AND ANY REASONABLE EXPENSES
ARISING THEREFROM OR WITH RESPECT THERETO, WHETHER OR NOT SUCH TAXES WERE
CORRECTLY OR LEGALLY IMPOSED OR ASSERTED BY THE RELEVANT GOVERNMENTAL
AUTHORITY.
THE INDEMNITY UNDER THIS SECTION 2.16(E) SHALL BE PAID WITHIN 10
DAYS AFTER THE APPLICABLE AGENT DELIVERS TO THE APPLICABLE LENDER A CERTIFICATE
STATING THE AMOUNT OF TAXES SO PAID OR PAYABLE BY SUCH AGENT.
SUCH CERTIFICATE
SHALL BE CONCLUSIVE OF THE AMOUNT SO PAID OR PAYABLE ABSENT MANIFEST ERROR.
(F)
STATUS OF LENDERS.
(I) ANY LENDER THAT IS ENTITLED TO AN EXEMPTION FROM,
OR REDUCTION OF, ANY APPLICABLE WITHHOLDING TAX WITH RESPECT TO ANY PAYMENTS
UNDER THIS AGREEMENT SHALL DELIVER TO THE BORROWER AND THE PAYING AGENT, AT THE
TIME OR TIMES REASONABLY REQUESTED BY THE BORROWER OR THE PAYING AGENT AND AT
THE TIME OR TIMES PRESCRIBED BY APPLICABLE LAW, SUCH PROPERLY COMPLETED AND
EXECUTED DOCUMENTATION REASONABLY REQUESTED BY THE BORROWER OR THE PAYING AGENT
AS WILL PERMIT SUCH PAYMENTS TO BE MADE WITHOUT, OR AT A REDUCED RATE OF,
WITHHOLDING.
IN ADDITION, ANY LENDER, IF REQUESTED BY THE BORROWER OR THE
PAYING AGENT, SHALL DELIVER SUCH OTHER DOCUMENTATION PRESCRIBED BY LAW OR
REASONABLY REQUESTED BY THE BORROWER OR THE PAYING AGENT AS WILL ENABLE THE
BORROWER OR THE PAYING AGENT TO DETERMINE WHETHER OR NOT SUCH LENDER IS SUBJECT
TO ANY WITHHOLDING (INCLUDING BACKUP WITHHOLDING) OR INFORMATION REPORTING
REQUIREMENTS.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE PRECEDING TWO
SENTENCES, THE COMPLETION, EXECUTION AND SUBMISSION OF SUCH DOCUMENTATION (OTHER
THAN SUCH DOCUMENTATION SET FORTH IN SECTIONS 2.16(F)(II)(A) THROUGH (E) AND
2.16(F)(III) BELOW) SHALL NOT BE REQUIRED IF IN THE LENDER'S REASONABLE JUDGMENT
SUCH COMPLETION, EXECUTION OR SUBMISSION WOULD SUBJECT SUCH LENDER TO ANY
MATERIAL UNREIMBURSED COST OR EXPENSE OR WOULD MATERIALLY PREJUDICE THE LEGAL OR
COMMERCIAL POSITION OF SUCH LENDER.
UPON THE REASONABLE REQUEST OF SUCH
BORROWER OR THE PAYING AGENT, ANY LENDER SHALL UPDATE ANY FORM OR CERTIFICATION
PREVIOUSLY DELIVERED PURSUANT TO THIS SECTION 2.16(F).
IF ANY FORM OR
CERTIFICATION PREVIOUSLY DELIVERED PURSUANT TO THIS SECTION EXPIRES OR BECOMES
OBSOLETE OR INACCURATE IN ANY RESPECT WITH RESPECT TO A LENDER, SUCH LENDER
SHALL PROMPTLY (AND IN ANY EVENT WITHIN 10 DAYS AFTER SUCH EXPIRATION,
OBSOLESCENCE OR INACCURACY) NOTIFY SUCH BORROWER AND THE PAYING AGENT IN WRITING
OF SUCH EXPIRATION, OBSOLESCENCE OR INACCURACY AND SHALL UPDATE THE FORM OR
CERTIFICATION IF IT IS LEGALLY ELIGIBLE TO DO SO OR, IF NOT LEGALLY ELIGIBLE TO
DO SO, SHALL NOTIFY THE BORROWER AND THE PAYING AGENT OF SUCH LEGAL INABILITY.
(II) WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IF THE BORROWER IS A
U.S. PERSON, ANY LENDER WITH RESPECT TO SUCH BORROWER SHALL, IF IT IS LEGALLY
ELIGIBLE TO DO SO, DELIVER TO SUCH BORROWER AND THE PAYING AGENT (IN SUCH NUMBER
OF COPIES REASONABLY REQUESTED BY SUCH BORROWER AND THE PAYING AGENT) ON OR
PRIOR TO THE DATE ON WHICH SUCH LENDER BECOMES A PARTY HERETO, DULY COMPLETED
AND EXECUTED ORIGINALS OF WHICHEVER OF THE FOLLOWING IS APPLICABLE:
(A) in the case