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 11.1(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 11.1; 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 or Clause 8.3 (Payment of Interest) until the date (the
"Confirmation Date") which is
2 Business Days after the earlier of:
(x)
the date on which the Authorisation is received by the relevant
Obligor;
64
(y)
the date that Lender confirms to TCN 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
Advances made to TCN) on interest under a Double Taxation Treaty in relation to
the relevant Interest Payment; and
(z)
the date which is 6 months after the date on which the relevant
Interest Payment had otherwise been due and payable.
(ii)
For the avoidance of doubt, in the event that sub-paragraph (i)
of this paragraph (k) 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.
11.2
TAX INDEMNITY
(A)
SUBJECT TO PARAGRAPH (B) OF THIS CLAUSE, TCN SHALL (WITHIN 5
BUSINESS DAYS OF DEMAND BY THE FACILITY AGENT) PAY (OR PROCURE