WITHIN THE TIME ALLOWED AND IN
THE MINIMUM AMOUNT REQUIRED BY LAW.
(H)
WITHIN 30 DAYS OF MAKING EITHER A TAX DEDUCTION OR ANY PAYMENT
REQUIRED IN CONNECTION WITH THAT TAX DEDUCTION, THE RELEVANT OBLIGOR MAKING THAT
TAX DEDUCTION OR OTHER PAYMENT SHALL DELIVER TO THE FACILITY AGENT OR THE US
PAYING AGENT, AS APPROPRIATE, FOR THE FINANCE PARTY
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ENTITLED TO THE INTEREST TO WHICH SUCH TAX DEDUCTION OR PAYMENT RELATES EVIDENCE
THAT THE TAX DEDUCTION OR OTHER PAYMENT HAS BEEN MADE OR ACCOUNTED FOR TO THE
RELEVANT TAX AUTHORITY.
(I)
EACH LENDER EXPRESSED TO BE A "UK NON-BANK LENDER" IN PART 2 OF
SCHEDULE 1 (UK NON-BANK LENDERS) OR IN THE TRANSFER DEED PURSUANT TO WHICH IT
BECOMES A LENDER REPRESENTS AND WARRANTS TO:
(I)
THE FACILITY AGENT AND TCN, 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 TCN IF AND TO THE EXTENT REQUESTED TO DO SO,
AND THE FACILITY AGENT); AND
(II)
THE FACILITY AGENT AND TCN THAT, UNLESS IT NOTIFIES THE FACILITY
AGENT AND TCN TO THE CONTRARY IN WRITING PRIOR TO ANY SUCH DATE, ITS
REPRESENTATION AND WARRANTY IN PARAGRAPH (I) OF THIS CLAUSE 16.1(I) IS TRUE IN
RELATION TO THAT LENDER'S PARTICIPATION IN EACH ADVANCE MADE TO TCN, ON EACH
DATE THAT TCN MAKES A PAYMENT OF INTEREST IN RELATION TO SUCH ADVANCE.
(J)
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
CO-OPERATE IN COMPLETING ANY PROCEDURAL FORMALITIES NECESSARY FOR THE RELEVANT
OBLIGOR TO OBTAIN AUTHORISATION TO MAKE THAT PAYMENT WITHOUT A TAX DEDUCTION.
(K)
(I)
IF, IN RELATION TO ANY INTEREST PAYMENT TO A LENDER
ON AN ADVANCE:
(A)
THAT LENDER HAS CONFIRMED TO TCN AND THE FACILITY AGENT BEFORE THAT
INTEREST PAYMENT WOULD OTHERWISE FALL DUE THAT:
(1)
IT HAS COMPLETED THE NECESSARY PROCEDURAL FORMALITIES REFERRED TO
IN PARAGRAPH (J) OF THIS CLAUSE 16.1; AND
(2)
THE INLAND REVENUE HAS NOT DECLINED TO ISSUE THE AUTHORISATION
REFERRED TO IN THE DEFINITION OF "UK TREATY LENDER" (THE "AUTHORISATION") TO
THAT LENDER IN RELATION TO THAT ADVANCE, OR IF THE INLAND REVENUE HAS DECLINED,
THE LENDER IS DISPUTING THAT DECISION IN GOOD FAITH; AND
(B)
the relevant Obligor has not received the Authorisation,
then, that interest payment (the "relevant Interest Payment") shall not be due
and payable under Clause 12.1 (Interest Payment Date for Revolving Facility
Advances) or Clause 13.5 (Payment of Interest for Term Facility Advances) (as
applicable) until the date (the "Confirmation Date") which is
2 Business