INTEREST TO WHICH SUCH TAX DEDUCTION OR
PAYMENT RELATES, EVIDENCE THAT THE TAX DEDUCTION OR OTHER
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PAYMENT HAS BEEN MADE OR ACCOUNTED FOR TO THE RELEVANT TAX AUTHORITY.
17.2
LENDER TAX STATUS
(A)
EACH LENDER REPRESENTS AND WARRANTS TO THE
FACILITY AGENT AND TO EACH BORROWER:
(I)
IN THE CASE OF AN ORIGINAL LENDER, THAT
AS AT THE ORIGINAL EXECUTION DATE, IT HAS THE TAX STATUS SET OUT OPPOSITE ITS
NAME IN PART 2 OF SCHEDULE 1 (LENDER TAX STATUS); OR
(II)
IN THE CASE OF ANY OTHER LENDER, THAT AS AT
THE RELEVANT TRANSFER DATE (AND IN THE CASE OF A C FACILITY LENDER, THE DATE OF
THE C FACILITY LENDER DEED OF ACCESSION), IT IS:
(A)
a UK Bank Lender;
(B)
a UK Non-Bank Lender and falls within
paragraph (a) or (b) of the definition thereof;
(C)
a UK Treaty Lender; or
(D)
a US Accession Lender,
as the same shall be expressly indicated in the relevant Transfer Deed or C
Facility Lender Deed of Accession, as applicable.
(B)
EACH LENDER EXPRESSED TO BE A "UK NON-BANK
LENDER" IN PART 2 OF SCHEDULE 1 (LENDER TAX STATUS) IN THE TRANSFER DEED OR IN
THE C FACILITY LENDER DEED OF ACCESSION, AS APPLICABLE, PURSUANT TO WHICH IT
BECOMES A LENDER REPRESENTS AND WARRANTS TO:
(I)
THE FACILITY AGENT AND TO EACH UK
BORROWER, ON THE ORIGINAL EXECUTION DATE, 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 COMPANY
IF AND TO THE EXTENT REQUESTED TO DO SO, BY THE FACILITY AGENT; AND
(II)
THE FACILITY AGENT AND TO EACH UK 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 17.2(B) IS TRUE IN RELATION TO THAT LENDER'S
PARTICIPATION IN EACH ADVANCE MADE TO SUCH BORROWER, ON EACH DATE THAT SUCH UK
BORROWER MAKES A PAYMENT OF INTEREST IN RELATION TO SUCH ADVANCE.
(C)
(I)
A
LENDER THAT INTENDS TO QUALIFY AS A UK TREATY LENDER AND EITHER THE PARENT OR
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
EITHER THE PARENT OR THE RELEVANT OBLIGOR TO OBTAIN AUTHORISATION TO MAKE THAT
PAYMENT WITHOUT A TAX DEDUCTION; PROVIDED, HOWEVER, THAT NOTHING IN THIS
CLAUSE 17.2(C)(I) 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
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CALCULATIONS).
(II)
ANY LENDER THAT IS