Schedule 2(a) Payer Representations. For the purpose of Section
3(e) of this
Agreement, Party A and Party B each make the following representation:
It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any
Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section
2(e),
6(d)(ii) or
6(e) of this Agreement) to be made by it to the other party under this Agreement. In making this representation, it may rely on (i) the accuracy of any representations made by the other party pursuant to Section
3(f) of this Agreement, (ii) the satisfaction of the agreement contained in Section
4(a)(i) or
4(a)(iii) of this Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Section
4(a)(i) or
4(a)(iii) of this Agreement, and (iii) the satisfaction of the agreement of the other party contained in Section
4(d) of this Agreement, provided that it shall not be a breach of this representation where reliance is placed on clause (ii) and the other party does not deliver a form or document under Section
4(a)(iii) by reason of material prejudice to its legal or commercial position.