OTHER TAXES (INCLUDING, WITHOUT LIMITATION, ANY TAXES OR OTHER TAXES
IMPOSED BY ANY JURISDICTION ON AMOUNTS PAYABLE UNDER THIS SECTION 2.10) PAID BY
SUCH AFFECTED PERSON AND ANY LIABILITY (INCLUDING PENALTIES, INTEREST AND
EXPENSES) ARISING THEREFROM OR WITH RESPECT THERETO WHETHER OR NOT SUCH TAXES OR
OTHER TAXES WERE CORRECTLY OR LEGALLY ASSERTED.
THIS INDEMNIFICATION SHALL BE
MADE WITHIN THIRTY DAYS FROM THE DATE THE AFFECTED PERSON MAKES WRITTEN DEMAND
THEREFOR (AND A COPY OF SUCH DEMAND SHALL BE DELIVERED TO THE AGENT).
A
CERTIFICATE AS TO THE AMOUNT OF SUCH INDEMNIFICATION SUBMITTED TO THE SELLER AND
THE AGENT BY SUCH AFFECTED PERSON, SETTING FORTH, IN REASONABLE DETAIL, THE
BASIS FOR AND THE CALCULATION THEREOF, SHALL BE CONCLUSIVE AND BINDING FOR ALL
PURPOSES ABSENT MANIFEST ERROR.
(D)
EACH AFFECTED PERSON WHICH IS ORGANIZED OUTSIDE THE UNITED STATES
AND WHICH IS ENTITLED TO AN EXEMPTION FROM, OR REDUCTION OF, WITHHOLDING TAX
UNDER THE LAWS OF THE UNITED STATES AS IN EFFECT ON THE DATE HEREOF (OR, IN THE
CASE OF ANY PERSON WHICH BECOMES AN AFFECTED PERSON AFTER THE DATE HEREOF, ON
THE DATE ON WHICH IT SO BECOMES AN AFFECTED PERSON WITH RESPECT TO ANY PAYMENTS
UNDER THIS AGREEMENT) SHALL, ON OR PRIOR TO THE DATE HEREOF (OR, IN THE CASE OF
ANY PERSON WHO BECOMES AN AFFECTED PERSON AFTER THE DATE HEREOF, ON OR PRIOR TO
THE DATE ON WHICH IT SO BECOMES AN AFFECTED PERSON), DELIVER TO THE SELLER SUCH
CERTIFICATES, DOCUMENTS OR OTHER EVIDENCE, AS REQUIRED BY THE CODE OR TREASURY
REGULATIONS ISSUED PURSUANT THERETO, INCLUDING INTERNAL REVENUE SERVICE FORM
W-8BEN OR FORM W-8ECI AND ANY OTHER CERTIFICATE OR STATEMENT OF EXEMPTION
REQUIRED BY TREASURY REGULATION SECTION 1.1441-1(A) OR SECTION 1.1441-6(C) OR
ANY SUBSEQUENT VERSION THEREOF, PROPERLY COMPLETED AND DULY EXECUTED BY SUCH
AFFECTED PERSON AS WILL PERMIT SUCH PAYMENTS TO BE MADE WITHOUT WITHHOLDING OR
AT A REDUCED RATE.
EACH SUCH AFFECTED PERSON SHALL FROM TIME TO TIME
THEREAFTER, UPON WRITTEN REQUEST FROM THE SELLER, DELIVER TO THE SELLER ANY NEW
CERTIFICATES, DOCUMENTS OR OTHER EVIDENCE AS DESCRIBED IN THE PRECEDING SENTENCE
AS WILL PERMIT PAYMENTS UNDER THIS AGREEMENT TO BE MADE WITHOUT WITHHOLDING OR
AT A REDUCED RATE (BUT ONLY SO LONG AS SUCH AFFECTED PERSON IS LEGALLY ABLE TO
DO SO).
(E)
THE SELLER SHALL NOT BE REQUIRED TO PAY ANY AMOUNTS TO ANY
AFFECTED PERSON IN RESPECT OF TAXES AND OTHER TAXES PURSUANT TO PARAGRAPHS (A),
(B) AND (C) ABOVE IF THE OBLIGATION TO PAY SUCH AMOUNTS IS ATTRIBUTABLE TO THE
FAILURE BY SUCH AFFECTED PERSON TO COMPLY WITH THE PROVISIONS OF PARAGRAPH (D)
ABOVE; PROVIDED, HOWEVER, THAT SHOULD AN AFFECTED PERSON
33
BECOME SUBJECT TO TAXES BECAUSE OF ITS FAILURE TO DELIVER A FORM REQUIRED
HEREUNDER, THE SELLER SHALL TAKE SUCH STEPS AS SUCH AFFECTED PERSON SHALL
REASONABLY REQUEST TO ASSIST SUCH AFFECTED PERSON TO RECOVER SUCH TAXES.
SECTION 2.11.
SECURITY INTEREST.
TO SECURE THE PERFORMANCE BY THE SELLER
OF ALL THE TERMS, COVENANTS AND AGREEMENTS ON THE PART OF THE