A-10
(B)
IN ADDITION, THE BORROWER SHALL PAY ANY
OTHER TAXES TO THE RELEVANT GOVERNMENTAL AUTHORITY IN ACCORDANCE WITH APPLICABLE
LAW.
(C)
WHENEVER ANY NON-EXCLUDED TAXES OR OTHER
TAXES ARE PAYABLE BY THE BORROWER, AS PROMPTLY AS POSSIBLE THEREAFTER THE
BORROWER SHALL SEND TO THE ADMINISTRATIVE AGENT FOR THE ACCOUNT OF THE
ADMINISTRATIVE AGENT OR RELEVANT LENDER, AS THE CASE MAY BE, A CERTIFIED COPY OF
AN ORIGINAL OFFICIAL RECEIPT RECEIVED BY THE BORROWER SHOWING PAYMENT THEREOF.
IF THE 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 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.
THE AGREEMENTS IN THIS SECTION 2.17
SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT AND THE PAYMENT OF THE LOANS AND
ALL OTHER AMOUNTS PAYABLE HEREUNDER.
(D)
EACH LENDER (OR TRANSFEREE) THAT IS NOT A
CITIZEN OR RESIDENT OF THE UNITED STATES OF AMERICA, A CORPORATION, PARTNERSHIP
OR OTHER ENTITY CREATED OR ORGANIZED IN OR UNDER THE LAWS OF THE UNITED STATES
OF AMERICA (OR ANY JURISDICTION THEREOF), OR ANY ESTATE OR TRUST THAT IS SUBJECT
TO FEDERAL INCOME TAXATION REGARDLESS OF THE SOURCE OF ITS INCOME (A "NON-U.S.
LENDER") SHALL DELIVER TO THE BORROWER AND THE ADMINISTRATIVE AGENT (AND, IN THE
CASE OF A PARTICIPANT OR A LENDER PARTICIPATING IN A CONDUIT FINANCING
ARRANGEMENT, AS DEFINED IN SECTION 7701(1) OF THE CODE AND THE REGULATIONS
THEREUNDER (A "CONDUIT FINANCING ARRANGEMENT") (SUCH LENDER, A "CONDUIT
LENDER"), ALSO TO THE LENDER FROM WHICH THE RELATED PARTICIPATION SHALL HAVE
BEEN PURCHASED OR FROM WHICH THE DESIGNATION OF SUCH CONDUIT LENDER WAS MADE, AS
THE CASE MAY BE) TWO COPIES OF EITHER U.S. INTERNAL REVENUE SERVICE FORM W-8BEN,
FORM W-8ECI OR FORM W-8IMY, 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 H AND A FORM W-8BEN OR FORM W-8IMY, 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