THE EXECUTION, DELIVERY OR REGISTRATION OF, PERFORMING UNDER,
OR OTHERWISE WITH RESPECT TO, THIS AGREEMENT (HEREINAFTER REFERRED TO AS "OTHER
TAXES").
(D)
THE BORROWER SHALL INDEMNIFY EACH
LENDER AND EACH AGENT FOR AND HOLD IT HARMLESS AGAINST THE FULL AMOUNT OF TAXES
OR OTHER TAXES (INCLUDING, WITHOUT LIMITATION, TAXES AND OTHER TAXES IMPOSED BY
ANY JURISDICTION ON AMOUNTS PAYABLE UNDER THIS SECTION 2.12) PAID BY SUCH LENDER
OR AGENT (AS THE CASE MAY BE), 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 30 DAYS FROM THE DATE SUCH LENDER OR AGENT (AS THE CASE MAY
BE), MAKES WRITTEN DEMAND THEREFOR.
16
(E)
WITHIN 30 DAYS AFTER THE DATE OF ANY
PAYMENT OF TAXES, THE APPLICABLE LOAN PARTY SHALL FURNISH TO THE RELEVANT AGENT
AT ITS ADDRESS REFERRED TO IN SECTION 8.2, THE ORIGINAL OR A CERTIFIED COPY OF A
RECEIPT EVIDENCING SUCH PAYMENT.
IF THE BORROWER DETERMINES THAT NO TAXES ARE
PAYABLE IN RESPECT THEREOF, THE BORROWER SHALL, AT THE REQUEST OF THE RELEVANT
AGENT, FURNISH OR CAUSE THE PAYOR TO FURNISH, SUCH AGENT AND EACH LENDER AN
OPINION OF COUNSEL REASONABLY ACCEPTABLE TO SUCH AGENT STATING THAT SUCH PAYMENT
IS EXEMPT FROM TAXES.
(F)
EACH LENDER SHALL PROVIDE EACH OF
THE AGENTS AND THE BORROWER WITH TWO ORIGINAL INTERNAL REVENUE SERVICE FORMS
W-9, W-8BEN OR W-8ECI, AS APPROPRIATE, OR ANY SUCCESSOR OR OTHER FORM PRESCRIBED
BY THE INTERNAL REVENUE SERVICE CERTIFYING THAT SUCH LENDER IS EXEMPT FROM OR
ENTITLED TO A REDUCED RATE OF UNITED STATES FEDERAL WITHHOLDING TAXES ON
PAYMENTS PURSUANT TO THIS AGREEMENT AS REASONABLY REQUESTED IN WRITING BY THE
BORROWER OR THE RELEVANT AGENT BUT ONLY TO THE EXTENT THAT IT IS LAWFULLY ABLE
TO DO SO.
(G)
EACH LENDER, ON OR PRIOR TO THE DATE OF
ITS EXECUTION AND DELIVERY OF THIS AGREEMENT IN THE CASE OF EACH INITIAL LENDER
AND ON THE DATE OF THE ASSIGNMENT AND ACCEPTANCE PURSUANT TO WHICH IT BECOMES A
LENDER IN THE CASE OF EACH OTHER LENDER, SHALL PROVIDE EACH OF THE AGENTS AND
THE BORROWER WITH ANY FORM OR CERTIFICATE THAT IS REQUIRED BY ANY TAXING
AUTHORITY CERTIFYING THAT SUCH LENDER IS EXEMPT FROM OR ENTITLED TO A REDUCED
RATE OF HOME JURISDICTION WITHHOLDING TAXES ON PAYMENTS PURSUANT TO THIS
AGREEMENT (INCLUDING, IF APPLICABLE, A CERTIFICATE OF RESIDENCY FOR TAX PURPOSES
DULY ISSUED BY THE COMPETENT TAX AUTHORITY OF THE COUNTRY OF RESIDENCE OF SUCH
LENDER SO THAT PAYMENTS CAN BE MADE BY THE BORROWER WITHOUT WITHHOLDING TAX
BEING IMPOSED), IT BEING UNDERSTOOD THAT THE CERTIFICATES OF RESIDENCE IN THE
UNITED KINGDOM PREVIOUSLY PROVIDED BY THE INITIAL LENDERS TO THE BORROWER AND
THE AGENTS SATISFY THIS REQUIREMENT AS TO THEM. THEREAFTER, EACH SUCH LENDER
SHALL PROVIDE ADDITIONAL CERTIFICATES (I) TO THE EXTENT A FORM OR CERTIFICATE
PREVIOUSLY PROVIDED HAS BECOME INACCURATE OR INVALID OR HAS OTHERWISE CEASED TO
BE EFFECTIVE OR (II)