SL Scheme Sample Clauses

SL Scheme. For the avoidance of doubt, this Section 4.11.3(x) shall apply only and to the extent that the SL Scheme is available to Treaty Lenders. (a) Each Treaty Lender: (1) irrevocably appoints Administrative Agent to act as syndicate manager under, and authorizes Administrative Agent to operate, and take any action necessary or desirable under, the SL Scheme in connection with the Loans; (2) shall cooperate with Administrative Agent in completing any procedural formalities necessary under the SL Scheme, and shall promptly supply to Administrative Agent such information as Administrative Agent may request in connection with the operation of the SL Scheme; (3) without limiting the liability of any Obligor under this Agreement, shall, within 5 Business Days of demand, indemnify Administrative Agent for any liability or loss incurred by Administrative Agent as a result of Administrative Agent’s acting as syndicate manager under the SL Scheme in connection with the Treaty Lender’s participation in any Loan (except to the extent that the liability or loss arises directly from Administrative Agent’s gross negligence or willful misconduct); and (4) shall, within 5 Business Days of demand, indemnify each Obligor for any Tax that such Obligor becomes liable to pay in respect of any payments made to such Treaty Lender arising as a result of any incorrect information supplied by such Treaty Lender under clause (2) above which results in a provisional authority issued by the HM Revenue & Customs under the SL Scheme being withdrawn. (b) Each Borrower acknowledges that it is fully aware of its contingent obligations under the SL Scheme and shall: (1) promptly supply to Administrative Agent such information as Administrative Agent may request in connection with the operation of the SL Scheme; and (2) act in accordance with any provisional notice issued by the HM Revenue & Customs under the SL Scheme. (c) Administrative Agent agrees to provide, as soon as reasonably practicable, a copy of any provisional authority issued to it under the SL Scheme in connection with any Loan to those Obligors specified in such provisional authority. (d) ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ and Agents acknowledge that Administrative Agent: (1) is entitled to rely completely upon information provided to it in connection with clauses (a) or (b) above; (2) is not obliged to undertake any inquiry into the accuracy of such information, nor into the status of the Treaty Lender or, as the case may be, Obligor providing suc...