the relevant Lender is a U.K. Qualifying Lender solely by virtue of clause (b) of the definition of U.K. Qualifying Lender and # the relevant Lender has not given a U.K. Tax Confirmation to [[WestRock:Organization]], and # the payment could have been made to the Lender without any U.K. tax deduction if the Lender had given a U.K. Tax Confirmation to [[WestRock:Organization]], on the basis that the U.K. Tax Confirmation would have enabled [[WestRock:Organization]] to have formed a reasonable belief that the payment was an “excepted payment” for the purpose of section 930 of the United Kingdom Income Tax Act of 2007; or

the relevant Lender is a U.K. Qualifying Lender solely by virtue of clause (b) of the definition of 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 United Kingdom Income Tax Act of 2007 which relates to the payment and that Lender has received from Borrowers making the payment or from [[WestRock:Organization]] a certified copy of that Direction, and # the payment could have been made to the Lender without any tax deduction if that Direction had not been made;