ANY OTHER LENDER, THAT AS AT
THE RELEVANT TRANSFER DATE, IT IS:
(A)
a UK Bank Lender;
(B)
a UK Non-Bank Lender and falls within
paragraph (a) or (b) of the definition thereof; or
(C)
a UK Treaty Lender,
as the same shall be expressly indicated in the relevant Transfer Deed.
(B)
EACH LENDER EXPRESSED TO BE A "UK NON-BANK
LENDER" IN PART 2 OF SCHEDULE 1 (LENDER TAX STATUS) OR IN THE TRANSFER DEED
PURSUANT TO WHICH IT BECOMES A LENDER REPRESENTS AND WARRANTS TO:
(I)
THE FACILITY AGENT AND TO THE BORROWER,
ON THE DATE OF THIS AGREEMENT, OR ON THE RELEVANT TRANSFER DATE (AS THE CASE
MAY BE) THAT IT IS WITHIN PARAGRAPH (A) OF THE DEFINITION OF UK NON-BANK LENDER
ON THAT DATE (UNLESS, IF IT IS NOT WITHIN PARAGRAPH (A), IT IS WITHIN PARAGRAPH
(B) OF THE DEFINITION OF UK NON-BANK LENDER ON THAT DATE, AND HAS NOTIFIED THE
FACILITY AGENT OF THE CIRCUMSTANCES BY VIRTUE OF WHICH IT FALLS WITHIN SUCH
PARAGRAPH (B) AND HAS PROVIDED EVIDENCE OF THE SAME TO THE BORROWER IF AND TO
THE EXTENT REQUESTED TO DO SO, BY THE FACILITY AGENT); AND
(II)
THE FACILITY AGENT AND TO THE BORROWER, THAT
UNLESS IT NOTIFIES THE FACILITY AGENT AND THE COMPANY TO THE CONTRARY IN WRITING
PRIOR TO ANY SUCH DATE, ITS REPRESENTATION AND WARRANTY IN PARAGRAPH (I) OF THIS
CLAUSE 12.2(B) IS TRUE IN RELATION TO THAT LENDER'S PARTICIPATION IN EACH
INITIAL LOAN, ON EACH DATE THAT THE BORROWER MAKES A PAYMENT OF INTEREST IN
RELATION TO SUCH INITIAL LOAN.
(C)
A LENDER THAT INTENDS TO QUALIFY AS A UK
TREATY LENDER AND THE RELEVANT OBLIGOR THAT MAKES A PAYMENT TO WHICH THAT LENDER
IS ENTITLED SHALL COOPERATE IN COMPLETING ANY PROCEDURAL FORMALITIES AS MAY BE
NECESSARY FOR THE RELEVANT OBLIGOR TO OBTAIN AUTHORISATION TO MAKE THAT PAYMENT
WITHOUT A TAX DEDUCTION; PROVIDED, HOWEVER, THAT NOTHING IN THIS CLAUSE
12.2(C) SHALL REQUIRE A LENDER TO DISCLOSE ANY CONFIDENTIAL INFORMATION OR
INFORMATION REGARDING ITS BUSINESS, TAX AFFAIRS OR TAX COMPUTATIONS (INCLUDING,
WITHOUT LIMITATION, ITS TAX RETURNS OR ITS CALCULATIONS).
57
(D)
(I)
IF,
IN RELATION TO ANY INTEREST PAYMENT TO A LENDER ON AN INITIAL LOAN:
(A)
that Lender has confirmed to the Borrower and
to the Facility Agent before that interest payment would otherwise fall due
that:
(1)
it has completed the necessary procedural
formalities referred to in paragraph (c)(i) of this Clause 12.2; and
(2)
H.M. Revenue and Customs has not declined to
issue the authorisation referred to in the definition of "UK Treaty Lender" (the
"Authorisation") to that Lender in relation to the Initial Loan, or if the
Inland Revenue has declined, the Lender is disputing that decision in good
faith; and
(B)
the Borrower has not received the
Authorisation,
then, such Lender may elect, by not less than 5 Business Days' prior
confirmation in writing to the Facility Agent, that such interest payment (the
"relevant Interest Payment") shall not be due and payable under Clause