THE
RELEVANT TAXATION AUTHORITY OR OTHER AUTHORITY IN ACCORDANCE WITH APPLICABLE
LAW.
(B)
IN ADDITION, THE BORROWER OR THE GUARANTOR, AS THE CASE MAY BE, AGREES TO
PAY ANY PRESENT OR FUTURE STAMP OR DOCUMENTARY TAXES OR ANY OTHER EXCISE OR
PROPERTY TAXES, CHARGES OR SIMILAR LEVIES WHICH ARISE FROM ANY PAYMENT MADE BY
THE BORROWER OR THE GUARANTOR HEREUNDER OR UNDER ANY NOTE OR OTHER CREDIT
DOCUMENT EXECUTED BY IT OR FROM THE EXECUTION, DELIVERY OR REGISTRATION OF, OR
OTHERWISE WITH RESPECT TO, THIS AGREEMENT OR ANY NOTE OR OTHER CREDIT DOCUMENT
(HEREINAFTER REFERRED TO AS "OTHER TAXES").
(C)
WITHIN THIRTY (30) DAYS AFTER THE DATE OF THE PAYMENT OF TAXES BY OR AT THE
DIRECTION OF THE BORROWER OR THE GUARANTOR, THE BORROWER WILL FURNISH TO THE
ADMINISTRATIVE AGENT, AT ITS ADDRESS REFERRED TO IN SECTION 10.02, THE ORIGINAL
OR A CERTIFIED COPY OF A RECEIPT EVIDENCING PAYMENT THEREOF.
IF A BANK RECEIVES
FROM THE RELEVANT JURISDICTION IMPOSING SUCH TAX A REFUND OF A SPECIFIC TAX ITEM
FOR WHICH IT HAS BEEN INDEMNIFIED BY THE BORROWER WITH RESPECT TO WHICH THE
BORROWER HAS PAID ADDITIONAL AMOUNTS PURSUANT TO THIS SECTION 2.15, IT SHALL PAY
THE BORROWER AN AMOUNT EQUAL TO SUCH REFUND, TOGETHER WITH ANY INTEREST PAID BY
SUCH JURISDICTION WITH RESPECT TO SUCH REFUND, PROVIDED THAT THE BORROWER, UPON
THE REQUEST OF SUCH BANK, AGREES TO PROMPTLY REPAY THE AMOUNT (OR PORTION
THEREOF) PAID OVER TO THE BORROWER BY SUCH BANK IN THE EVENT SUCH BANK IS
REQUIRED TO REPAY THE REFUND (OR PORTION THEREOF) TO SUCH JURISDICTION.
(D)
WITHOUT PREJUDICE TO THE SURVIVAL OF ANY OTHER AGREEMENT OF THE BORROWER OR
THE GUARANTOR HEREUNDER, THE AGREEMENTS AND OBLIGATIONS OF THE BORROWER AND THE
GUARANTOR CONTAINED IN THIS SECTION 2.15 SHALL SURVIVE THE PAYMENT IN FULL OF
PRINCIPAL AND INTEREST HEREUNDER AND UNDER THE NOTES AND OTHER CREDIT DOCUMENTS.
(E)
EACH BANK THAT IS ORGANIZED UNDER THE LAWS OF ANY JURISDICTION OTHER THAN
THE UNITED STATES OF AMERICA OR ANY STATE OR POLITICAL SUBDIVISION THEREOF (FOR
PURPOSES OF THIS SECTION 2.15(E), EACH A "NON-U.S. BANK") SHALL DELIVER TO THE
BORROWER AND THE ADMINISTRATIVE AGENT ON OR PRIOR TO THE DATE OF THIS AGREEMENT
OR UPON THE EFFECTIVENESS OF ANY ASSIGNMENT, OR AT SUCH OTHER TIMES PRESCRIBED
BY APPLICABLE LAW, (I) TWO (2) PROPERLY COMPLETED AND SIGNED ORIGINALS OF UNITED
STATES OF AMERICA INTERNAL REVENUE SERVICE FORM W-8BEN OR W-8ECI, AS
APPROPRIATE, OR ANY SUCCESSOR APPLICABLE FORM, AS THE CASE MAY BE, CERTIFYING
THAT SUCH BANK IS ENTITLED TO BENEFITS UNDER AN INCOME TAX TREATY TO WHICH THE
UNITED STATES IS A PARTY THAT ELIMINATES OR REDUCES THE RATE OF WITHHOLDING TAX
ON PAYMENTS UNDER THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS OR CERTIFYING
THAT THE INCOME RECEIVABLE PURSUANT TO THIS AGREEMENT AND THE OTHER CREDIT
DOCUMENTS IS EFFECTIVELY CONNECTED WITH THE CONDUCT OF A TRADE OR BUSINESS IN
THE UNITED STATES, OR (II) IF SUCH NON-U.S. BANK IS NOT A "BANK" OR OTHER PERSON
DESCRIBED IN CODE