payment) in the same after Tax position as
it would have been in had the Tax Payment not been made by the Obligor.
62
16.5
STAMP TAXES
The Company shall pay and, within three Business Days of demand, indemnify each
Finance Party and each Mandated Lead Arranger against any cost, loss or
liability that Finance Party or any Mandated Lead Arranger incurs in relation to
all stamp duty, registration and other similar Taxes or fees payable in respect
of any Finance Document.
16.6
VALUE ADDED TAX
(A)
ALL CONSIDERATION EXPRESSED TO BE
PAYABLE UNDER A FINANCE DOCUMENT BY ANY PARTY TO A FINANCE PARTY SHALL BE DEEMED
TO BE EXCLUSIVE OF ANY VAT. IF VAT IS CHARGEABLE ON ANY SUPPLY MADE BY ANY
FINANCE PARTY TO ANY PARTY IN CONNECTION WITH A FINANCE DOCUMENT, THAT PARTY
SHALL PAY TO THE FINANCE PARTY (IN ADDITION TO AND AT THE SAME TIME AS PAYING
THE CONSIDERATION) AN AMOUNT EQUAL TO THE AMOUNT OF THE VAT AGAINST DELIVERY OF
A INVOICE WHICH MEETS THE RESPECTIVE CRITERIA FOR VAT REFUND.
(B)
WHERE A FINANCE DOCUMENT REQUIRES ANY
PARTY TO REIMBURSE A FINANCE PARTY FOR ANY COSTS OR EXPENSES, THAT PARTY SHALL
ALSO AT THE SAME TIME PAY AND INDEMNIFY THAT FINANCE PARTY AGAINST ALL VAT
INCURRED BY THE FINANCE PARTY IN RESPECT OF THE COSTS OR EXPENSES TO THE EXTENT
THAT THE FINANCE PARTY REASONABLY DETERMINES THAT IT IS NOT ENTITLED TO CREDIT
OR REPAYMENT OF THE VAT. THE RESPECTIVE FINANCE PARTY SHALL REIMBURSE THE
RESPECTIVE PARTY ANY VAT REFUNDED.
16.7
NIL RATE TREATY LENDER AND US LENDER
(A)
EACH LENDER MAKING A LOAN TO A U.S.
BORROWER THAT IS NOT A UNITED STATES PERSON (AS SUCH TERM IS DEFINED IN SECTION
7701(A)(30) OF THE INTERNAL REVENUE CODE) FOR U.S. FEDERAL INCOME TAX PURPOSES
(A "NON US LENDER") SHALL DELIVER TO FACILITY AGENT FOR TRANSMISSION TO U.S.
BORROWER, ON OR PRIOR TO THE CLOSING DATE (IN THE CASE OF EACH LENDER LISTED ON
THE SIGNATURE PAGES HEREOF ON THE CLOSING DATE) OR ON OR PRIOR TO THE DATE OF
THE TRANSFER CERTIFICATE PURSUANT TO WHICH IT BECOMES A LENDER (IN THE CASE OF
EACH OTHER LENDER), AND AT SUCH OTHER TIMES AS MAY BE NECESSARY IN THE
DETERMINATION OF U.S. BORROWER OR FACILITY AGENT (EACH IN THE REASONABLE
EXERCISE OF ITS DISCRETION), (I) TWO ORIGINAL COPIES OF INTERNAL REVENUE SERVICE
FORM W 8BEN, W 8ECI AND/OR W-8IMY (OR ANY SUCCESSOR FORMS), PROPERLY COMPLETED
AND DULY EXECUTED BY SUCH LENDER, AND SUCH OTHER DOCUMENTATION REQUIRED UNDER
THE INTERNAL REVENUE CODE OR REASONABLY REQUESTED BY U.S. BORROWER TO ESTABLISH
THAT SUCH LENDER IS NOT SUBJECT TO DEDUCTION OR WITHHOLDING OF UNITED STATES
FEDERAL INCOME TAX WITH RESPECT TO ANY PAYMENTS TO SUCH LENDER OF PRINCIPAL,
INTEREST, FEES OR OTHER AMOUNTS PAYABLE UNDER ANY OF THE FINANCE DOCUMENTS, OR
(II) IF SUCH LENDER IS NOT A "BANK" OR OTHER PERSON DESCRIBED IN SECTION
881(C)(3) OF THE INTERNAL REVENUE CODE AND CANNOT DELIVER INTERNAL REVENUE
SERVICE FORM