DISTRIBUTION HEREUNDER BY THE AGENT FOR THE RELEVANT AFFECTED
PERSON SHALL BE DEEMED A PAYMENT BY THE CO-ISSUERS.
(D)
EACH AFFECTED PERSON (OTHER THAN ANY AFFECTED PERSON THAT IS NOT A
FOREIGN AFFECTED PERSON AND IS A CORPORATION FOR FEDERAL TAX PURPOSES WHOSE NAME
CONTAINS ANY OF THE FOLLOWING:
INCORPORATED, INC., CORPORATION, CORP., P.C.,
INSURANCE COMPANY, REINSURANCE COMPANY OR ASSURANCE COMPANY) ON OR PRIOR TO THE
DATE IT BECOMES A PARTY TO THIS AGREEMENT (FROM TIME TO TIME THEREAFTER AS SOON
AS PRACTICABLE AFTER THE OBSOLESCENCE AND PRIOR TO THE DATE OF
EXPIRATION OR
INVALIDITY OF ANY FORM OR DOCUMENT PREVIOUSLY DELIVERED) AND TO THE EXTENT
PERMISSIBLE UNDER THEN CURRENT LAW, SHALL DELIVER TO ANY CO-ISSUER (OR TO MORE
THAN ONE CO-ISSUER, AS THE CO-ISSUERS MAY REASONABLY REQUEST), A UNITED STATES
INTERNAL REVENUE SERVICE FORM W-8BEN, FORM W-8ECI OR FORM W-9, AS APPLICABLE, OR
APPLICABLE SUCCESSOR FORM, OR SUCH OTHER FORMS OR DOCUMENTS (OR SUCCESSOR FORMS
OR DOCUMENTS), APPROPRIATELY COMPLETED AND EXECUTED, AS
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MAY BE APPLICABLE TO ESTABLISH THE EXTENT TO WHICH A PAYMENT TO SUCH AFFECTED
PERSON IS EXEMPT FROM WITHHOLDING OR DEDUCTION OF UNITED STATES FEDERAL
WITHHOLDING TAXES.
THE CO-ISSUERS SHALL NOT BE REQUIRED TO PAY ANY INCREASED
AMOUNT UNDER SECTION 3.08(A) OR SECTION 3.08(B) TO AN AFFECTED PERSON IN RESPECT
OF THE WITHHOLDING OR DEDUCTION OF UNITED STATES FEDERAL WITHHOLDING TAXES
IMPOSED AS THE RESULT OF THE FAILURE OF SUCH AFFECTED PERSON TO COMPLY WITH THE
REQUIREMENTS SET FORTH IN THIS SECTION 3.08(D).
THE CO-ISSUERS MAY RELY ON ANY
FORM OR DOCUMENT PROVIDED PURSUANT TO THIS SECTION 3.08(D) UNTIL NOTIFIED
OTHERWISE BY THE AFFECTED PERSON THAT DELIVERED SUCH FORM OR DOCUMENT.
(E)
IF AN AFFECTED PERSON DETERMINES, IN ITS SOLE DISCRETION, THAT IT
HAS RECEIVED A REFUND OF ANY NON-EXCLUDED TAXES AS TO WHICH IT HAS BEEN
INDEMNIFIED PURSUANT TO THIS SECTION 3.08 OR AS TO WHICH IT HAS BEEN PAID
ADDITIONAL AMOUNTS PURSUANT TO THIS SECTION 3.08, IT SHALL PROMPTLY NOTIFY A
CO-ISSUER IN WRITING OF SUCH REFUND AND SHALL, WITHIN 30 DAYS AFTER RECEIPT OF A
WRITTEN REQUEST FROM THE CO-ISSUERS, PAY OVER SUCH REFUND TO A CO-ISSUER (BUT
ONLY TO THE EXTENT OF INDEMNITY PAYMENTS MADE OR ADDITIONAL AMOUNTS PAID TO SUCH
AFFECTED PERSON UNDER THIS SECTION 3.08 WITH RESPECT TO THE NON-EXCLUDED TAXES
GIVING RISE TO SUCH REFUND), NET OF ALL OUT-OF-POCKET EXPENSES (INCLUDING THE
NET AMOUNT OF TAXES, IF ANY, IMPOSED ON OR WITH RESPECT TO SUCH REFUND OR
PAYMENT) OF THE AFFECTED PERSON AND WITHOUT INTEREST (OTHER THAN ANY INTEREST
PAID BY THE RELEVANT TAXING AUTHORITY THAT IS DIRECTLY ATTRIBUTABLE TO SUCH
REFUND OF SUCH NON-EXCLUDED TAXES); PROVIDED THAT THE CO-ISSUERS, IMMEDIATELY
UPON THE REQUEST OF THE AFFECTED PERSON TO ANY CO-ISSUER (WHICH REQUEST SHALL
INCLUDE A CALCULATION IN REASONABLE DETAIL OF THE AMOUNT TO BE REPAID), AGREE TO
REPAY THE AMOUNT OF THE REFUND (AND ANY APPLICABLE INTEREST) (PLUS ANY
PENALTIES, INTEREST OR OTHER CHARGES IMPOSED BY THE RELEVANT TAXING AUTHORITY
WITH RESPECT TO SUCH AMOUNT) TO THE