9.5
(Payment of Interest) until the date (the "Confirmation Date") which is 5
Business Days after the earlier of:
(x)
the date on which the Authorisation is
received by the Borrower;
(y)
the date that Lender confirms to the
Borrower and the Facility Agent that it is not entitled to claim full relief
from liability to taxation otherwise imposed by the United Kingdom (in relation
to that Lender's participation in the Initial Loans) on interest under a Double
Taxation Treaty in relation to the relevant Interest Payment; and
(z)
the earlier of (A) the date which is 6
months after the date on which the relevant Interest Payment had otherwise been
due and payable and (B) the date of final repayment (whether scheduled,
voluntary or mandatory) of principal in respect of the relevant Interest
Payment.
(II)
FOR THE AVOIDANCE OF DOUBT, IN THE EVENT
THAT SUB-PARAGRAPH (I) OF THIS PARAGRAPH (D) APPLIES THE INTEREST PERIOD TO
WHICH THE RELEVANT INTEREST PAYMENT RELATES SHALL NOT BE EXTENDED AND THE START
OF THE IMMEDIATELY SUCCEEDING INTEREST PERIOD SHALL NOT BE DELAYED.
(E)
ANY LENDER WHICH WAS A QUALIFYING UK LENDER
WHEN IT BECAME PARTY TO THIS AGREEMENT BUT SUBSEQUENTLY CEASES TO BE A
QUALIFYING UK LENDER (OTHER THAN BY REASON OF A CHANGE IN TAX LAW IN THE UNITED
KINGDOM) SHALL PROMPTLY NOTIFY THE BORROWER OF THAT EVENT, PROVIDED THAT IF
THERE IS A CHANGE IN TAX LAW IN THE UNITED KINGDOM WHICH, IN THE REASONABLE
OPINION OF THE BORROWER, MAY RESULT IN ANY LENDER WHICH WAS A QUALIFYING UK
LENDER WHEN IT BECAME A PARTY TO THIS AGREEMENT CEASING TO BE A QUALIFYING UK
LENDER, SUCH QUALIFYING UK LENDER SHALL CO-OPERATE WITH THE BORROWER AND PROVIDE
REASONABLE EVIDENCE REQUESTED BY THE BORROWER IN ORDER FOR THE BORROWER TO
DETERMINE WHETHER SUCH LENDER HAS CEASED TO BE A QUALIFYING UK LENDER PROVIDED,
HOWEVER, THAT NOTHING IN THIS CLAUSE 12.2(E) 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).
58
(F)
FOR THE PURPOSES OF PARAGRAPHS (A) TO
(E) ABOVE, EACH LENDER SHALL PROMPTLY DELIVER SUCH DOCUMENTS EVIDENCING ITS
CORPORATE AND TAX STATUS AS THE FACILITY AGENT OR THE BORROWER MAY REASONABLY
REQUEST, PROVIDED THAT IN THE EVENT THAT ANY LENDER FAILS TO COMPLY WITH THE
FOREGOING REQUIREMENT, THE BORROWER SHALL BE PERMITTED:
(I)
IN RESPECT OF ANY LENDER THAT HAS BECOME
A LENDER AS PART OF THE SYNDICATION OF THE FACILITY BY THE BOOKRUNNERS, TO
WITHHOLD AND RETAIN AN AMOUNT IN RESPECT OF THE APPLICABLE WITHHOLDING TAX
ESTIMATED IN GOOD FAITH BY THE BORROWER TO BE REQUIRED TO BE WITHHELD IN RESPECT
OF INTEREST PAID TO SUCH LENDER; OR
(II)
IN RESPECT OF ANY LENDER THAT INTENDS TO
BECOME A LENDER AFTER SYNDICATION OF THE FACILITY HAS BEEN COMPLETED, SUBJECT TO
THE PROVISIONS OF PARAGRAPH (A) OF CLAUSE 32.3 (ASSIGNMENTS OR TRANSFERS BY
LENDERS), TO REFUSE TO GRANT ITS CONSENT TO SUCH