has ceased to be a Qualifying Lender; or
(b) if it is not able to make the warranty in paragraph (a) above, acknowledges that it will not benefit from Clause 15.2 (Tax gross-up) to the extent that the Borrower would not be obliged to make increased payments to it pursuant to that Clause if such Lender was a Qualifying Lender.
Qualifying Lenders. Any Lender which ceases, for any reason, to be a Qualifying Lender shall promptly notify ABB and the relevant Obligor(s) of its change of status.
Qualifying Lenders. If it has not done so already, on the date it becomes a Lender each Lender agrees to notify the Facility Agent and the Company if it is not a Qualifying Lender (in relation to an Obligor to which it makes a Facility available under this Agreement) and thereafter will promptly notify the Facility Agent and the Company if it ceases to be a Qualifying Lender (in relation to that Facility). If any Lender is not or ceases to be a Qualifying Lender, then (save in circumstances where such Lender ceases to be a Qualifying Lender 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 the date such Lender becomes a party to this Agreement, if later) any Obligor tax resident in Ireland shall not be liable to pay to that Lender under Subclauses 15.1 (Grossing-up for Taxes) or 15.2 (Tax Indemnity) any sum in excess of the sum it would have been obliged to pay if that Lender had been, or had not ceased to be, a Qualifying Lender. For the purposes of this Subclause 15.3, “
Qualifying Lenders. In order to establish its status as a Qualifying Lender, each ECA Lender (and any person who becomes an ECA Lender other than the Export Credit Agencies) agrees to provide, on or before the date of the first payment of interest to be made by the Borrower to that ECA Lender under the ECA Loan Agreement and from time to time thereafter as the Head Lessee may reasonably request, any forms and any certificates necessary to provide an exemption from withholding, or to permit withholding at a reduced rate, with respect to such ECA Lender for Irish income tax purposes
Qualifying Lenders. In connection with the Revolving Loans made by each Lender to the Foreign Borrowers, each Lender represents to the Administrative Agent and Citibank London that it (or its Eurocurrency Affiliate through which it is making such Revolving Loans) is a Qualifying Lender.
Qualifying Lenders. Any Lender which ceases, for any reason, to be a Qualifying Lender shall promptly notify ABB and the relevant Borrower(s) of its change of status.
Qualifying Lenders. See §10.16.(c).
Qualifying Lenders. (A) If any Facility A Lender, Facility B Lender, Facility C Lender or Facility D Lender is not or ceases to be a Qualifying Lender, then (save in circumstances where such Lender has ceased to be a Qualifying Lender by reason of any change in any law, directive or regulation or in its application or interpretation, in each case taking effect after the date of this Agreement) the Borrower shall not be liable to pay to that Lender under clause 8.7 any sum in excess of the sum it would have been obliged to pay if that Lender had been, or had not ceased to be, a Qualifying Lender.
(B) Each Lender will notify TCN and the Agent on or before the date it becomes a party to this Agreement whether or not it is a Qualifying Lender and will promptly notify TCN and the Agent if this ceases to be the case. If a Lender has notified TCN that it is a Qualifying Lender and has not subsequently notified TCN that it has ceased to be a Qualifying Lender, then that Lender shall provide to TCN such evidence as TCN shall reasonably require that such Lender is a Qualifying Lender, including any such evidence which the Inland Revenue in any published guidance, has stated is acceptable as evidence of whether that Lender is entitled to receive interest under this Agreement without any amount being withheld on account of UK income tax.
Qualifying Lenders. Each Lender confirms as at the date hereof, or, in the case of a Lender which is a Transferee, successor in title or assign, on the date of the relevant transfer, assignment or succession, that it is a Qualifying Lender. If otherwise than as a result of the introduction of, change in, or change in the interpretation or application of, any law or regulation or any published practice or published concession of a relevant taxing authority occurring after the date of this Agreement or the date upon which any rights under this Agreement were assigned or transferred to that Lender as Transferee or assignee or the date upon which it succeeded to such rights as successor in title, a Lender is not or ceases to be a Qualifying Lender the Borrower shall not be required to pay to such Lender under this Clause 14 any amount in respect of Taxes in excess of the amount it would have been obliged to pay if that Lender had been or had not ceased to be a Qualifying Lender.
