Common use of United Kingdom Tax Matters Clause in Contracts

United Kingdom Tax Matters. (a) The provisions of this Section 5.12 shall only apply in respect of any UK Borrower or any other Borrower to the extent only that it makes a payment of interest that is treated as having a UK source for UK tax purposes (a “Relevant Borrower”), and in respect of any such UK Borrower the provisions of Sections 5.9, 5.10 and 5.11 shall not apply. (b) Tax gross-up. (i) Each Relevant Borrower shall make all payments to be made by it under any Loan Document without any Tax Deduction unless a Tax Deduction is required by law. (ii) A Relevant Borrower shall, promptly upon becoming aware that it must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify Agent accordingly. Similarly, a Lender shall promptly notify Agent on becoming so aware in respect of a payment payable to that Lender. If Agent receives such notification from a Lender it shall notify the Relevant Borrower. (iii) If a Tax Deduction is required by law to be made by a Relevant Borrower, the amount of the payment due from that Relevant Borrower shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required. (iv) If a Relevant Borrower is required to make a Tax Deduction, that Relevant Borrower shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law. (v) Within thirty days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Relevant Borrower making that Tax Deduction shall deliver to Agent for the benefit of the Lender entitled to the payment a statement under section 975 of the ITA or other evidence reasonably satisfactory to that Lender that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority. (vi) A Treaty Lender and each Relevant Borrower which makes a payment to which that Treaty Lender is entitled shall co-operate in completing any procedural formalities necessary for that Relevant Borrower to obtain authorization to make that payment without a Tax Deduction; provided that (1) a failure to co-operate shall not relieve the Relevant Borrower of its obligation to pay any additional amount in accordance with clause (b)(iii) above and (2) the Agent or Treaty Lender shall have no liability to the Relevant Borrower for failure or delay to do so in good faith. (vii) Nothing in clause (b)(vi) above shall require a Treaty Lender to: (1) register under the HMRC DT Treaty Passport scheme; (2) apply the HMRC DT Treaty Passport scheme to any advance if it has so registered; or (3) file Treaty forms if it has included an indication to the effect that it wishes the HMRC DT Treaty Passport Scheme to apply to this Agreement in accordance with clause (b)(x) or clause (f)(i) and the Relevant Borrower making that payment has not complied with its obligations under clause (b)(xi) or clause (f)(ii). (viii) A UK Non-Bank Lender which becomes a party on the day on which this Agreement is entered into gives a Tax Confirmation to the UK Borrower by entering into this Agreement. (ix) A UK Non-Bank Lender shall promptly notify the Relevant Borrower and Agent if there is any change in the position from that set out in the Tax Confirmation. (x) A Treaty Lender which becomes a party on the day on which this Agreement is entered into that holds a passport under the HMRC DT Treaty Passport scheme, and which wishes that scheme to apply to this Agreement, shall include an indication to that effect (for the benefit of the Agent and without liability to any Relevant Borrower) by notifying the UK Borrower of its scheme reference number and its jurisdiction of tax residence. (xi) Where a Lender notifies the UK Borrower as described in clause (b)(xi) above each Relevant Borrower shall file a duly completed form DTTP2 in respect of such Lender with HM Revenue & Customs within 30 days of the date of this Agreement and shall promptly provide the Lender with a copy of that filing. (xii) If clause (b)(xi) above applies but: (1) that UK Borrower’s form DTTP2 has been rejected by HM Revenue & Customs; or (2) HM Revenue & Customs has not given the UK Borrower authority to make payments to that Lender without a Tax Deduction within 60 days of the date of the UK Borrower’s filing, and in each case, the UK Borrower has notified that Lender in writing, that Lender and the UK Borrower shall co-operate in completing any additional procedural formalities necessary for that UK Borrower to obtain authorisation to make that payment without a Tax Deduction; provided that (x) failure to co-operate shall not relieve the UK Borrower of its obligation to pay any additional amount in accordance with clause (b)(iii) above and (y) Agent or Treaty Lender shall have no liability to the UK Borrower for failure to do so in good faith. (xiii) If a Lender has not included an indication to the effect that it wishes the HMRC DT Treaty Passport scheme to apply to this Agreement in accordance with clause (b)(x) or clause (f)(i) (HMRC DT Treaty Passport scheme confirmation), no Relevant Borrower shall file any form relating to the HMRC DT Treaty Passport scheme in respect of that Lender’s advance or its participation in any advance.

United Kingdom Tax Matters. (a) The provisions of this Section 5.12 shall only apply in respect of any UK Borrower or any other Borrower to the extent only that it makes a payment of interest that is treated as having a UK source for UK tax purposes (a “Relevant Borrower”), and in respect of any such UK Borrower the provisions of Sections 5.9, 5.10 and 5.11 shall not apply. (b) Tax gross-up. (i) Each Relevant Borrower shall make all payments to be made by it under any Loan Document without any Tax Deduction unless a Tax Deduction is required by law. (ii) A Relevant Borrower shall, promptly upon becoming aware that it must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify Agent accordingly. Similarly, a Lender shall promptly notify Agent on becoming so aware in respect of a payment payable to that Lender. If Agent receives such notification from a Lender it shall notify the Relevant Borrower. (iii) If a Tax Deduction is required by law to be made by a Relevant Borrower, the amount of the payment due from that Relevant Borrower shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required. (iv) A payment shall not be increased under clause (iii) above by reason of a Tax Deduction on account of Taxes imposed by the United Kingdom if, on the date on which the payment falls due: (1) the payment could have been made to the relevant Lender without a Tax Deduction if the Lender had been a Qualifying Lender, but on that date that Lender is not or has ceased to be a Qualifying Lender other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration, or application of) any law or Treaty or any published practice or published concession of any relevant taxing authority; or (2) the relevant Lender is a Qualifying Lender solely by virtue of clause (a)(ii) of the definition of Qualifying Lender, and: a. an officer of H.M. Revenue & Customs has given (and not revoked) a direction (a “Direction”) under section 931 of the ITA which relates to the payment and that Lender has received from the Relevant Borrower making the payment a certified copy of that Direction; and b. the payment could have been made to the Lender without any Tax Deduction if that Direction had not been made; or (3) the relevant Lender is a Qualifying Lender solely by virtue of clause (a)(ii) of the definition of Qualifying Lender and: a. the relevant Lender has not given a Tax Confirmation to the Relevant Borrower; and b. the payment could have been made to the Lender without any Tax Deduction if the Lender had given a Tax Confirmation to the Relevant Borrower, on the basis that the Tax Confirmation would have enabled the Relevant Borrower to have formed a reasonable belief that the payment was an “excepted payment” for the purpose of section 930 of the ITA; or (4) the relevant Lender is a Treaty Lender and the Relevant 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 clause (vii) below. (v) If a Relevant Borrower is required to make a Tax Deduction, that Relevant Borrower shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law. (vvi) Within thirty days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Relevant Borrower making that Tax Deduction shall deliver to Agent for the benefit of the Lender entitled to the payment a statement under section 975 of the ITA or other evidence reasonably satisfactory to that Lender that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority. (vivii) A Treaty Lender and each Relevant Borrower which makes a payment to which that Treaty Lender is entitled shall co-operate in completing any procedural formalities necessary for that Relevant Borrower to obtain authorization to make that payment without a Tax Deduction; provided that (1) a failure to co-operate shall not relieve the Relevant Borrower of its obligation to pay any additional amount in accordance with clause (b)(iii) above and (2) the Agent or Treaty Lender shall have no liability to the Relevant Borrower for failure or delay to do so in good faith. (viiviii) Nothing in clause (b)(vib)(vii) above shall require a Treaty Lender to: (1) register under the HMRC DT Treaty Passport scheme; (2) apply the HMRC DT Treaty Passport scheme to any advance if it has so registered; or (3) file Treaty forms if it has included an indication to the effect that it wishes the HMRC DT Treaty Passport Scheme to apply to this Agreement in accordance with clause (b)(xb)(xi) or clause (f)(i) and the Relevant Borrower making that payment has not complied with its obligations under clause (b)(xib)(xii) or clause (f)(ii). (viiiix) A UK Non-Bank Lender which becomes a party on the day on which this Agreement is entered into gives a Tax Confirmation to the UK Borrower by entering into this Agreement. (ixx) A UK Non-Bank Lender shall promptly notify the Relevant Borrower and Agent if there is any change in the position from that set out in the Tax Confirmation. (xxi) A Treaty Lender which becomes a party on the day on which this Agreement is entered into that holds a passport under the HMRC DT Treaty Passport scheme, and which wishes that scheme to apply to this Agreement, shall include an indication to that effect (for the benefit of the Agent and without liability to any Relevant Borrower) by notifying the UK Borrower of its scheme reference number and its jurisdiction of tax residence. (xixii) Where a Lender notifies the UK Borrower as described in clause (b)(xi) above each Relevant Borrower shall file a duly completed form DTTP2 in respect of such Lender with HM Revenue & Customs within 30 days of the date of this Agreement and shall promptly provide the Lender with a copy of that filing. (xiixiii) If clause (b)(xib)(xii) above applies but: (1) that UK Borrower’s form DTTP2 has been rejected by HM Revenue & Customs; or (2) HM Revenue & Customs has not given the UK Borrower authority to make payments to that Lender without a Tax Deduction within 60 days of the date of the UK Borrower’s filing, and in each case, the UK Borrower has notified that Lender in writing, that Lender and the UK Borrower shall co-operate in completing any additional procedural formalities necessary for that UK Borrower to obtain authorisation to make that payment without a Tax Deduction; provided that (x) failure to co-operate shall not relieve the UK Borrower of its obligation to pay any additional amount in accordance with clause (b)(iii) above and (y) Agent or Treaty Lender shall have no liability to the UK Borrower for failure to do so in good faith. (xiiixiv) If a Lender has not included an indication to the effect that it wishes the HMRC DT Treaty Passport scheme to apply to this Agreement in accordance with clause (b)(xb)(xi) or clause (f)(i) (HMRC DT Treaty Passport scheme confirmation), no Relevant Borrower shall file any form relating to the HMRC DT Treaty Passport scheme in respect of that Lender’s advance or its participation in any advance.

United Kingdom Tax Matters. (aA) The provisions of this Section 5.12 14.4(c) shall only apply in respect of the U.K. Borrower under any UK Borrower or any other Borrower to the extent only that it makes a payment of interest that is treated as having a UK source for UK tax purposes Credit Document (a “Relevant Borrower”), and in respect of ) to any such UK Borrower the provisions of Sections 5.9, 5.10 and 5.11 shall not applyLender. (bB) Tax gross-up. (i) i. Each Relevant Borrower shall make all payments to be made by it under any Loan Document Credit Extension without any Tax Deduction unless a Tax Deduction is required by law. (ii) . A Relevant Borrower shall, promptly upon becoming aware that it must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Administrative Agent accordingly. Similarly, a Lender shall promptly notify the Administrative Agent on becoming so aware in respect of a payment payable to that Lender. If the Administrative Agent receives such notification from a Lender it shall notify the Relevant Borrower. (iii) . If a Tax Deduction is required by law to be made by a Relevant Borrower, the amount of the payment due from that Relevant Borrower shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required. iv. A payment shall not be increased under clause (iviii) above by reason of a Tax Deduction on account of Taxes imposed by the United Kingdom if, on the date on which the payment falls due: 1) the payment could have been made to the relevant Lender without a Tax Deduction if the Lender had been a U.K. Qualifying Lender, but on that date that Lender is not or has ceased to be a U.K. Qualifying Lender other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration, or application of) any law or Treaty or any published practice or published concession of any relevant taxing authority; 2) the relevant Lender is a U.K. Qualifying Lender solely by virtue of clause (i)2 of the definition of the U.K. Qualifying Lender, and an officer of H.M. Revenue & Customs has given (and not revoked) a direction (a “Direction”) under section 931 of the U.K. ITA which relates to the payment and that Lender has received from the Relevant Borrower making the payment a certified copy of that Direction; or 3) the relevant Lender is a U.K. Qualifying Lender solely by virtue of clause (i)2 of the definition of U.K. Qualifying Lender and the payment could have been made to the Lender without any Tax Deduction if the Lender had given a Tax Confirmation to the Relevant Borrower, on the basis that the Tax Confirmation would have enabled the Relevant Borrower to have formed a reasonable belief that the payment was an “excepted payment” for the purpose of section 930 of the ITA. v. If a Relevant Borrower is required to make a Tax Deduction, that Relevant Borrower shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law. (v) vi. Within thirty days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Relevant Borrower making that Tax Deduction shall deliver to Administrative Agent for the benefit of the Lender entitled to the payment a statement under section 975 of the ITA or other evidence reasonably satisfactory to that Lender that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority. vii. Subject to clause (vi) A c)viii below, a U.K. Treaty Lender and each Relevant the U.K. Borrower which makes a payment to which that U.K. Treaty Lender is entitled shall co-operate in completing any procedural formalities necessary for that Relevant U.K. Borrower to obtain authorization to make that payment without a Tax Deduction; provided that (. 1) a failure to co-operate shall not relieve the Relevant Borrower of its obligation to pay any additional amount in accordance with clause (b)(iii) above and (2) the Agent or Treaty Lender shall have no liability to the Relevant Borrower for failure or delay to do so in good faith. (vii) Nothing in clause (b)(vi) above shall require a Treaty Lender to: (1) register under the HMRC DT Treaty Passport scheme; (2) apply the HMRC DT Treaty Passport scheme to any advance if it has so registered; or (3) file Treaty forms if it has included an indication to the effect that it wishes the HMRC DT Treaty Passport Scheme to apply to this Agreement in accordance with clause (b)(x) or clause (f)(i) and the Relevant Borrower making that payment has not complied with its obligations under clause (b)(xi) or clause (f)(ii). (viii) A UK Non-Bank Lender which becomes a party on the day on which this Agreement is entered into gives a Tax Confirmation to the UK Borrower by entering into this Agreement. (ix) A UK Non-Bank Lender shall promptly notify the Relevant Borrower and Agent if there is any change in the position from that set out in the Tax Confirmation. (x) A U.K. Treaty Lender which becomes a party on the day on which this Agreement is entered into that holds a passport under the HMRC DT Treaty Passport scheme, and which wishes that scheme to apply to this Agreement, shall include an indication to that effect (for the benefit of the Administrative Agent and without liability to any Relevant Borrower) by notifying the UK U.K. Borrower of its scheme reference number and its jurisdiction of tax residence; and 2) a Lender which acquires an interest in a Credit Extension to the U.K. Borrower after the Closing Date which is a U.K. Treaty Lender that holds a passport under the HMRC DT Treaty Passport scheme and which wishes that scheme to apply to this Agreement, shall confirm its scheme reference number and its jurisdiction of tax residence in the Assignment and Assumption which it executes or otherwise notify the U.K. Borrower thereof, and having done so, that Lender shall be under no obligation pursuant to this clause (c)viii. (xi) Where a Lender notifies the UK Borrower as described ix. Nothing in clause (b)(xi) c)viii above each Relevant Borrower shall file require a duly completed form DTTP2 in respect of such Lender with HM Revenue & Customs within 30 days of the date of this Agreement and shall promptly provide the Lender with a copy of that filing. (xii) If clause (b)(xi) above applies but: (1) that UK Borrower’s form DTTP2 has been rejected by HM Revenue & Customs; or (2) HM Revenue & Customs has not given the UK Borrower authority to make payments to that Lender without a Tax Deduction within 60 days of the date of the UK Borrower’s filing, and in each case, the UK Borrower has notified that Lender in writing, that Lender and the UK Borrower shall co-operate in completing any additional procedural formalities necessary for that UK Borrower to obtain authorisation to make that payment without a Tax Deduction; provided that (x) failure to co-operate shall not relieve the UK Borrower of its obligation to pay any additional amount in accordance with clause (b)(iii) above and (y) Agent or U.K. Treaty Lender shall have no liability to to: (A) register under the UK Borrower for failure to do so in good faith. HMRC DT Treaty Passport scheme; or (xiiiB) If a Lender has not included an indication to the effect that it wishes apply the HMRC DT Treaty Passport scheme to apply to this Agreement any Credit Extension if it has so registered, x. Where a Lender notifies the U.K. Borrower as described in accordance with clause (b)(xc)viii above and 1) or clause (f)(i) (HMRC DT Treaty Passport scheme confirmation), no Relevant the U.K. Borrower shall file any form relating making a payment to the HMRC DT Treaty Passport scheme that Lender has not made a U.K. Borrower DTTP Filing in respect of that Lender’s advance or its participation ; or 2) the U.K. Borrower making a payment to that Lender has made a U.K. Borrower DTTP Filing in any advance.respect of that Lender but: a) that U.K. Borrower DTTP Filing has been rejected by H.M. Revenue & Customs; or

United Kingdom Tax Matters. (a) The provisions of this Section 5.12 shall only apply in respect of any UK Borrower or any other Borrower to the extent only that it makes a payment of interest that is treated as having a UK source for UK tax purposes (a “Relevant Borrower”), and in respect of any such UK UKRelevant Borrower the provisions of Sections 5.9, 5.10 and 5.11 shall not apply. (b) Tax gross-up. (i) Each Relevant Borrower shall make all payments to be made by it under any Loan Document without any Tax Deduction unless a Tax Deduction is required by law. (ii) A Relevant Borrower shall, promptly upon becoming aware that it must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify Agent accordingly. Similarly, a Lender shall promptly notify Agent on becoming so aware in respect of a payment payable to that Lender. If Agent receives such notification from a Lender it shall notify the Relevant Borrower. (iii) If a Tax Deduction is required by law to be made by a Relevant Borrower, the amount of the payment due from that Relevant Borrower shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required. (iv) If a Relevant Borrower is required to make a Tax Deduction, that Relevant Borrower A payment shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required not be increased under clause (iii) above by law. (v) Within thirty days reason of making either a Tax Deduction or any payment required in connection with that Tax Deductionon account of Taxes imposed by the United Kingdom if, on the Relevant Borrower making that Tax Deduction shall deliver to Agent for the benefit of the Lender entitled to date on which the payment a statement under section 975 of the ITA or other evidence reasonably satisfactory to that Lender that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority. (vi) A Treaty Lender and each Relevant Borrower which makes a payment to which that Treaty Lender is entitled shall co-operate in completing any procedural formalities necessary for that Relevant Borrower to obtain authorization to make that payment without a Tax Deduction; provided that (1) a failure to co-operate shall not relieve the Relevant Borrower of its obligation to pay any additional amount in accordance with clause (b)(iii) above and (2) the Agent or Treaty Lender shall have no liability to the Relevant Borrower for failure or delay to do so in good faith. (vii) Nothing in clause (b)(vi) above shall require a Treaty Lender tofalls due: (1) register the payment could have been made to the relevant Lender without a Tax Deduction if the Lender had been a Qualifying Lender, but on that date that Lender is not or has ceased to be a Qualifying Lender other than as a result of any change after the date it became a Lender under this Agreement in (or in the HMRC DT interpretation, administration, or application of) any law or Treaty Passport scheme;or any published practice or published concession of any relevant taxing authority; or (2) apply (2) the HMRC DT Treaty Passport scheme relevant Lender is a Qualifying Lender solely by virtue of clause (a)(ii) of the definition of Qualifying Lender, and: a. an officer of H.M. Revenue & Customs has given (and not revoked) a direction (a “Direction”) under section 931 of the ITA which relates to the payment and that Lender has received from the Relevant Borrower making the payment a certified copy of that Direction; and b. the payment could have been made to the Lender without any advance Tax Deduction if it has so registeredthat Direction had not been made; or (3) file Treaty forms if it has included an indication to (3) the effect that it wishes the HMRC DT Treaty Passport Scheme to apply to this Agreement in accordance with relevant Lender is a Qualifying Lender solely by virtue of clause (b)(xa)(ii) or clause (f)(i) and the Relevant Borrower making that payment has not complied with its obligations under clause (b)(xi) or clause (f)(ii). (viii) A UK Non-Bank Lender which becomes a party on the day on which this Agreement is entered into gives a Tax Confirmation to the UK Borrower by entering into this Agreement. (ix) A UK Non-Bank Lender shall promptly notify the Relevant Borrower and Agent if there is any change in the position from that set out in the Tax Confirmation. (x) A Treaty Lender which becomes a party on the day on which this Agreement is entered into that holds a passport under the HMRC DT Treaty Passport scheme, and which wishes that scheme to apply to this Agreement, shall include an indication to that effect (for the benefit of the Agent and without liability to any Relevant Borrower) by notifying the UK Borrower definition of its scheme reference number and its jurisdiction of tax residence. (xi) Where a Qualifying Lender notifies the UK Borrower as described in clause (b)(xi) above each Relevant Borrower shall file a duly completed form DTTP2 in respect of such Lender with HM Revenue & Customs within 30 days of the date of this Agreement and shall promptly provide the Lender with a copy of that filing. (xii) If clause (b)(xi) above applies butand: (1) that UK Borrower’s form DTTP2 has been rejected by HM Revenue & Customs; or (2) HM Revenue & Customs has not given the UK Borrower authority to make payments to that Lender without a Tax Deduction within 60 days of the date of the UK Borrower’s filing, and in each case, the UK Borrower has notified that Lender in writing, that Lender and the UK Borrower shall co-operate in completing any additional procedural formalities necessary for that UK Borrower to obtain authorisation to make that payment without a Tax Deduction; provided that (x) failure to co-operate shall not relieve the UK Borrower of its obligation to pay any additional amount in accordance with clause (b)(iii) above and (y) Agent or Treaty Lender shall have no liability to the UK Borrower for failure to do so in good faith. (xiii) If a Lender has not included an indication to the effect that it wishes the HMRC DT Treaty Passport scheme to apply to this Agreement in accordance with clause (b)(x) or clause (f)(i) (HMRC DT Treaty Passport scheme confirmation), no Relevant Borrower shall file any form relating to the HMRC DT Treaty Passport scheme in respect of that Lender’s advance or its participation in any advance.

United Kingdom Tax Matters. (a) The provisions of this Section 5.12 shall only apply in respect of any UK Borrower or any other Borrower to the extent only that it makes a payment of interest that is treated as having a UK source for UK tax purposes (a “Relevant Borrower”), and in respect of any such UK Relevant Borrower the provisions of Sections 5.9, 5.10 and 5.11 shall not apply. (b) Tax gross-up. (i) Each Relevant Borrower shall make all payments to be made by it under any Loan Document without any Tax Deduction unless a Tax Deduction is required by law. (ii) A Relevant Borrower shall, promptly upon becoming aware that it must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify Agent accordingly. Similarly, a Lender shall promptly notify Agent on becoming so aware in respect of a payment payable to that Lender. If Agent receives such notification from a Lender it shall notify the Relevant Borrower. (iii) If a Tax Deduction is required by law to be made by a Relevant Borrower, the amount of the payment due from that Relevant Borrower shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required. (iv) If a Relevant Borrower is required to make a Tax Deduction, that Relevant Borrower A payment shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required not be increased under clause (iii) above by law. (v) Within thirty days reason of making either a Tax Deduction or any payment required in connection with that Tax Deductionon account of Taxes imposed by the United Kingdom if, on the Relevant Borrower making that Tax Deduction shall deliver to Agent for the benefit of the Lender entitled to date on which the payment a statement under section 975 of the ITA or other evidence reasonably satisfactory to that Lender that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority. (vi) A Treaty Lender and each Relevant Borrower which makes a payment to which that Treaty Lender is entitled shall co-operate in completing any procedural formalities necessary for that Relevant Borrower to obtain authorization to make that payment without a Tax Deduction; provided that (1) a failure to co-operate shall not relieve the Relevant Borrower of its obligation to pay any additional amount in accordance with clause (b)(iii) above and (2) the Agent or Treaty Lender shall have no liability to the Relevant Borrower for failure or delay to do so in good faith. (vii) Nothing in clause (b)(vi) above shall require a Treaty Lender tofalls due: (1) register the payment could have been made to the relevant Lender without a Tax Deduction if the Lender had been a Qualifying Lender, but on that date that Lender is not or has ceased to be a Qualifying Lender other than as a result of any change after the date it became a Lender under this Agreement in (or in the HMRC DT interpretation, administration, or application of) any law or Treaty Passport scheme;or any published practice or published concession of any relevant taxing authority; or (2) apply the HMRC DT Treaty Passport scheme relevant Lender is a Qualifying Lender solely by virtue of clause (a)(ii) of the definition of Qualifying Lender, and: a. an officer of X.X. Xxxxxxx & Customs has given (and not revoked) a direction (a “Direction”) under section 931 of the ITA which relates to the payment and that Xxxxxx has received from the Relevant Borrower making the payment a certified copy of that Direction; and b. the payment could have been made to the Lender without any advance Tax Deduction if it has so registeredthat Direction had not been made; or (3) file Treaty forms if it has included an indication to the effect that it wishes the HMRC DT Treaty Passport Scheme to apply to this Agreement in accordance with relevant Lender is a Qualifying Lender solely by virtue of clause (b)(xa)(ii) or clause (f)(i) and the Relevant Borrower making that payment has not complied with its obligations under clause (b)(xi) or clause (f)(ii). (viii) A UK Non-Bank Lender which becomes a party on the day on which this Agreement is entered into gives a Tax Confirmation to the UK Borrower by entering into this Agreement. (ix) A UK Non-Bank Lender shall promptly notify the Relevant Borrower and Agent if there is any change in the position from that set out in the Tax Confirmation. (x) A Treaty Lender which becomes a party on the day on which this Agreement is entered into that holds a passport under the HMRC DT Treaty Passport scheme, and which wishes that scheme to apply to this Agreement, shall include an indication to that effect (for the benefit of the Agent and without liability to any Relevant Borrower) by notifying the UK Borrower definition of its scheme reference number and its jurisdiction of tax residence. (xi) Where a Qualifying Lender notifies the UK Borrower as described in clause (b)(xi) above each Relevant Borrower shall file a duly completed form DTTP2 in respect of such Lender with HM Revenue & Customs within 30 days of the date of this Agreement and shall promptly provide the Lender with a copy of that filing. (xii) If clause (b)(xi) above applies butand: (1) that UK Borrower’s form DTTP2 has been rejected by HM Revenue & Customs; or (2) HM Revenue & Customs has not given the UK Borrower authority to make payments to that Lender without a Tax Deduction within 60 days of the date of the UK Borrower’s filing, and in each case, the UK Borrower has notified that Lender in writing, that Lender and the UK Borrower shall co-operate in completing any additional procedural formalities necessary for that UK Borrower to obtain authorisation to make that payment without a Tax Deduction; provided that (x) failure to co-operate shall not relieve the UK Borrower of its obligation to pay any additional amount in accordance with clause (b)(iii) above and (y) Agent or Treaty Lender shall have no liability to the UK Borrower for failure to do so in good faith. (xiii) If a Lender has not included an indication to the effect that it wishes the HMRC DT Treaty Passport scheme to apply to this Agreement in accordance with clause (b)(x) or clause (f)(i) (HMRC DT Treaty Passport scheme confirmation), no Relevant Borrower shall file any form relating to the HMRC DT Treaty Passport scheme in respect of that Lender’s advance or its participation in any advance.