REQUIRED TO BE
WITHHELD IN RESPECT OF INTEREST PAYABLE TO SUCH LENDER; OR
(II)
SUBJECT TO THE PROVISIONS OF PARAGRAPH (A) OF CLAUSE 37.5
(ASSIGNMENTS OR TRANSFERS BY LENDERS), TO REFUSE TO GRANT ITS CONSENT TO SUCH
TRANSFER.
(G)
IN THE EVENT THAT EITHER THE FACILITY AGENT OR THE COMPANY HAS
REASON TO BELIEVE THAT ANY REPRESENTATION GIVEN BY A LENDER IN ACCORDANCE WITH
THIS CLAUSE 17.2 IS INCORRECT OR INACCURATE, THE FACILITY AGENT OR THE COMPANY
(AS THE CASE MAY BE) SHALL PROMPTLY INFORM THE OTHER PARTY AND THE RELEVANT
LENDER, AND MAY THEREAFTER REQUEST SUCH DOCUMENTS RELATING TO THE CORPORATE AND
TAX STATUS OF SUCH LENDER AS THE FACILITY AGENT OR THE COMPANY MAY REASONABLY
REQUIRE FOR THE PURPOSES OF DETERMINING WHETHER OR NOT SUCH REPRESENTATION WAS
INDEED INCORRECT.
(H)
IF, FOLLOWING DELIVERY OF SUCH DOCUMENTATION AND FOLLOWING
CONSULTATION BETWEEN THE FACILITY AGENT, THE COMPANY AND THE RELEVANT LENDER,
THE COMPANY CONCLUDES (ACTING REASONABLY AND IN GOOD FAITH) THAT THERE IS
INSUFFICIENT EVIDENCE TO DETERMINE THE RELEVANT TAX STATUS OF SUCH LENDER, THE
RELEVANT BORROWER SHALL BE PERMITTED IN RESPECT OF SUCH LENDER, TO WITHHOLD AND
RETAIN AN AMOUNT IN RESPECT OF THE APPLICABLE WITHHOLDING TAX ESTIMATED IN GOOD
FAITH BY SUCH BORROWER TO BE REQUIRED TO BE WITHHELD IN RESPECT OF INTEREST
PAYABLE TO SUCH LENDER UNTIL SUCH TIME AS THAT LENDER HAS DELIVERED SUFFICIENT
EVIDENCE OF ITS TAX STATUS TO THE FACILITY AGENT AND THE COMPANY.
17.3
TAX INDEMNITY
(A)
SUBJECT TO PARAGRAPH (B) BELOW, THE COMPANY SHALL (WITHIN 5 BUSINESS
DAYS OF DEMAND BY THE FACILITY AGENT) PAY (OR PROCURE THAT EITHER THE PARENT OR
THE RELEVANT OBLIGOR PAYS) FOR THE ACCOUNT OF A PROTECTED PARTY AN AMOUNT EQUAL
TO ANY TAX
100
LIABILITY WHICH THAT PROTECTED PARTY REASONABLY DETERMINES HAS BEEN OR WILL BE
SUFFERED BY THAT PROTECTED PARTY (DIRECTLY OR INDIRECTLY) IN CONNECTION WITH ANY
RELEVANT FINANCE DOCUMENT.
(B)
PARAGRAPH (A) ABOVE SHALL NOT APPLY:
(I)
WITH RESPECT TO ANY TAX LIABILITY OF A PROTECTED PARTY IN RESPECT
OF TAX ON OVERALL NET INCOME OF THAT PROTECTED PARTY; OR
(II)
TO THE EXTENT THAT ANY TAX LIABILITY HAS BEEN COMPENSATED FOR BY AN
INCREASED PAYMENT OR OTHER PAYMENT UNDER PARAGRAPHS (C) OR (D) OF CLAUSE 17.1
(TAX GROSS-UP) OR WOULD HAVE BEEN COMPENSATED FOR BY SUCH AN INCREASED PAYMENT
OR OTHER PAYMENT, BUT FOR THE APPLICATION OF PARAGRAPH (F) OF CLAUSE 17.1 (TAX
GROSS-UP).
(C)
A PROTECTED PARTY MAKING, OR INTENDING TO MAKE, A CLAIM PURSUANT TO
PARAGRAPH (A) ABOVE SHALL PROMPTLY NOTIFY THE FACILITY AGENT OF THE EVENT WHICH
WILL GIVE, OR HAS GIVEN, RISE TO THE CLAIM TOGETHER WITH SUPPORTING EVIDENCE,
FOLLOWING WHICH THE FACILITY AGENT SHALL NOTIFY THE COMPANY AND PROVIDE SUCH
EVIDENCE TO IT.
(D)
A PROTECTED PARTY SHALL, ON RECEIVING A PAYMENT FROM EITHER THE
PARENT OR AN OBLIGOR UNDER THIS CLAUSE 17.3, NOTIFY THE FACILITY AGENT.
(E)
IN THIS CLAUSE 17.3:
"Tax Liability" means, in respect of any Protected Party:
(I)
ANY LIABILITY OR ANY INCREASE