THEREOF. THE
APPLICABLE LOAN PARTY SHALL COMPENSATE EACH LENDER TO THE EXTENT THAT SUCH
LENDER IS REQUIRED TO PAY ANY COVERED TAXES OR OTHER TAXES (OR APPLICABLE
PENALTIES, INTEREST AND EXPENSES) AS A RESULT OF ANY FAILURE BY SUCH LOAN PARTY
TO SO FURNISH SUCH COPY OF SUCH RECEIPT.
(E)
THE AGREEMENTS AND OBLIGATIONS OF THE LOAN PARTIES CONTAINED IN
THIS SECTION 2.14 SHALL SURVIVE THE INDEFEASIBLE PAYMENT IN FULL OF THE
OBLIGATIONS.
(F)
NOTWITHSTANDING ANY PROVISION TO THE CONTRARY IN THIS AGREEMENT,
TO THE EXTENT THAT SUCH PERSON IS AT SUCH TIME LEGALLY ENTITLED TO DO SO, ON THE
DATE A PERSON BECOMES AN AGENT OR LENDER HEREUNDER AND AT SUCH OTHER TIMES AS
REASONABLY REQUESTED BY ENERGYSOLUTIONS OR THE ADMINISTRATIVE AGENT IN WRITING,
SUCH PERSON MUST PROVIDE TO ENERGYSOLUTIONS AND THE ADMINISTRATIVE AGENT TWO
PROPERLY COMPLETED AND DULY EXECUTED ORIGINALS OF EACH OF THE FOLLOWING, AS
APPLICABLE:
(I) FORM W-8ECI (IN THE CASE OF A NON-U.S. PERSON CLAIMING
EXEMPTION FROM WITHHOLDING BECAUSE THE INCOME IS EFFECTIVELY CONNECTED WITH A
U.S. TRADE OR BUSINESS), (II) FORM W-8BEN (IN THE CASE OF A NON-U.S. PERSON
CLAIMING EXEMPTION FROM, OR REDUCTION OF, WITHHOLDING TAX UNDER AN INCOME TAX
TREATY OR UNDER THE PORTFOLIO INTEREST EXEMPTION), (III) WITH RESPECT TO ANY
INTEREST IN THIS AGREEMENT IN WHICH A PARTICIPATION HAS BEEN SOLD, A FORM W-8IMY
ALONG WITH ACCOMPANYING FORM W-8BEN (CLAIMING EXEMPTION FROM WITHHOLDING UNDER
THE PORTFOLIO INTEREST EXEMPTION), (IV) ANY OTHER APPLICABLE FORM, CERTIFICATE
OR DOCUMENT NECESSARY TO ESTABLISH SUCH NON-U.S. PERSON'S ENTITLEMENT TO
EXEMPTION FROM UNITED STATES FEDERAL WITHHOLDING TAX OR REDUCED RATE WITH
RESPECT TO ALL PAYMENTS TO BE MADE TO SUCH NON-U.S. PERSON UNDER THIS AGREEMENT,
OR (V) FORM W-9 (CLAIMING EXEMPTION FROM BACKUP WITHHOLDING TAX), OR ANY
SUCCESSOR FORMS. EACH AGENT AND LENDER AGREES THAT FROM TIME TO TIME AFTER THE
AGREEMENT DATE, WHEN A LAPSE IN TIME OR CHANGE IN CIRCUMSTANCES RENDERS THE
PREVIOUS CERTIFICATION OBSOLETE OR INACCURATE IN ANY MATERIAL RESPECT, SUCH
AGENT OR LENDER WILL, TO THE EXTENT THAT SUCH AGENT OR LENDER IS AT SUCH TIME
LEGALLY ENTITLED TO DO SO, DELIVER TO ENERGYSOLUTIONS AND THE ADMINISTRATIVE
AGENT TWO NEW ACCURATE AND COMPLETE ORIGINAL SIGNED COPIES OF THE APPLICABLE
CERTIFICATION FORM. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS
SECTION 2.14, A LENDER SHALL NOT BE ENTITLED TO PAYMENT ON ACCOUNT OF OR
INDEMNIFICATION FOR COVERED TAXES THAT ARE U.S. FEDERAL WITHHOLDING TAXES THAT
ARE IMPOSED PURSUANT TO A LAW IN EFFECT AT THE TIME SUCH LENDER BECOMES A PARTY
TO THIS AGREEMENT, EXCEPT, IN THE CASE OF AN ASSIGNEE TO THE EXTENT THAT SUCH
LENDER'S ASSIGNOR (IF ANY) WAS ENTITLED, AT THE TIME OF ASSIGNMENT, TO RECEIVE
ADDITIONAL AMOUNTS FROM THE LOAN PARTIES WITH RESPECT TO SUCH TAX PURSUANT TO
SECTION 2.14(A) AND A LENDER SHALL NOT BE ENTITLED TO A PAYMENT ON ACCOUNT OF OR
57
INDEMNIFICATION FOR SUCH COVERED TAXES TO THE EXTENT SUCH TAXES RESULT FROM THE
FAILURE OF SUCH LENDER TO COMPLY WITH THE DOCUMENTATION REQUIREMENTS OF THIS