after the earlier of:
(x)
the date on which the Authorisation is received by the relevant UK
Borrower;
(y)
the date that Lender confirms to the
relevant UK 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 Advances made to that UK
Borrower) 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 or Term
to which the relevant Interest Payment relates shall not be extended and the
start of the immediately succeeding Interest Period or Term 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 UK BORROWERS OF THAT EVENT, PROVIDED THAT IF
THERE IS A CHANGE IN TAX LAW IN THE UNITED KINGDOM WHICH IN THE REASONABLE
OPINION OF SUCH UK BORROWERS 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 SUCH UK BORROWERS AND
PROVIDE REASONABLE EVIDENCE REQUESTED BY SUCH UK BORROWERS IN ORDER FOR SUCH UK
BORROWERS TO DETERMINE WHETHER SUCH LENDER HAS CEASED TO BE A QUALIFYING UK
LENDER PROVIDED, HOWEVER, THAT NOTHING IN THIS CLAUSE 17.2(E) SHALL REQUIRE A
LENDER TO DISCLOSE ANY CONFIDENTIAL INFORMATION OR INFORMATION
90
regarding its business, tax affairs or tax computations (including without
limitation, its tax returns or its calculations).
(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 COMPANY MAY REASONABLY
REQUEST, PROVIDED THAT IN THE EVENT THAT ANY LENDER FAILS TO COMPLY WITH THE
FOREGOING REQUIREMENT, ANY BORROWER SHALL BE PERMITTED:
(I)
IN RESPECT OF ANY LENDER THAT HAS BECOME
A LENDER PRIOR TO THE ACHIEVEMENT OF SUCCESSFUL SYNDICATION, TO WITHHOLD AND
RETAIN AN AMOUNT IN RESPECT OF THE APPLICABLE WITHHOLDING TAX ESTIMATED IN GOOD
FAITH BY SUCH 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 THE ACHIEVEMENT OF SUCCESSFUL SYNDICATION, SUBJECT TO THE
PROVISIONS OF PARAGRAPH (A) OF CLAUSE 37.3 (ASSIGNMENTS AND TRANSFERS), TO
REFUSE TO GRANT ITS CONSENT TO SUCH TRANSFER.
(G)
IN THE EVENT THAT EITHER