calculated or determined with reference to, and retroactively
applies to, such additional payment made by the Borrower for the benefit of the
Agent or such Lender pursuant to this clause (d), the Agent or such Lender, as
applicable, shall, to the extent that it can do so without prejudice to the
retention of the amount of such credit, relief, remission or repayment, pay to
the Borrower such amount as the Agent or such Lender, as applicable, shall
determine to be the amount which shall leave it (after such payment to the
Borrower) in no better or worse after-tax position that it would have been in
had the respective withholding or deduction not been required.
(E)
WITHIN THIRTY (30) DAYS AFTER THE DATE OF
ANY PAYMENT BY THE BORROWER OF TAXES OR OTHER TAXES, THE BORROWER SHALL FURNISH
TO THE AGENT THE ORIGINAL OR A CERTIFIED COPY OF A RECEIPT EVIDENCING PAYMENT
THEREOF, OR OTHER EVIDENCE OF PAYMENT SATISFACTORY TO THE AGENT.
(F)
EACH LENDER 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 (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 AGENT TWO COPIES OF EACH U.S. INTERNAL REVENUE
SERVICE FORM W-8BEN OR FORM W-8ECI, OR ANY SUBSEQUENT VERSIONS THEREOF OR
SUCCESSORS THERETO, 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 FORM W-8BEN, OR ANY SUBSEQUENT
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VERSIONS THEREOF OR SUCCESSORS THERETO (AND, IF SUCH NON-U.S. LENDER DELIVERS A
FORM W-8BEN, A CERTIFICATE REPRESENTING THAT SUCH NON-U.S. LENDER IS NOT A
"BANK" FOR PURPOSES OF SECTION 881(C) OF THE CODE, IS NOT A TEN PERCENT (10%)
SHAREHOLDER (WITHIN THE MEANING OF SECTION 871(H)(3)(B) OF THE CODE) OF THE
BORROWER AND IS NOT A CONTROLLED FOREIGN CORPORATION RELATED TO THE BORROWER
(WITHIN THE MEANING OF SECTION 864(D)(4) OF THE CODE)), 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
AND ITS SUBSIDIARIES 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.
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 ANY OTHER PROVISION OF THIS SUBSECTION, A NON-U.S.
LENDER SHALL