BY THAT FINANCE PARTY:
(A)
UNDER THE LAW OF THE JURISDICTION IN WHICH THAT FINANCE PARTY IS
INCORPORATED OR, IF DIFFERENT, THE JURISDICTION (OR JURISDICTIONS) IN WHICH THAT
FINANCE PARTY IS TREATED AS RESIDENT FOR TAX PURPOSES; OR
(B)
UNDER THE LAW OF THE JURISDICTION IN WHICH THAT FINANCE PARTY'S
FACILITY OFFICE IS LOCATED IN RESPECT OF AMOUNTS RECEIVED OR RECEIVABLE IN THAT
JURISDICTION; OR
(II)
WITH RESPECT TO AUSTRALIAN WITHHOLDING TAX ON INTEREST OR AMOUNTS IN THE
NATURE OF INTEREST PAID OR PAYABLE IN RESPECT OF UTILISATIONS UNDER FACILITY A
OR FACILITY B; OR
(III)
(WHERE THE RELEVANT FINANCE PARTY IS AN AUSTRALIAN RESIDENT, OR A
NON-RESIDENT CARRYING ON BUSINESS IN AUSTRALIA OR THROUGH A PERMANENT
ESTABLISHMENT OF THE NON-RESIDENT IN AUSTRALIA) IF THE TAX IS IMPOSED BECAUSE
THAT FINANCE PARTY HAS NOT SUPPLIED AN APPROPRIATE TAX FILE NUMBER, AN
AUSTRALIAN BUSINESS NUMBER OR OTHER EXEMPTION DETAILS; OR
(IV)
WITH RESPECT TO A TAX WHICH WOULD NOT BE REQUIRED TO BE DEDUCTED BY THE
OBLIGOR IF, THE COMMISSIONER OF TAXATION OF THE COMMONWEALTH OF AUSTRALIA HAD
NOT GIVEN A NOTICE UNDER SECTION 260-5 OF SCHEDULE 1 OF THE AUSTRALIAN TAXATION
ADMINISTRATION ACT 1953 (CTH) OR SECTION 255 OF THE TAX ACT REQUIRING THE
RELEVANT OBLIGOR TO DEDUCT THAT TAX FROM ANY PAYMENT TO BE MADE BY THE OBLIGOR
TO THE FINANCE PARTY; OR
88
(V)
WITH RESPECT TO A TAX DEDUCTION REQUIRED TO BE MADE FOR A US FEDERAL
WITHHOLDING TAX, TO THE EXTENT ANY SUCH TAX DEDUCTIONS IMPOSED ON AMOUNTS
PAYABLE TO OR FOR THE ACCOUNT OF A LENDER WITH RESPECT TO AN APPLICABLE INTEREST
IN A LOAN PURSUANT TO A LAW IN EFFECT ON THE DATE ON WHICH (X) THE LENDER
ACQUIRES SUCH INTEREST IN THE LOAN OR (Y) SUCH LENDER CHANGES ITS FACILITY
OFFICE, EXCEPT IN EACH CASE OF (X) AND (Y) TO THE EXTENT THAT, PURSUANT TO
CLAUSE 14, AMOUNTS WITH RESPECT TO SUCH TAXES WERE PAYABLE EITHER TO SUCH
LENDER'S ASSIGNOR IMMEDIATELY BEFORE SUCH LENDER BECAME A PARTY HERETO OR TO
SUCH LENDER IMMEDIATELY BEFORE IT CHANGED ITS FACILITY OFFICE; OR
(VI)
IF THE TAX DEDUCTION IS REQUIRED TO BE MADE AS A RESULT OF A BREACH BY
THE FINANCE PARTY OF ANY OF ITS OBLIGATIONS UNDER CLAUSE 15 (US TAX MATTERS);
(VII)
IF THE TAX DEDUCTION IS REQUIRED TO BE MADE AS A RESULT OF ANY
REPRESENTATION OR WARRANTY GIVEN BY THE FINANCE PARTY (AND NOT ITS PREDECESSORS)
UNDER CLAUSE 15.3 (US TAX MATTERS) BEING UNTRUE; OR
(VIII) TO THE
EXTENT THE RELEVANT LOSS, LIABILITY OR COST RELATES TO A FATCA
DEDUCTION REQUIRED TO BE MADE BY A PARTY.
14.5
TAX CREDIT
If an Obligor makes a Tax Payment and the relevant Finance Party determines in
its absolute discretion that:
(A)
A TAX CREDIT IS ATTRIBUTABLE TO THAT TAX PAYMENT OR TO A TAX DEDUCTION
IN CONSEQUENCE OF WHICH THAT TAX PAYMENT WAS REQUIRED; AND
(B)
THAT FINANCE PARTY HAS OBTAINED, UTILISED AND RETAINED THAT TAX
CREDIT,
subject to Clause 30 (Conduct