ADDITIONAL AMOUNT OR AMOUNTS AS IS NECESSARY TO ENSURE THAT THE
NET AMOUNT ACTUALLY RECEIVED BY ADMINISTRATIVE AGENT AND EACH LENDER WILL EQUAL
THE FULL AMOUNT ADMINISTRATIVE AGENT AND SUCH LENDER WOULD HAVE RECEIVED HAD NO
SUCH WITHHOLDING OR DEDUCTION BEEN REQUIRED.
IF ANY TAXES ARE DIRECTLY ASSERTED
AGAINST ADMINISTRATIVE AGENT OR ANY LENDER WITH RESPECT TO ANY PAYMENT RECEIVED
BY ADMINISTRATIVE AGENT OR SUCH LENDER HEREUNDER, ADMINISTRATIVE AGENT OR SUCH
LENDER MAY PAY SUCH TAXES AND BORROWER WILL PROMPTLY PAY SUCH ADDITIONAL AMOUNTS
(INCLUDING ANY PENALTY, INTEREST OR EXPENSE)
34
AS IS NECESSARY IN ORDER THAT THE NET AMOUNT RECEIVED BY SUCH PERSON AFTER THE
PAYMENT OF SUCH TAXES (INCLUDING ANY TAXES ON SUCH ADDITIONAL AMOUNT) SHALL
EQUAL THE AMOUNT SUCH PERSON WOULD HAVE RECEIVED HAD SUCH TAXES NOT BEEN
ASSERTED SO LONG AS SUCH AMOUNTS HAVE ACCRUED ON OR AFTER THE DAY WHICH IS TWO
HUNDRED SEVENTY (270) DAYS PRIOR TO THE DATE ON WHICH ADMINISTRATIVE AGENT OR
SUCH LENDER FIRST MADE DEMAND THEREFOR.
(B)
INTEREST AND PENALTIES.
IF BORROWER FAILS TO PAY ANY TAXES WHEN
DUE TO THE APPROPRIATE TAXING AUTHORITY OR FAILS TO REMIT TO ADMINISTRATIVE
AGENT, FOR THE ACCOUNT OF ADMINISTRATIVE AGENT AND THE RESPECTIVE LENDERS, THE
REQUIRED RECEIPTS OR OTHER REQUIRED DOCUMENTARY EVIDENCE, BORROWER SHALL
INDEMNIFY ADMINISTRATIVE AGENT AND LENDERS FOR ANY INCREMENTAL TAXES, INTEREST
OR PENALTIES THAT MAY BECOME PAYABLE BY ADMINISTRATIVE AGENT OR ANY LENDER AS A
RESULT OF ANY SUCH FAILURE.
(C)
FOREIGN LENDERS.
EACH LENDER THAT IS ORGANIZED UNDER THE LAWS OF
A JURISDICTION OTHER THAN THE UNITED STATES AND IS A PARTY HERETO ON THE CLOSING
DATE OR PURPORTS TO BECOME AN ASSIGNEE OF AN INTEREST PURSUANT TO SECTION
11.6(A) AFTER THE CLOSING DATE (UNLESS SUCH LENDER WAS ALREADY A LENDER
HEREUNDER IMMEDIATELY PRIOR TO SUCH ASSIGNMENT) (EACH SUCH LENDER A "FOREIGN
LENDER") SHALL EXECUTE AND DELIVER TO EACH OF BORROWER AND ADMINISTRATIVE AGENT
ONE OR MORE (AS BORROWER OR ADMINISTRATIVE AGENT MAY REASONABLY REQUEST) UNITED
STATES INTERNAL REVENUE SERVICE FORMS W 8ECI, W 8BEN, W-8IMY (AS APPLICABLE) AND
OTHER APPLICABLE FORMS, CERTIFICATES OR DOCUMENTS PRESCRIBED BY THE UNITED
STATES INTERNAL REVENUE SERVICE OR REASONABLY REQUESTED BY ADMINISTRATIVE AGENT
CERTIFYING AS TO SUCH LENDER'S ENTITLEMENT TO A COMPLETE EXEMPTION FROM OR
REDUCTION OF WITHHOLDING OR DEDUCTION OF TAXES.
BORROWER SHALL NOT BE REQUIRED
TO PAY ADDITIONAL AMOUNTS TO ANY LENDER PURSUANT TO THIS SECTION 2.13 WITH
RESPECT TO UNITED STATES WITHHOLDING AND INCOME TAXES TO THE EXTENT THAT THE
OBLIGATION TO PAY SUCH ADDITIONAL AMOUNTS WOULD NOT HAVE ARISEN BUT FOR THE
FAILURE OF SUCH LENDER TO COMPLY WITH THIS PARAGRAPH OTHER THAN AS A RESULT OF A
CHANGE IN LAW.
(D)
REFUNDS.
IF ADMINISTRATIVE AGENT OR A LENDER DETERMINES, IN ITS
SOLE DISCRETION, THAT IT HAS RECEIVED A REFUND OF ANY TAXES AS TO WHICH IT HAS
BEEN INDEMNIFIED BY BORROWER OR WITH RESPECT TO WHICH BORROWER HAS PAID
ADDITIONAL AMOUNTS PURSUANT TO THIS SECTION 2.13, IT SHALL PAY OVER SUCH REFUND
TO BORROWER (BUT ONLY TO