PROCEDURAL FORMALITIES
NECESSARY UNDER THE PTR SCHEME, AND SHALL PROMPTLY SUPPLY TO THE AGENT SUCH
INFORMATION AS THE AGENT MAY REQUEST IN CONNECTION WITH THE OPERATION OF THE PTR
SCHEME;
WITHOUT LIMITING THE LIABILITY OF ANY EUROPEAN BORROWER UNDER THIS AGREEMENT,
SHALL, WITHIN 5 BUSINESS DAYS OF DEMAND, INDEMNIFY THE AGENT FOR ANY LIABILITY
OR LOSS INCURRED BY THE AGENT AS A RESULT OF THE AGENT ACTING AS SYNDICATE
MANAGER UNDER THE PTR SCHEME IN CONNECTION WITH THE TREATY LENDER'S
PARTICIPATION IN ANY LOAN OR UNDER ANY LOAN DOCUMENT (EXCEPT TO THE EXTENT THAT
THE LIABILITY OR LOSS ARISES DIRECTLY FROM THE AGENT'S GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT);
HEREBY WARRANTS AND REPRESENTS TO THE AGENT THAT IT IS A TREATY LENDER.
(II)
EACH EUROPEAN BORROWER ACKNOWLEDGES THAT IT IS FULLY AWARE OF ITS
CONTINGENT OBLIGATIONS UNDER THE PTR SCHEME AND HEREBY AGREES THAT IT SHALL:
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PROMPTLY SUPPLY TO THE AGENT SUCH INFORMATION AS THE AGENT MAY REQUEST IN
CONNECTION WITH THE OPERATION OF THE PTR SCHEME; AND
ACT IN ACCORDANCE WITH ANY PROVISIONAL NOTICE ISSUED BY THE UK INLAND REVENUE
UNDER THE PTR SCHEME (INCLUDING FOR THE AVOIDANCE OF DOUBT PAYING INTEREST FREE
OF ANY WITHHOLDING OR DEDUCTION IN ACCORDANCE WITH SUCH NOTICE).
(III)
THE AGENT AGREES TO PROVIDE, AS SOON AS REASONABLY PRACTICABLE, A
COPY OF ANY PROVISIONAL AUTHORITY ISSUED TO IT UNDER THE PTR SCHEME IN
CONNECTION WITH ANY LOAN TO THOSE EUROPEAN BORROWERS SPECIFIED IN SUCH
PROVISIONAL AUTHORITY.
(IV)
ALL PARTIES ACKNOWLEDGE THAT THE AGENT:
IS ENTITLED TO RELY COMPLETELY UPON INFORMATION PROVIDED TO IT IN CONNECTION
WITH SUB-PARAGRAPHS (I) OR (II) ABOVE;
IS NOT OBLIGED TO UNDERTAKE ANY ENQUIRY INTO THE ACCURACY OF SUCH INFORMATION,
NOR INTO THE STATUS OF THE TREATY LENDER OR, AS THE CASE MAY BE, EUROPEAN
BORROWER PROVIDING SUCH INFORMATION; AND
SHALL HAVE NO LIABILITY TO ANY PERSON FOR THE ACCURACY OF ANY INFORMATION IT
SUBMITS IN CONNECTION WITH PARAGRAPH (I)(B) ABOVE.
In this Clause "PTR Scheme" means the Provisional Treaty Relief scheme as
described in Inland Revenue Guidelines dated January 2003 and administered by
the Inland Revenue's Centre for Non-Residents.
(H)
LENDER INDEMNIFICATION OF AGENT.
IF THE U.S. IRS OR ANY OTHER
GOVERNMENTAL AUTHORITY OF THE UNITED STATES OR ANY OTHER COUNTRY OR ANY
POLITICAL SUBDIVISION THEREOF ASSERTS A CLAIM THAT AGENT DID NOT PROPERLY
WITHHOLD TAX FROM AMOUNTS PAID TO OR FOR THE ACCOUNT OF ANY LENDER (BECAUSE THE
APPROPRIATE CERTIFICATE OF EXEMPTION WAS NOT DELIVERED OR PROPERLY COMPLETED,
BECAUSE SUCH LENDER FAILED TO NOTIFY THE AGENT OF A CHANGE IN CIRCUMSTANCES
WHICH RENDERED ITS EXEMPTION FROM WITHHOLDING INEFFECTIVE, OR FOR ANY OTHER
REASON), SUCH LENDER SHALL INDEMNIFY THE AGENT FULLY FOR ALL AMOUNTS PAID,
DIRECTLY OR INDIRECTLY, BY AGENT AS TAX, WITHHOLDING THEREFOR, OR OTHERWISE,
INCLUDING PENALTIES AND INTEREST, AND INCLUDING TAXES IMPOSED BY ANY
JURISDICTION ON AMOUNTS PAYABLE TO AGENT UNDER THIS SUBSECTION, TOGETHER WITH
ALL COSTS AND EXPENSES RELATED THERETO (INCLUDING ATTORNEYS FEES AND TIME
CHARGES OF ATTORNEYS FOR AGENT).
(I)
EVIDENCE OF PAYMENTS.
AS