DAYS
FOLLOWING THE DATE UPON WHICH A
33
RESPONSIBLE ACCOUNT OFFICER FOR SUCH LENDER OR THE ADMINISTRATIVE AGENT KNOWS
THAT TAXES OR OTHER TAXES HAVE BEGUN TO ACCRUE WITH RESPECT TO WHICH SUCH LENDER
OR THE ADMINISTRATIVE AGENT IS ENTITLED TO COMPENSATION UNDER THIS
SECTION 2.14(E), THEN ANY TAXES OR OTHER TAXES ATTRIBUTABLE TO THE PERIOD PRIOR
TO THE NINETY (90) DAY PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH SUCH
LENDER OR THE ADMINISTRATIVE AGENT PROVIDED SUCH NOTICE AND DEMAND FOR
COMPENSATION SHALL BE EXCLUDED FROM THE INDEMNITY OBLIGATIONS OF THE BORROWER
UNDER THIS SECTION 2.14(E).
(IV)
WITHIN THIRTY (30) DAYS AFTER THE DATE OF ANY
PAYMENT OF TAXES OR OTHER TAXES BY THE BORROWER, THE BORROWER SHALL FURNISH TO
THE ADMINISTRATIVE AGENT THE ORIGINAL OR A CERTIFIED COPY OF A RECEIPT
EVIDENCING PAYMENT THEREOF.
(V)
WITHOUT PREJUDICE TO THE SURVIVAL OF ANY
OTHER AGREEMENT OF THE BORROWER HEREUNDER, THE AGREEMENTS AND OBLIGATIONS OF THE
BORROWER CONTAINED IN THIS SECTION 2.14(E) SHALL SURVIVE THE PAYMENT IN FULL OF
ALL OBLIGATIONS HEREUNDER, THE TERMINATION OF THE LETTERS OF CREDIT AND THE
TERMINATION OF THIS AGREEMENT FOR A PERIOD OF ONE YEAR.
(VI)
EACH LENDER (INCLUDING ANY REPLACEMENT LENDER
OR PURCHASER) THAT IS NOT CREATED OR ORGANIZED UNDER THE LAWS OF THE UNITED
STATES OF AMERICA OR A POLITICAL SUBDIVISION THEREOF (EACH A "NON-U.S. LENDER")
SHALL DELIVER TO THE BORROWER AND THE ADMINISTRATIVE AGENT ON OR BEFORE THE
CLOSING DATE, OR, IF LATER, THE DATE ON WHICH SUCH LENDER BECOMES A LENDER
PURSUANT TO SECTION 13.3 HEREOF (AND FROM TIME TO TIME THEREAFTER UPON THE
REQUEST OF THE BORROWER OR THE ADMINISTRATIVE AGENT, BUT ONLY FOR SO LONG AS
SUCH NON-U.S. LENDER IS LEGALLY ENTITLED TO DO SO), EITHER (1) TWO (2) DULY
COMPLETED COPIES OF EITHER (A) IRS FORM W-8BEN, OR (B) IRS FORM W-8ECI, OR IN
EITHER CASE AN APPLICABLE SUCCESSOR FORM; OR (2) IN THE CASE OF A NON-U.S.
LENDER THAT IS NOT LEGALLY ENTITLED TO DELIVER THE FORMS LISTED IN
CLAUSE (VI)(1), (X) A CERTIFICATE OF A DULY AUTHORIZED OFFICER OF SUCH NON-U.S.
LENDER TO THE EFFECT THAT SUCH NON-U.S. LENDER IS NOT (A) A "BANK" WITHIN THE
MEANING OF SECTION 881(C)(3)(A) OF THE CODE, (B) A "10 PERCENT SHAREHOLDER" OF
THE BORROWER WITHIN THE MEANING OF SECTION 881(C)(3)(B) OF THE CODE, OR (C) A
CONTROLLED FOREIGN CORPORATION RECEIVING INTEREST FROM A RELATED PERSON WITHIN
THE MEANING OF SECTION 881(C)(3)(C) OF THE CODE (SUCH CERTIFICATE, AN "EXEMPTION
CERTIFICATE") AND (Y) TWO (2) DULY COMPLETED COPIES OF IRS FORM W-SBEN OR
APPLICABLE SUCCESSOR FORM.
EACH SUCH LENDER FURTHER AGREES TO DELIVER TO THE
BORROWER AND THE ADMINISTRATIVE AGENT FROM TIME TO TIME A TRUE AND ACCURATE
CERTIFICATE EXECUTED IN DUPLICATE BY A DULY AUTHORIZED OFFICER OF SUCH LENDER IN
A FORM SATISFACTORY TO THE BORROWER AND THE ADMINISTRATIVE AGENT, BEFORE OR
PROMPTLY UPON THE OCCURRENCE OF ANY EVENT REQUIRING A CHANGE IN THE MOST RECENT
CERTIFICATE PREVIOUSLY DELIVERED BY IT TO THE BORROWER AND THE ADMINISTRATIVE
AGENT PURSUANT