AND THE AGENT TWO FURTHER COPIES OF THE SAID IRS FORM W-8BEN OR W-8ECI
OR OTHER OR SUCCESSOR APPLICABLE FORMS OR OTHER MANNER OF CERTIFICATION, AS THE
CASE MAY BE, ON OR BEFORE THE DATE THAT ANY SUCH FORM EXPIRES OR BECOMES
OBSOLETE OR AFTER THE OCCURRENCE OF ANY EVENT REQUIRING A CHANGE IN THE MOST
RECENT FORM PREVIOUSLY DELIVERED BY IT TO THE BORROWER, AND SUCH EXTENSIONS OR
RENEWALS THEREOF AS MAY REASONABLY BE REQUESTED BY THE BORROWER OR THE AGENT.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS PARAGRAPH, A LENDER SHALL NOT BE
REQUIRED TO DELIVER ANY FORM PURSUANT TO THIS PARAGRAPH THAT SUCH LENDER IS NOT
LEGALLY ABLE TO DELIVER.
(D)
THE BORROWER SHALL DULY FILE IRS FORMS 1042 AND 1042S OR APPROPRIATE
SUCCESSOR FORMS ANNUALLY WITH RESPECT TO ALL INTEREST PAYMENTS HEREUNDER AS
REQUIRED BY THE CODE AND APPLICABLE IRS REGULATIONS AND PROCEDURES AND SHALL
PROVIDE THE AGENT WITH COPIES OF THE FORMS SO FILED.
(E)
IF THE ADMINISTRATIVE AGENT OR ANY LENDER RECEIVES A REFUND IN RESPECT OF
TAXES OR OTHER TAXES PAID BY THE BORROWER, WHICH IN THE GOOD FAITH JUDGMENT OF
SUCH LENDER IS ALLOCABLE TO SUCH PAYMENT, IT SHALL PROMPTLY PAY SUCH REFUND,
TOGETHER WITH ANY OTHER AMOUNTS PAID BY THE BORROWER IN CONNECTION WITH SUCH
REFUNDED TAXES OR OTHER TAXES, TO THE BORROWER, NET OF ALL OUT-OF-POCKET
EXPENSES OF SUCH LENDER INCURRED IN OBTAINING SUCH REFUND, PROVIDED, HOWEVER,
THAT THE BORROWER AGREES TO PROMPTLY RETURN SUCH REFUND TO THE ADMINISTRATIVE
AGENT OR THE APPLICABLE LENDER AS THE CASE MAY BE, IF IT RECEIVES NOTICE FROM
THE ADMINISTRATIVE AGENT OR APPLICABLE LENDER THAT SUCH ADMINISTRATIVE AGENT OR
LENDER IS REQUIRED TO REPAY SUCH REFUND UNLESS SUCH REPAYMENT IS DUE TO EVENTS
DESCRIBED IN SECTION 2.12(B)(5) HEREOF.
(F)
IF A WRITTEN CLAIM IS MADE AGAINST ANY LENDER OR THE ADMINISTRATIVE AGENT
FOR ANY TAXES OR OTHER TAXES, SUCH LENDER OR ADMINISTRATIVE AGENT, AS THE CASE
MAY BE, SHALL PROMPTLY NOTIFY THE BORROWER IN WRITING OF SUCH CLAIM, AND UPON
WRITTEN REQUEST OF BORROWER SHALL, AT THE BORROWER'S SOLE COST AND EXPENSE,
CONTEST THE VALIDITY OR AMOUNT OF SUCH CLAIM OR PERMIT THE BORROWER, TO CONTEST
THE VALIDITY OR AMOUNT OF SUCH CLAIM, PROVIDED, HOWEVER, THAT THE LENDER OR
ADMINISTRATIVE AGENT SHALL NOT BE REQUIRED AND BORROWER SHALL NOT BE PERMITTED
TO CONTEST SUCH CLAIM UNLESS (I) THE BORROWER SHALL PROVIDE TO THE LENDER AN
OPINION OF THE VICE PRESIDENT TAX OF THE BORROWER REASONABLY SATISFACTORY TO
SUCH LENDER STATING THAT A REASONABLE BASIS EXISTS TO CONTEST SUCH CLAIM AND
(II) THE BORROWER AGREES TO INDEMNIFY THE LENDER FOR ANY ADDITIONAL TAXES,
INTEREST, PENALTIES OR OTHER EXPENSES INCURRED AS A RESULT OF SUCH CONTEST.
SECTION 2.13.
Sharing of Payments, Etc. If any Lender shall obtain any payment
(whether voluntary, involuntary, through the exercise of any right of set-off,
or otherwise) on account of the Loan (other than amounts due to such Lender
pursuant to Section 2.9, 2.12, 2.16, 2.18 or 8.4(c) or on account of