except to the extent that such Lender's assignor (if
any) was entitled, at the time of assignment, to receive additional amounts from
the Borrower or the relevant Subsidiary Borrower with respect to such
Non-Excluded Taxes pursuant to this paragraph.
(B)
IN ADDITION, THE BORROWER OR ANY RELEVANT SUBSIDIARY BORROWER SHALL PAY ANY
OTHER TAXES TO THE RELEVANT GOVERNMENTAL AUTHORITY IN ACCORDANCE WITH APPLICABLE
LAW TO THE EXTENT THE BORROWER OR SUCH SUBSIDIARY BORROWER HAS NOT ALREADY
REIMBURSED A LENDER FOR SUCH AMOUNTS PURSUANT TO SECTION 2.15 OR SECTION
2.16(A).
(C)
WHENEVER ANY NON-EXCLUDED TAXES OR OTHER TAXES ARE PAYABLE BY THE BORROWER
OR RELEVANT SUBSIDIARY BORROWER, AS PROMPTLY AS POSSIBLE THEREAFTER THE BORROWER
OR THE RELEVANT SUBSIDIARY BORROWER SHALL SEND TO THE ADMINISTRATIVE AGENT FOR
ITS OWN ACCOUNT OR FOR THE ACCOUNT OF THE RELEVANT LENDER, AS THE CASE MAY BE, A
CERTIFIED COPY OF AN ORIGINAL OFFICIAL RECEIPT RECEIVED BY THE BORROWER OR
RELEVANT SUBSIDIARY BORROWER SHOWING PAYMENT THEREOF.
IF THE BORROWER
OR THE
RELEVANT SUBSIDIARY BORROWER FAILS TO PAY ANY NON-EXCLUDED TAXES OR OTHER TAXES
WHEN DUE TO THE APPROPRIATE TAXING AUTHORITY OR FAILS TO REMIT TO THE
ADMINISTRATIVE AGENT THE REQUIRED RECEIPTS OR OTHER REQUIRED DOCUMENTARY
EVIDENCE, THE BORROWER AND EACH SUBSIDIARY BORROWER SHALL INDEMNIFY THE
ADMINISTRATIVE AGENT AND THE LENDERS FOR ANY INCREMENTAL TAXES, INTEREST OR
PENALTIES THAT MAY BECOME PAYABLE BY THE ADMINISTRATIVE AGENT OR ANY LENDER AS A
RESULT OF ANY SUCH FAILURE.
(D)
EACH LENDER (OR TRANSFEREE) THAT IS NOT A "U.S. PERSON" AS DEFINED IN
SECTION 7701(A)(30) OF THE CODE (A "NON-U.S. LENDER") SHALL DELIVER TO THE
BORROWER AND THE ADMINISTRATIVE AGENT (OR, IN THE CASE OF A PARTICIPANT, TO THE
LENDER FROM WHICH THE RELATED PARTICIPATION SHALL HAVE BEEN
26
PURCHASED) TWO COPIES OF EITHER U.S. INTERNAL REVENUE SERVICE FORM W-8BEN OR
FORM W-8ECI, OR, IN THE CASE OF A NON-U.S. LENDER CLAIMING EXEMPTION FROM U.S.
FEDERAL WITHHOLDING TAX UNDER SECTION 871(H) OR 881(C) OF THE CODE WITH RESPECT
TO PAYMENTS OF "PORTFOLIO INTEREST", A STATEMENT SUBSTANTIALLY IN THE FORM OF
EXHIBIT D AND A FORM W-8BEN, OR ANY SUBSEQUENT VERSIONS THEREOF OR SUCCESSORS
THERETO, PROPERLY COMPLETED AND DULY EXECUTED BY SUCH NON-U.S. LENDER CLAIMING
COMPLETE EXEMPTION FROM, OR A REDUCED RATE OF, U.S. FEDERAL WITHHOLDING TAX ON
ALL PAYMENTS BY THE BORROWER UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.
SUCH FORMS SHALL BE DELIVERED BY EACH NON-U.S. LENDER ON OR BEFORE THE DATE IT
BECOMES A PARTY TO THIS AGREEMENT (OR, IN THE CASE OF ANY PARTICIPANT, ON OR
BEFORE THE DATE SUCH PARTICIPANT PURCHASES THE RELATED PARTICIPATION).
IN
ADDITION, EACH NON-U.S. LENDER SHALL DELIVER SUCH FORMS PROMPTLY UPON THE
OBSOLESCENCE OR INVALIDITY OF ANY FORM PREVIOUSLY DELIVERED BY SUCH NON-U.S.
LENDER.
EACH NON-U.S. LENDER SHALL PROMPTLY NOTIFY THE BORROWER AT ANY TIME IT
DETERMINES THAT IT IS NO LONGER IN A POSITION TO PROVIDE ANY PREVIOUSLY
DELIVERED CERTIFICATE TO THE BORROWER (OR ANY OTHER FORM OF CERTIFICATION
ADOPTED BY THE U.S. TAXING AUTHORITIES FOR SUCH PURPOSE).
NOTWITHSTANDING