OF WITHHOLDING
TAX UNDER THE LAW OF THE JURISDICTION IN WHICH BORROWER IS INCORPORATED OR
RESIDENT FOR TAX PURPOSES, OR ANY TREATY TO WHICH SUCH JURISDICTION IS A PARTY,
WITH RESPECT TO PAYMENTS UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT SHALL
DELIVER TO
35
BORROWER (WITH A COPY TO THE ADMINISTRATIVE AGENT), AT THE TIME OR TIMES
PRESCRIBED BY APPLICABLE LAW, SUCH PROPERLY COMPLETED AND EXECUTED DOCUMENTATION
PRESCRIBED BY APPLICABLE LAW OR REASONABLY REQUESTED BY BORROWER OR THE
ADMINISTRATIVE AGENT AS WILL PERMIT SUCH PAYMENTS TO BE MADE WITHOUT WITHHOLDING
OR AT A REDUCED RATE OF WITHHOLDING.
EACH FOREIGN LENDER SHALL DELIVER TO
BORROWER AND THE ADMINISTRATIVE AGENT TWO COPIES OF EITHER (I) U.S. INTERNAL
REVENUE SERVICE FORM W-8BEN, (II) U.S. INTERNAL REVENUE SERVICE FORM W-8ECI,
(III) IN THE CASE OF A FOREIGN LENDER CLAIMING EXEMPTION FROM U.S. FEDERAL
WITHHOLDING TAX UNDER SECTIONS 871(H) OR 881(C) OF THE CODE WITH RESPECT TO
PAYMENTS OF "PORTFOLIO INTEREST," A STATEMENT (A "NON-BANK CERTIFICATE") IN THE
FORM OF EXHIBIT H AND U.S. INTERNAL REVENUE SERVICE FORM W-8BEN, (IV) U.S.
INTERNAL REVENUE SERVICE FORM W-8IMY (TOGETHER WITH FORMS LISTED UNDER CLAUSES
(I) THROUGH (III) HEREOF, AS MAY BE REQUIRED), OR (V) ANY OTHER FORM PRESCRIBED
BY APPLICABLE LAW, IN EACH CASE, PROPERLY COMPLETED AND DULY EXECUTED BY SUCH
FOREIGN LENDER CLAIMING COMPLETE EXEMPTION FROM, OR A REDUCED RATE OF, U.S.
FEDERAL WITHHOLDING TAX ON ALL PAYMENTS BY BORROWER HEREUNDER OR UNDER ANY OTHER
LOAN DOCUMENT (OR, IN EACH CASE, ANY SUBSEQUENT VERSIONS THEREOF OR SUCCESSORS
THERETO).
SUCH FORMS (AND, IF APPLICABLE, A NON-BANK CERTIFICATE) SHALL BE
DELIVERED BY EACH FOREIGN 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 FOREIGN
LENDER SHALL PROMPTLY NOTIFY BORROWER AT ANY TIME IT DETERMINES THAT IT IS NO
LONGER IN A POSITION TO PROVIDE ANY PREVIOUSLY DELIVERED CERTIFICATE TO BORROWER
(OR ANY OTHER FORM OF CERTIFICATION ADOPTED BY THE U.S. TAXING AUTHORITIES FOR
SUCH PURPOSE).
NOTWITHSTANDING ANY OTHER PROVISION OF THIS PARAGRAPH, A FOREIGN
LENDER SHALL NOT BE REQUIRED TO DELIVER ANY FORM PURSUANT TO THIS PARAGRAPH THAT
SUCH FOREIGN LENDER IS NOT LEGALLY ABLE TO DELIVER.
(F)
IF THE ADMINISTRATIVE AGENT OR A LENDER (OR AN ASSIGNEE)
DETERMINES IN ITS REASONABLE DISCRETION THAT IT HAS RECEIVED A REFUND OF ANY
INDEMNIFIED TAXES OR OTHER TAXES AS TO WHICH IT HAS BEEN INDEMNIFIED BY BORROWER
OR WITH RESPECT TO WHICH BORROWER HAS PAID ADDITIONAL AMOUNTS PURSUANT TO THIS
SECTION 2.15, IT SHALL PAY OVER SUCH REFUND TO BORROWER (BUT ONLY TO THE EXTENT
OF INDEMNITY PAYMENTS MADE, OR ADDITIONAL AMOUNTS PAID, BY BORROWER UNDER THIS
SECTION 2.15 WITH RESPECT TO THE INDEMNIFIED TAXES OR THE OTHER TAXES GIVING
RISE TO SUCH REFUND), NET OF ALL OUT-OF-POCKET EXPENSES OF THE ADMINISTRATIVE
AGENT OR SUCH LENDER (OR ASSIGNEE) AND WITHOUT INTEREST (OTHER THAN ANY INTEREST
PAID BY THE RELEVANT GOVERNMENTAL AUTHORITY WITH RESPECT