IT HAS THE TAX STATUS SET OUT OPPOSITE ITS NAME IN PART 2 OF
SCHEDULE 1 (LENDER TAX STATUS); OR
(II)
IN THE CASE OF ANY OTHER LENDER, THAT AS AT THE RELEVANT TRANSFER
DATE OR INCREASE DATE, IT IS:
(A)
A UK BANK LENDER;
(B)
A UK NON-BANK LENDER AND FALLS WITHIN PARAGRAPH (A) OR (B) OF THE
DEFINITION THEREOF; OR
(C)
A UK TREATY LENDER,
as the same shall be expressly indicated in the relevant Transfer Deed or
Increase Confirmation.
(B)
EACH LENDER EXPRESSED TO BE A "UK NON-BANK LENDER" IN PART 2 OF
SCHEDULE 1 (LENDER TAX STATUS) OR IN THE TRANSFER DEED OR INCREASE CONFIRMATION
PURSUANT TO WHICH IT BECOMES A LENDER REPRESENTS AND WARRANTS TO:
(I)
THE FACILITY AGENT AND TO EACH UK BORROWER, ON THE ORIGINAL
EXECUTION DATE, OR ON THE RELEVANT TRANSFER DATE OR INCREASE 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 SUCH PARAGRAPH (A), IT IS WITHIN
PARAGRAPH (B) OF SUCH DEFINITION 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
98
OF THE SAME TO THE COMPANY IF AND TO THE EXTENT REQUESTED TO DO SO, BY THE
FACILITY AGENT; AND
(II)
THE FACILITY AGENT AND TO EACH UK BORROWER, THAT UNLESS IT NOTIFIES
THE FACILITY AGENT AND THE COMPANY TO THE CONTRARY IN WRITING PRIOR TO ANY SUCH
DATE, ITS REPRESENTATION AND WARRANTY IN PARAGRAPH (I) ABOVE IS TRUE IN RELATION
TO THAT LENDER'S PARTICIPATION IN EACH ADVANCE MADE TO SUCH BORROWER, ON EACH
DATE THAT SUCH UK BORROWER MAKES A PAYMENT OF INTEREST IN RELATION TO SUCH
ADVANCE.
(C)
A LENDER THAT INTENDS TO QUALIFY AS A UK TREATY LENDER AND EITHER
THE PARENT OR THE RELEVANT OBLIGOR THAT MAKES A PAYMENT TO WHICH THAT LENDER IS
ENTITLED SHALL COOPERATE IN COMPLETING ANY PROCEDURAL FORMALITIES AS MAY BE
NECESSARY FOR EITHER THE PARENT OR THE RELEVANT OBLIGOR TO OBTAIN AUTHORISATION
TO MAKE THAT PAYMENT WITHOUT A TAX DEDUCTION; PROVIDED, HOWEVER, THAT NOTHING IN
THIS PARAGRAPH (C) 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).
(D)
(I)
IF, IN RELATION TO ANY INTEREST PAYMENT TO A LENDER ON
AN ADVANCE MADE TO A UK BORROWER:
(A)
THAT LENDER HAS CONFIRMED TO THE RELEVANT UK BORROWER AND TO THE
FACILITY AGENT BEFORE THAT INTEREST PAYMENT WOULD OTHERWISE FALL DUE THAT:
(1)
IT HAS COMPLETED THE NECESSARY PROCEDURAL FORMALITIES REFERRED TO IN
PARAGRAPH (C) ABOVE; AND
(2)
H.M. REVENUE & CUSTOMS 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 H.M. REVENUE & CUSTOMS HAS
DECLINED, THE LENDER IS DISPUTING THAT DECISION IN GOOD