Common use of Qualifying Bank Clause in Contracts

Qualifying Bank. (a) If: (i) on the Signing Date, any Bank which is a Party on the Signing Date is not a Qualifying Bank; or (ii) after the Signing Date, a Bank ceases to be a Qualifying Bank other than as a result of the introduction of, 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 the U.K. Inland Revenue or any other relevant taxing or fiscal authority in any jurisdiction with which the relevant Bank has a connection, occurring after the Signing Date; or (iii) on the date of any novation, transfer or assignment under Clause 28 (Changes to the Parties), a New Bank (as such term is defined in that Clause) is not a Qualifying Bank, then no Obligor shall be liable to pay to that Bank under Clause 12.1 (Gross-up) any amount in respect of taxes levied or imposed by the U.K. or any taxing authority of or in the U.K. in excess of the amount it would have been obliged to pay if that Bank had been a Qualifying Bank on such date or had not ceased to be a Qualifying Bank. (b) Each Bank represents to each Obligor that on the date on which it becomes a Party to this Agreement (and on the date that the Bank designates a new Facility Office) it is a Qualifying Bank and a U.S. Qualifying Bank. Each Bank will notify the Parent through the Agent as soon as practicable if it ceases to be a Qualifying Bank or a U.S. Qualifying Bank.