This excerpt taken from the TAXI 8-K filed Dec 16, 2008.
Section 2.11. Taxes.
(a) All payments made by the Borrower under this Agreement shall be made free and clear of, and without deduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority (collectively, Taxes), unless required by law. If the Borrower shall be required under any applicable Requirements of Law to deduct or withhold any Taxes from or in respect of any sum payable under or in respect of this Agreement to the Lender, (i) the Borrower shall make all such deductions and withholdings in respect of Taxes, (ii) the Borrower shall pay the full amount deducted or withheld in respect of Taxes to the relevant taxation authority or other Governmental Authority in accordance with the applicable Requirements of Law, and (iii) the sum payable by the Borrower shall be increased as may be necessary so that after the Borrower has made all required deductions and withholdings the Lender receives an amount equal to the sum it would have received had no such deductions or withholdings been made in respect of Non-Excluded Taxes. For purposes of this Agreement Non-Excluded Taxes are Taxes other than, in the case of the Lender, Taxes that are measured by or imposed on its overall net income
(and franchise taxes imposed in lieu thereof) by the state or foreign jurisdiction under the laws of which the Lender is organized, or any political subdivision thereof, unless such Taxes are imposed as a result of the Lender or such Agent having executed, delivered or performed its obligations or received payments under, or enforced, this Agreement or any of the other Transaction Documents (in which case such Taxes will be treated as Non-Excluded Taxes).
(b) The Borrower shall not be required to increase any amounts payable under Section 2.11(a) to the Lender that is not organized under the laws of the United States of America or a state thereof if the Lender fails to comply with the requirements of clause (c) of this Section. Whenever any Non-Excluded Taxes are payable by the Borrower, as promptly as possible thereafter the Borrower shall send to the Lender, as the case may be, a certified copy of an original official receipt received by the Borrower showing payment thereof. If the Borrower fails to pay any Non-Excluded Taxes when due to the appropriate taxing authority or fails to remit to the applicable Lender the required receipts or other required documentary evidence, the Borrower shall indemnify the Lender for any incremental taxes, interest or penalties that may become payable by the Lender as a result of any such failure. The agreements in this Section shall survive the termination of this Agreement and the payment of the Advances and all other amounts payable hereunder.
(c) If the Lender (or transferee that acquires a interest hereunder in accordance with Section 10.04 hereof) is not a United States Person (as such term is defined in Section 7701(a)(30) of the Code (a US Person)) for United States federal income tax purposes (a Non-US Lender), such Non-US Lender shall deliver or caused to be delivered to the Borrower and the Servicer the following properly completed and duly executed documents:
(1) two complete and executed (x) U.S. Internal Revenue Forms W-8BEN (or any successor form thereto) with respect to an income tax treaty providing for a zero rate of withholding tax on interest, or (y) U.S. Internal Revenue Service Forms W-8ECI (or any successor form thereto); or
(2) two complete and executed U.S. Internal Revenue Service Forms W-8BEN (or any successor form thereto), including all appropriate attachments, documenting the status of the Lender (or transferee) as a Non-U.S. Lender and (y) a tax certificate in the form of Exhibit E hereto.
Such documents shall be delivered by the Lender (or transferee) on or before the date it becomes a party to this Agreement (or, in the case of a transferee or assignee that is a participation holder, on or before the date such participation holder becomes a transferee hereunder) and on or before the date, if any, the Lender (or transferee) changes its applicable lending office by designating a different lending office. In addition, the Lender (or transferee) shall deliver or cause to be delivered such forms and/or certificates promptly upon or before the expiration, obsolescence or invalidity of any document previously delivered by the Lender (or transferee). Notwithstanding any other provision of this Section 2.11(c), a Lender (or transferee) shall not be required to deliver any document pursuant to this Section 2.11(c) that the Lender (or transferee) is not legally able to deliver; provided, however, that if the Lender (or transferee) is not legally able to deliver such documents on or prior to the date specified in the second preceding sentence, the Borrower shall not be required to increase any amounts payable under Section 2.11(a) to the Lender (or transferee).
Section 2.12. Evidence of Debt. The Lender (or the Agent on its behalf) shall maintain an account or accounts evidencing the indebtedness of the Borrower to the Lender resulting from each Advance owing to the Lender from time to time, including the amounts of principal and interest payable and paid to the Lender from time to time hereunder. The entries made in such account(s) of the Lender or the Agent on behalf of the Lender shall be conclusive and binding for all purposes, absent manifest error.