ADMINISTRATIVE AGENT OR SUCH LENDER, AS THE CASE MAY BE, ON OR WITH
RESPECT TO ANY PAYMENT BY OR ON ACCOUNT OF ANY OBLIGATION OF BORROWERS HEREUNDER
OR UNDER ANY OTHER LOAN DOCUMENT (INCLUDING INDEMNIFIED TAXES OR OTHER TAXES
IMPOSED OR ASSERTED ON OR ATTRIBUTABLE TO AMOUNTS PAYABLE UNDER THIS
SECTION 2.15) AND ANY PENALTIES, INTEREST AND REASONABLE EXPENSES ARISING
THEREFROM OR WITH RESPECT THERETO, WHETHER OR NOT SUCH INDEMNIFIED TAXES OR
OTHER TAXES WERE CORRECTLY OR LEGALLY IMPOSED OR ASSERTED BY THE RELEVANT
GOVERNMENTAL AUTHORITY.
A CERTIFICATE AS TO THE AMOUNT OF SUCH PAYMENT OR
LIABILITY DELIVERED TO A BORROWER BY A LENDER OR BY THE ADMINISTRATIVE AGENT ON
ITS OWN BEHALF OR ON BEHALF OF A LENDER, SHALL BE CONCLUSIVE ABSENT MANIFEST
ERROR.
(D)
AS SOON AS PRACTICABLE AFTER ANY PAYMENT OF
INDEMNIFIED TAXES OR OTHER TAXES BY A BORROWER TO A GOVERNMENTAL AUTHORITY, SUCH
BORROWER SHALL DELIVER TO THE ADMINISTRATIVE AGENT THE ORIGINAL OR A CERTIFIED
COPY OF A RECEIPT ISSUED BY SUCH GOVERNMENTAL AUTHORITY EVIDENCING SUCH PAYMENT,
A COPY OF THE RETURN REPORTING SUCH PAYMENT OR OTHER EVIDENCE OF SUCH PAYMENT
REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT.
(E)
ANY FOREIGN LENDER THAT IS ENTITLED TO AN
EXEMPTION FROM OR REDUCTION OF WITHHOLDING TAX UNDER THE LAW OF THE JURISDICTION
IN WHICH A BORROWER IS LOCATED, OR ANY TREATY TO WHICH SUCH JURISDICTION IS A
PARTY, WITH RESPECT TO PAYMENTS UNDER THIS AGREEMENT SHALL DELIVER TO BORROWERS
(WITH A COPY TO THE ADMINISTRATIVE AGENT), AT THE TIME OR TIMES PRESCRIBED BY
APPLICABLE LAW, SUCH PROPERLY COMPLETED AND EXECUTED DOCUMENTATION PRESCRIBED BY
APPLICABLE LAW OR REASONABLY REQUESTED BY BORROWERS AS WILL PERMIT SUCH PAYMENTS
TO BE MADE WITHOUT WITHHOLDING OR AT A REDUCED RATE.
IN THE CASE OF A U.S.
BORROWER, EACH FOREIGN LENDER EITHER (1) (I) AGREES TO FURNISH EITHER U.S.
INTERNAL REVENUE SERVICE FORM W-8ECI OR U.S. INTERNAL REVENUE SERVICE
FORM W-8BEN (OR SUCCESSOR FORM) AND (II) AGREES (FOR THE BENEFIT OF BORROWERS
AND THE ADMINISTRATIVE AGENT), TO THE EXTENT IT MAY LAWFULLY DO SO AT SUCH
TIMES, UPON REASONABLE REQUEST BY BORROWERS OR THE ADMINISTRATIVE AGENT, TO
PROVIDE A NEW FORM W-8ECI OR FORM W-8BEN
41
(OR SUCCESSOR FORM) UPON THE EXPIRATION OR OBSOLESCENCE OF ANY PREVIOUSLY
DELIVERED FORM TO RECONFIRM ANY COMPLETE EXEMPTION FROM, OR ANY ENTITLEMENT TO A
REDUCTION IN, U.S. FEDERAL WITHHOLDING TAX WITH RESPECT TO ANY INTEREST PAYMENT
HEREUNDER OR (2) IN THE CASE OF ANY SUCH FOREIGN LENDER THAT IS NOT A "BANK"
WITHIN THE MEANING OF SECTION 881(C)(3)(A) OF THE CODE, (I) AGREES TO FURNISH
EITHER (A) A "NON-BANK CERTIFICATE" IN A FORM ACCEPTABLE TO THE ADMINISTRATIVE
AGENT AND THE BORROWERS AND TWO ACCURATE AND COMPLETE ORIGINAL SIGNED COPIES OF
INTERNAL REVENUE SERVICE FORM W-8BEN (OR SUCCESSOR FORM) OR (B) AN INTERNAL
REVENUE FORM W-8ECI (OR SUCCESSOR FORM), CERTIFYING (IN EACH CASE) TO SUCH
FOREIGN LENDER'S LEGAL ENTITLEMENT TO AN EXEMPTION OR REDUCTION FROM U.S.
FEDERAL WITHHOLDING TAX WITH RESPECT TO ALL INTEREST PAYMENTS HEREUNDER AND
(II) AGREES