2.14.
NOTWITHSTANDING THE FOREGOING, WHERE NOTICE IS NOT GIVEN WITHIN ONE HUNDRED
TWENTY (120) DAYS AFTER THE LENDER HAS ACTUAL NOTICE OF THE ASSERTION OF TAXES
AND DURATEK DOES NOT OTHERWISE HAVE NOTICE OF SUCH ASSERTION, NO INDEMNIFICATION
SHALL BE REQUIRED FOR PENALTIES, ADDITIONS TO TAX, EXPENSES, AND INTEREST
ACCRUING ON SUCH COVERED TAXES OR OTHER TAXES FROM THE DATE ONE HUNDRED TWENTY
(120) DAYS AFTER THE LENDER HAS ACTUAL NOTICE OF THE ASSERTION OF SUCH TAXES
UNTIL THE DATE SUCH NOTICE WAS ACTUALLY RECEIVED BY DURATEK.
(D)
WITHIN THIRTY (30) DAYS AFTER THE DATE OF ANY PAYMENT OF COVERED
TAXES OR OTHER TAXES BY ANY LOAN PARTY, SUCH LOAN PARTY SHALL FURNISH TO THE
ADMINISTRATIVE AGENT, AT ITS ADDRESS REFERRED TO IN SECTION 11.1 HEREOF, THE
ORIGINAL OR A CERTIFIED COPY OF A RECEIPT EVIDENCING PAYMENT THEREOF.
THE
APPLICABLE LOAN PARTY SHALL COMPENSATE EACH LENDER TO THE EXTENT THAT SUCH
LENDER IS REQUIRED TO PAY ANY COVERED TAXES OR OTHER TAXES (OR APPLICABLE
PENALTIES, INTEREST AND EXPENSES) AS A RESULT OF ANY FAILURE BY SUCH LOAN PARTY
TO SO FURNISH SUCH COPY OF SUCH RECEIPT.
(E)
THE AGREEMENTS AND OBLIGATIONS OF THE LOAN PARTIES CONTAINED IN
THIS SECTION 2.14 SHALL SURVIVE THE INDEFEASIBLE PAYMENT IN FULL OF THE
OBLIGATIONS.
(F)
NOTWITHSTANDING ANY PROVISION TO THE CONTRARY IN THIS AGREEMENT,
TO THE EXTENT THAT SUCH PERSON IS AT SUCH TIME LEGALLY ENTITLED TO DO SO, ON THE
DATE A PERSON BECOMES AN AGENT OR LENDER HEREUNDER AND AT SUCH OTHER TIMES AS
REASONABLY REQUESTED BY DURATEK OR THE ADMINISTRATIVE AGENT IN WRITING, SUCH
PERSON MUST PROVIDE TO DURATEK AND THE ADMINISTRATIVE AGENT TWO PROPERLY
COMPLETED AND DULY EXECUTED ORIGINALS OF EACH OF THE FOLLOWING, AS APPLICABLE:
(I) FORM W-8ECI (IN THE CASE OF A NON-U.S. PERSON CLAIMING EXEMPTION FROM
WITHHOLDING BECAUSE THE INCOME IS EFFECTIVELY CONNECTED WITH A U.S. TRADE OR
BUSINESS), (II) FORM W-8BEN (IN THE CASE OF A NON-U.S. PERSON CLAIMING EXEMPTION
FROM, OR REDUCTION OF, WITHHOLDING TAX UNDER AN INCOME TAX TREATY OR UNDER THE
PORTFOLIO INTEREST EXEMPTION), (III) WITH RESPECT TO ANY INTEREST IN THIS
AGREEMENT IN WHICH A PARTICIPATION HAS BEEN SOLD, A FORM W-8IMY ALONG WITH
ACCOMPANYING FORM W-8BEN (CLAIMING EXEMPTION FROM WITHHOLDING UNDER THE
PORTFOLIO INTEREST EXEMPTION), (IV) ANY OTHER APPLICABLE FORM, CERTIFICATE OR
DOCUMENT NECESSARY TO ESTABLISH SUCH NON-U.S. PERSON'S ENTITLEMENT TO EXEMPTION
FROM UNITED STATES FEDERAL WITHHOLDING TAX OR REDUCED RATE WITH RESPECT TO ALL
PAYMENTS TO BE MADE TO SUCH NON-U.S. PERSON UNDER THIS AGREEMENT, OR
(V) FORM W-9 (CLAIMING EXEMPTION FROM BACKUP WITHHOLDING TAX), OR ANY SUCCESSOR
FORMS.
EACH AGENT AND LENDER AGREES THAT FROM TIME TO TIME AFTER THE ORIGINAL
AGREEMENT DATE, WHEN A LAPSE IN TIME OR CHANGE IN CIRCUMSTANCES RENDERS THE
PREVIOUS CERTIFICATION OBSOLETE OR INACCURATE IN ANY MATERIAL RESPECT, SUCH
AGENT OR LENDER WILL, TO THE EXTENT THAT SUCH AGENT OR LENDER IS AT SUCH TIME
LEGALLY ENTITLED TO DO SO, DELIVER TO DURATEK AND THE ADMINISTRATIVE AGENT TWO
NEW ACCURATE AND COMPLETE ORIGINAL SIGNED