THE REQUIREMENTS OF PARAGRAPH (E) OF THIS SECTION 6.7.
IN ADDITION, THE
COMPANY SHALL PAY ANY OTHER TAXES TO THE RELEVANT GOVERNMENTAL AUTHORITY IN
ACCORDANCE WITH APPLICABLE LAW.
WHENEVER ANY NON-EXCLUDED TAXES OR OTHER TAXES ARE PAYABLE BY THE COMPANY, AS
PROMPTLY AS POSSIBLE THEREAFTER THE COMPANY SHALL SEND TO THE AGENT FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF THE RELEVANT LENDER, AS THE CASE MAY BE, A
CERTIFIED COPY OF AN ORIGINAL OFFICIAL RECEIPT RECEIVED BY THE COMPANY SHOWING
PAYMENT THEREOF (OR SUCH OTHER EVIDENCE REASONABLY SATISFACTORY TO THE AGENT).
IF THE COMPANY FAILS TO PAY ANY NON-EXCLUDED TAXES OR OTHER TAXES WHEN DUE TO
THE APPROPRIATE TAXING AUTHORITY OR FAILS TO REMIT TO THE AGENT THE REQUIRED
RECEIPTS OR OTHER REQUIRED DOCUMENTARY EVIDENCE, THE COMPANY SHALL INDEMNIFY THE
CREDITOR PARTIES FOR ANY INCREMENTAL TAXES, INTEREST OR PENALTIES THAT MAY
BECOME PAYABLE BY ANY CREDITOR PARTY AS A RESULT OF ANY SUCH FAILURE.
EACH PURCHASER (OR ITS ASSIGNEE) THAT IS NOT A "UNITED STATES PERSON" AS DEFINED
IN SECTION 7701(A)(30) OF THE CODE (A "NON-U.S. PURCHASER") SHALL DELIVER TO THE
COMPANY AND THE AGENT TWO COMPLETED ORIGINALS OF AN APPROPRIATE U.S. INTERNAL
REVENUE SERVICE FORM W-8, AS APPLICABLE, OR ANY SUBSEQUENT VERSIONS THEREOF OR
SUCCESSORS THERETO, PROPERLY COMPLETED AND DULY EXECUTED BY SUCH NON-U.S.
PURCHASER.
SUCH FORMS SHALL BE DELIVERED BY EACH NON-U.S. PURCHASER ON OR
BEFORE THE DATE IT BECOMES A PARTY TO THIS AGREEMENT.
IN
19
ADDITION, EACH NON-U.S. PURCHASER SHALL DELIVER SUCH FORMS PROMPTLY UPON THE
OBSOLESCENCE OR INVALIDITY OF ANY FORM PREVIOUSLY DELIVERED BY SUCH NON-U.S.
PURCHASER.
EACH NON-U.S. PURCHASER SHALL PROMPTLY NOTIFY THE COMPANY AT ANY
TIME IT DETERMINES THAT IT IS NO LONGER IN A POSITION TO PROVIDE ANY PREVIOUSLY
DELIVERED CERTIFICATE TO THE COMPANY (OR ANY OTHER FORM OF CERTIFICATION ADOPTED
BY THE U.S. TAXING AUTHORITIES FOR SUCH PURPOSE).
NOTWITHSTANDING ANY OTHER
PROVISION OF THIS PARAGRAPH (E), A NON-U.S. PURCHASER SHALL NOT BE REQUIRED TO
DELIVER ANY FORM PURSUANT TO THIS PARAGRAPH THAT SUCH NON-U.S. PURCHASER IS NOT
LEGALLY ABLE TO DELIVER.
THE AGREEMENTS IN THE PRECEDING PARAGRAPHS (B), (C), (D), (E) AND THIS PARAGRAPH
(F) SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT AND THE PAYMENT OF THE NOTES
AND ALL OTHER AMOUNTS PAYABLE HEREUNDER OR THEREUNDER OR UNDER ANY OTHER RELATED
AGREEMENT.
As used in this Section 6.7, the following terms shall have the following
meanings (such meanings to be equally applicable to both the singular and plural
forms of the terms defined):
"Excluded Taxes" means, with respect to any Creditor Party, taxes imposed on or
measured by its overall net income and franchise taxes imposed on it in lieu of
net income taxes, by the jurisdiction (or any political subdivision thereof)
under the laws of which such Creditor Party is incorporated or organized or by
the jurisdiction (or any political subdivision thereof) in which the principal
place of management or applicable lending office of such Creditor Party is
located.
"Non-Excluded Taxes" means all Taxes other than (i)