ANY OTHER INFORMATION
RELATING TO ITS TAXES THAT IT DEEMS CONFIDENTIAL) TO THE BORROWERS OR ANY OTHER
PERSON.
(H)
ANY LENDER CLAIMING ANY ADDITIONAL AMOUNTS PAYABLE PURSUANT TO
THIS SECTION 4.10 SHALL USE REASONABLE EFFORTS (CONSISTENT WITH LEGAL AND
REGULATORY RESTRICTIONS) TO FILE ANY CERTIFICATE OR DOCUMENT REASONABLY
REQUESTED BY THE BORROWERS OR TO CHANGE THE JURISDICTION OF ITS APPLICABLE
LENDING OFFICE IF THE MAKING OF SUCH A FILING OR CHANGE WOULD AVOID THE NEED FOR
OR REDUCE THE AMOUNT OF ANY SUCH ADDITIONAL AMOUNTS WHICH MAY THEREAFTER ACCRUE
AND WOULD NOT, IN THE SOLE DETERMINATION OF SUCH LENDER, BE OTHERWISE
DISADVANTAGEOUS TO SUCH LENDER.
(I)
THE UK BORROWERS ARE NOT REQUIRED TO MAKE AN INCREASED PAYMENT TO
ANY LENDER OR AGENT UNDER SECTION 4.8(C) OR THIS SECTION 4.10 IN RESPECT OF TAX
IMPOSED BY THE UNITED KINGDOM AND REQUIRED TO BE WITHHELD FROM A PAYMENT OF
INTEREST ON ANY LOAN MADE UNDER THIS AGREEMENT IF ON THE DATE ON WHICH THE
PAYMENT FALLS DUE (I) THE PAYMENT COULD HAVE BEEN MADE TO THE RELEVANT LENDER
WITHOUT ANY WITHHOLDING IF IT WAS A QUALIFYING LENDER (AS DEFINED BELOW), BUT ON
THAT DATE THAT LENDER IS NOT OR HAS CEASED TO BE A QUALIFYING LENDER OTHER THAN
AS A RESULT OF ANY CHANGES AFTER THE DATE IT BECAME A LENDER UNDER THIS
AGREEMENT IN ANY LAW OR TREATY (AS DEFINED BELOW) OR ANY PUBLISHED PRACTICE OR
CONCESSION OF THE UK INLAND REVENUE, OR (II) (A) THE RELEVANT LENDER IS A UK
NON-BANK LENDER (AS DEFINED BELOW), OR WOULD HAVE BEEN A UK NON-BANK LENDER WERE
IT NOT FOR ANY CHANGE AFTER THE DATE IT BECAME A LENDER UNDER THIS AGREEMENT IN
ANY LAW OR TREATY, OR ANY PUBLISHED PRACTICE OR CONCESSION OF THE UK INLAND
REVENUE, AND (B) THE BOARD OF THE INLAND REVENUE HAS GIVEN (AND NOT REVOKED OR
VARIED IN A MATERIAL PARTICULAR) A DIRECTION UNDER SECTION 349C OF THE TAXES ACT
(AS THAT PROVISION HAS EFFECT ON THE DATE ON WHICH THE RELEVANT LENDER BECAME A
PARTY TO THIS AGREEMENT) WHICH RELATES TO THAT PAYMENT AND THAT THE UK BORROWER
HAS NOTIFIED THAT UK NON-BANK LENDER OF THE PRECISE TERMS OF THAT NOTICE, OR
(III) THE RELEVANT LENDER IS A TREATY LENDER AND THE UK BORROWER MAKING THE
PAYMENT IS ABLE TO DEMONSTRATE THAT THE PAYMENT COULD HAVE BEEN MADE TO THE
LENDER WITHOUT THE TAX DEDUCTION HAD THAT LENDER COMPLIED WITH ITS OBLIGATIONS
UNDER PARAGRAPH 4.10 (E) ABOVE.
FOR PURPOSES OF THE PRECEDING PARAGRAPH,
"QUALIFYING LENDER" MEANS A LENDER WHICH IS BENEFICIALLY ENTITLED TO THE
RELEVANT INTEREST PAYABLE TO THAT LENDER IN RESPECT OF A LOAN UNDER THIS
AGREEMENT AND IS:
(i)
a Lender:
(A)
which is a bank (as defined for the purpose of
section 349 of the Taxes Act) making a loan under this Agreement; or
(B)
in respect of an advance made under this
Agreement by a person that was a bank (as defined for the purpose of section 349
of the Taxes Act)