US Borrower. US Borrower has received consideration that is the reasonably equivalent value of the obligations and liabilities that US Borrower has incurred to Agent and the Lenders. US Borrower is not insolvent as defined in any applicable state, federal or relevant foreign statute, nor will US Borrower be rendered insolvent by the execution and delivery of the Loan Documents to Agent and the Lenders. US Borrower is not engaged or about to engage in any business or transaction for which the assets retained by it are or will be an unreasonably small amount of capital, taking into consideration the obligations to Agent and the Lenders incurred hereunder. US Borrower does not intend to, nor does it believe that it will, incur debts beyond its ability to pay such debts as they mature.
US Borrower. Without limiting the generality of the foregoing, if a Borrower is resident for tax purposes in the United States, (i) any Recipient that is a “United States person” within the meaning of section 7701(a)(30) of the Code shall deliver to Agent and Loan Party Agent IRS Form W-9 or such other documentation or information prescribed by applicable Law or reasonably requested by Agent or Loan Party Agent certifying that such Recipient is exempt from United States backup withholding and information reporting requirements, (ii) any Recipient that is not a “United States person” within the meaning of section 7701(a)(30) of the Code, shall deliver to Agent and Loan Party Agent, on or prior to the date on which it becomes a party hereunder (and from time to time thereafter upon reasonable request by Agent or Loan Party Agent, but only if such Lender is entitled to do so under applicable Law), (a) IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, claiming eligibility for benefits of an income tax treaty to which the United States is a party; (b) IRS Form W-8ECI; (c) IRS Form W-8IMY and all required supporting documentation; or (d) in the case of a Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Code, IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, and a certificate showing such Lender is not (x) a “bank” within the meaning of section 881(c)(3)(A) of the Code, (y) a “10 percent shareholder” of any Loan Party within the meaning of section 881(c)(3)(B) of the Code, or (z) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Code; and (iii) if a payment made to a Recipient under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Recipient were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Recipient shall deliver to the U.S. Borrower and Agent at the time or times prescribed by law and at such time or times reasonably requested by the U.S. Borrower or Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the U.S. Borrower or Agent as may be necessary for the U.S. Borrower and Agent to comply with their obligations under FATCA and to determine that such Recipient has complied with such Lender’s obligations under FATCA or...
US Borrower. (a) Any and all payments by or on account of any obligation of the U.S. Borrower under any Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Laws. If any Applicable Laws (as determined in the good faith discretion of the U.S. Borrower or the Agent, as applicable) requires the deduction or withholding of any Tax from any such payment by either the U.S. Borrower or the Agent, then the U.S. Borrower or the Agent, as the case may be, shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Laws and, if such Tax is an Indemnified Tax, then the sum payable by the U.S. Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholding applicable to additional sums payable under this Section 8.5(2)(a)) the Agent or applicable U.S. Facility Lender, as the case may be, receives an amount equal to the sum it would have received had no such deduction or withholding been made.
US Borrower. The US Borrower shall not:
(a) carry on any trade or business, other than the management of its own financial affairs and operations to the extent necessary in connection with the Finance Documents and the acquisition and ownership of the Notes, including without limitation, the opening and maintenance of bank accounts outside of the United Kingdom, the granting of loans or other credit, the borrowing of monies, the making of any distributions, and the payment of fees, costs, taxes and other charges properly incurred by it in the conduct of its operations from time to time, provided always that none of the foregoing activities shall render the US Borrower as resident for tax purposes in the United Kingdom;
(b) own any Subsidiary or other entity;
(c) create or permit to subsist any Encumbrance over its rights under or title and interest in the Notes, other than:
(i) pursuant to the Security; or
(ii) as contemplated by any applicable Group Intercreditor Agreement or the HYD Intercreditor Deed; or
(d) dispose of any or all of its rights, title and interest in the Notes other than pursuant to or as contemplated by the Security Documents or as contemplated by any applicable Group Intercreditor Agreement or the HYD Intercreditor Deed.
US Borrower. The US Borrower did not trade or carry on any business from the date it was formed up to and including 26th October, 2000 except for investment in or proposed investment in other members of the Borrower Group by way of intercompany loan or subscription of shares.
US Borrower. The U.S. Borrower and its Subsidiaries are solvent, able to pay their debts as they become due, and have sufficient capital to carry on their business and all businesses in which they are about to engage.
US Borrower. (a) Each Borrower will ensure that the proceeds of any loan made to the US Borrower by UPC Distribution or UPC Holding II and the proceeds of any drawing made by the US Borrower under Facility C shall be invested by way of intercompany loan or equity subscription in one or more other members of the Borrower Group within five Business Days of receipt of such proceeds or, as the case may be, the relevant Utilisation Date.
(b) Each Obligor (other than UPC Distribution Holdco) will ensure that, in accordance with the terms of any pledge of intercompany loans made by the US Borrower, any intercompany loan made by the US Borrower to any Obligor or any Subsidiary of an Obligor which is a member of the Borrower Group is made on bona fide arm’s length commercial terms or on terms which are fair and reasonable and in the best interests of the US Borrower and entered into in good faith.
US Borrower. In addition to all such rights of indemnity and subrogation as the US Guarantors may have under applicable Law (but subject to Section 4 hereof), the US Borrower agrees that in the event a payment shall be made by any US Guarantor under the Guaranty of or in respect of a US Guaranteed Obligation, the US Borrower shall indemnify such US Guarantor for the full amount of such payment and such US Guarantor shall be subrogated to the rights of the Person to whom such payment shall have been made to the extent of such payment.
US Borrower. The US Borrower shall not:
(a) carry on trade or business other than as may be necessary in connection with the acquisition and ownership of the TCN Notes or with its voluntary winding-up;
(b) create or permit to subsist any Encumbrance over its rights under or title and interest in the TCN Notes, other than:
(A) pursuant to the Security;
(B) after an Integrated Merger Event, for the purposes of securing Target Group Financial Indebtedness, any Target Group Refinancing Indebtedness and any Post Merger Target Group Refinancing to the extent not otherwise prohibited by this Agreement; or
(C) as contemplated by any applicable TGD Intercreditor Agreement or the Principal Intercreditor Deed;
(c) dispose of any or all of its rights, title and interest in the TCN Notes other than pursuant to or as contemplated by the Security Documents or as contemplated by any applicable TGD Intercreditor Agreement or the Principal Intercreditor Deed; or
(d) amalgamate, consolidate or merge with any other person unless such amalgamation, merger or consolidation constitutes an Integrated Merger Event or an Unintegrated Merger Event.
US Borrower. US Borrower’s business locations (please indicate which location is the principal place of business and at which locations originals and all copies of US Borrower’s books, records and accounts are kept).
