UK Borrowers Clause Samples
UK Borrowers. (i) A payment by or on the account of a UK Borrower shall not be increased under paragraph (a) above by reason of a UK Tax Deduction (and such UK Tax Deduction shall not be considered an Indemnified Tax for the purposes of this Agreement) if, on the date on which the payment falls due:
(A) the payment could have been made to the relevant Lender without a UK Tax Deduction if the Lender had been a UK Qualifying Lender, but on that date that Lender is not or has ceased to be a UK Qualifying Lender other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration, or application of) any law or UK Treaty or any published practice or published concession of any relevant taxing authority; or
(B) the relevant Lender is a UK Qualifying Lender solely by virtue of paragraph (a)(ii) of the definition of “UK Qualifying Lender” and (x) an officer of HM Revenue & Customs has given (and not revoked) a direction (a “Direction”) under section 931 of the UK ITA which relates to the payment and that Lender has received from a UK Borrower making the payment or from the Company a certified copy of that Direction and (y) the payment could have been made to the Lender without any UK Tax Deduction if that Direction had not been made; or
(C) the relevant Lender is a UK Qualifying Lender solely by virtue of paragraph (a)(ii) of the definition of “UK Qualifying Lender” and (x) the relevant Lender has not given a UK Tax Confirmation to the Company and (y) the payment could have been made to the Lender without any UK Tax Deduction if the Lender had given a UK Tax Confirmation to the Company, on the basis that the UK Tax Confirmation would have enabled the Company and such UK Borrower to have formed a reasonable belief that the payment was an “excepted payment” for the purpose of section 930 of the UK ITA; or
(D) the relevant Lender is a UK Treaty Lender and such UK Borrower making the payment is able to demonstrate that the payment could have been made to the Lender without the UK Tax Deduction had that Lender complied with its obligations under Section 2.14(i)(ii)(A), (B) and (C) below.
(ii) (A) Subject to paragraph (B) below, a UK Treaty Lender and a UK Borrower making a payment to which that UK Treaty Lender is entitled shall co-operate in completing any procedural formalities necessary for such UK Borrower to obtain authorization to make that payment without a UK Tax Deduction.
UK Borrowers. Reference is made to ▇▇▇▇▇▇▇▇ Commercial Europe Limited, a limited liability company organized under the laws of England and Wales (Company number 02837910), with its registered office and principal place of business at ▇▇▇▇▇▇ Road, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ("CCEL") and ▇▇▇▇▇▇▇▇ Limited, a limited liability company organized under the laws of England and Wales (Company number 00912862), with its chief executive office and principal place of business at ▇▇▇▇▇▇ Road, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ("CLU" and, together with CCEL, "UK Borrowers"). Notwithstanding anything to the contrary contained herein, the UK Borrowers are not party to this Agreement as of the Closing Date and the obligations of the UK Borrowers in this Agreement, and the obligations of UK Agent, UK Lender and UK Participating Lenders to the UK Borrowers in this Agreement and the terms and conditions of this Agreement pertaining to the UK Obligations, shall not be effective unless and until both UK Borrowers have executed and delivered to Administrative Agent (and Administrative Agent has accepted) a Joinder Agreement in the form of Exhibit 1.4 hereto (the "Joinder Agreement") and otherwise in substance satisfactory to Administrative Agent and the UK Closing Date has occurred (provided that this sentence shall not render inapplicable to UK Borrowers any covenants, representations or warranties which apply to Subsidiaries of Domestic Borrower in general). Notwithstanding the definition of "Loan Parties", the UK Borrowers and Egerton are not "Loan Parties" as of the Closing Date and will only become "Loan Parties" upon the UK Closing Date, and the representation contained in Section 7.1.12 shall not apply to UK Borrowers and Egerton on the Closing Date. The failure of the Joinder Agreement to be executed and delivered by the UK Borrowers or the failure of the UK Closing Date to occur shall not be deemed a Default or an Event of Default nor result in any additional Obligations of Borrowers nor the acceleration of any existing Obligations of Borrowers nor otherwise impact in any manner whatsoever the respective obligations of the parties under this Agreement.