lesser rate applies, whereupon withholding tax at such lesser
rate shall be considered Excluded Taxes solely for the periods governed by such
form.
If, however, on the date a Person becomes an assignee, successor or
participant to this Agreement, a Lender transferor was entitled to
indemnification or additional amounts under this Section 2.5(c)(v), then the
Lender assignee, successor or participant shall be entitled to indemnification
or additional amounts to the extent that the Lender transferor was entitled to
such indemnification or additional amounts for Non-Excluded Taxes, and the
Lender assignee, successor or participant shall be entitled to additional
indemnification or additional amounts for any other or additional Non-Excluded
Taxes.
29
(G)
FOR ANY PERIOD WITH RESPECT TO WHICH A LENDER HAS FAILED TO
PROVIDE THE LOAN PARTIES THE APPROPRIATE FORM, CERTIFICATE OR OTHER DOCUMENT
DESCRIBED IN SUBSECTION (F) OF THIS SECTION 2.5(C)(V) (OTHER THAN IF SUCH
FAILURE IS DUE TO A CHANGE IN ANY REQUIREMENT OF LAW, OR IN THE INTERPRETATION
OR APPLICATION THEREOF, OCCURRING AFTER THE DATE ON WHICH A FORM, CERTIFICATE OR
OTHER DOCUMENT ORIGINALLY WAS REQUIRED TO BE PROVIDED), SUCH LENDER SHALL NOT BE
ENTITLED TO INDEMNIFICATION OR ADDITIONAL AMOUNTS UNDER SUBSECTION (A) OR (C) OF
THIS SECTION 2.5(C)(V) WITH RESPECT TO NON-EXCLUDED TAXES IMPOSED BY THE UNITED
STATES BY REASON OF SUCH FAILURE; PROVIDED, HOWEVER, THAT SHOULD A LENDER BECOME
SUBJECT TO NON-EXCLUDED TAXES BECAUSE OF ITS FAILURE TO DELIVER A FORM,
CERTIFICATE OR OTHER DOCUMENT REQUIRED HEREUNDER, THE LOAN PARTIES SHALL TAKE
SUCH STEPS AS SUCH LENDER SHALL REASONABLY REQUEST, TO ASSIST SUCH LENDER IN
RECOVERING SUCH NON-EXCLUDED TAXES.
(H)
IF A PAYMENT MADE TO A LENDER UNDER THIS AGREEMENT OR ANY LOAN
DOCUMENT WOULD BE SUBJECT TO U.S. FEDERAL WITHHOLDING TAX IMPOSED BY FATCA IF
SUCH LENDER WERE TO FAIL TO COMPLY WITH THE APPLICABLE REPORTING REQUIREMENTS OF
FATCA (INCLUDING THOSE CONTAINED IN SECTION 1471(B) OR 1472(B) OF THE CODE, AS
APPLICABLE), SUCH LENDER SHALL DELIVER TO THE BORROWER AND THE ADMINISTRATIVE
AGENT AT THE TIME OR TIMES PRESCRIBED BY LAW AND AT SUCH TIME OR TIMES
REASONABLY REQUESTED BY THE BORROWER OR THE ADMINISTRATIVE AGENT SUCH
DOCUMENTATION PRESCRIBED BY APPLICABLE LAW (INCLUDING PRESCRIBED BY
SECTION 1471(B)(3)(C)(I) OF THE CODE) AND SUCH ADDITIONAL DOCUMENTATION
REASONABLY REQUESTED BY THE BORROWER OR THE ADMINISTRATIVE AGENT AS MAY BE
NECESSARY FOR THE BORROWER AND THE ADMINISTRATIVE AGENT TO COMPLY WITH THEIR
OBLIGATIONS UNDER FATCA AND TO DETERMINE THAT SUCH LENDER HAS COMPLIED WITH SUCH
LENDER'S OBLIGATIONS UNDER FATCA OR TO DETERMINE THE AMOUNT TO DEDUCT AND
WITHHOLD FROM SUCH PAYMENT.
SOLELY FOR PURPOSES OF THIS CLAUSE (H), "FATCA"
SHALL INCLUDE ANY AMENDMENTS MADE TO FATCA AFTER THE DATE OF THIS AGREEMENT.
(I)
WITHOUT PREJUDICE TO THE SURVIVAL OF ANY OTHER AGREEMENT OF
THE LOAN PARTIES HEREUNDER, THE AGREEMENTS AND OBLIGATIONS OF THE LOAN PARTIES
CONTAINED IN THIS SECTION 2.5(C)(V) SHALL SURVIVE THE TERMINATION OF THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS.
NOTHING CONTAINED IN
SECTION 2.5(C)(VII) OR THIS SECTION 2.5(C)(V) SHALL REQUIRE A LENDER TO
COMPLETE,