THE BORROWERS, AS PROMPTLY AS POSSIBLE THEREAFTER THE
PARENT BORROWER SHALL SEND TO THE ADMINISTRATIVE AGENT OR THE CANADIAN AGENT, AS
THE CASE MAY BE, 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 PARENT BORROWER SHOWING PAYMENT THEREOF.
THE BORROWERS SHALL JOINTLY AND
SEVERALLY INDEMNIFY THE ADMINISTRATIVE AGENT, THE CANADIAN AGENT AND EACH
LENDER, WITHIN 30 DAYS AFTER DEMAND THEREFOR, FOR THE FULL AMOUNT OF ANY
NON-EXCLUDED TAXES OR OTHER TAXES (INCLUDING NON-EXCLUDED TAXES OR OTHER TAXES
IMPOSED OR ASSERTED ON OR ATTRIBUTABLE TO AMOUNTS PAYABLE UNDER THIS SECTION)
PAID BY THE ADMINISTRATIVE AGENT, THE CANADIAN AGENT OR SUCH LENDER, AS THE CASE
MAY BE, WHETHER OR NOT SUCH NON-EXCLUDED TAXES OR OTHER TAXES WERE CORRECTLY OR
LEGALLY IMPOSED OR ASSERTED.
(D)
EACH U.S. LENDER (OR TRANSFEREE) THAT IS NOT
A CITIZEN OR RESIDENT OF THE UNITED STATES, A CORPORATION, PARTNERSHIP OR OTHER
ENTITY CREATED OR ORGANIZED IN OR UNDER THE LAWS OF THE UNITED STATES (OR ANY
JURISDICTION THEREOF), OR ANY ESTATE OR TRUST THAT IS SUBJECT TO FEDERAL INCOME
TAXATION REGARDLESS OF THE SOURCE OF ITS INCOME (A "NON-U.S. LENDER") SHALL
DELIVER TO THE PARENT BORROWER AND THE ADMINISTRATIVE AGENT (OR, IN THE CASE OF
A PARTICIPANT, TO THE LENDER FROM WHICH THE RELATED PARTICIPATION SHALL HAVE
BEEN PURCHASED) TWO COPIES OF EITHER U.S. INTERNAL REVENUE SERVICE FORM W-8BEN
(CLAIMING ELIGIBILITY FOR BENEFITS OF AN INCOME TAX TREATY TO WHICH THE UNITED
STATES IS A PARTY) OR FORM W-8ECI, OR, IN THE CASE OF A NON-U.S. LENDER CLAIMING
EXEMPTION FROM U.S. FEDERAL WITHHOLDING TAX UNDER SECTION 871(H) OR 881(C) OF
THE CODE WITH RESPECT TO PAYMENTS OF "PORTFOLIO INTEREST", A STATEMENT
SUBSTANTIALLY IN THE FORM OF EXHIBIT H AND A FORM W-8BEN, OR ANY SUBSEQUENT
VERSIONS THEREOF OR SUCCESSORS THERETO, PROPERLY COMPLETED AND DULY EXECUTED BY
SUCH NON-U.S. LENDER CLAIMING COMPLETE EXEMPTION FROM, OR A REDUCED RATE OF,
U.S. FEDERAL WITHHOLDING TAX ON ALL PAYMENTS BY THE BORROWERS UNDER THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS.
SUCH FORMS SHALL BE DELIVERED BY EACH
NON-U.S. LENDER ON OR BEFORE THE DATE IT BECOMES A PARTY TO THIS AGREEMENT (OR,
IN THE CASE OF ANY PARTICIPANT, ON OR BEFORE THE DATE SUCH PARTICIPANT PURCHASES
THE RELATED PARTICIPATION).
IN ADDITION, EACH NON-U.S. LENDER SHALL DELIVER
SUCH FORMS PROMPTLY UPON THE OBSOLESCENCE OR INVALIDITY OF ANY FORM PREVIOUSLY
DELIVERED BY SUCH NON-U.S. LENDER.
47
EACH NON-U.S. LENDER SHALL PROMPTLY NOTIFY THE PARENT BORROWER AT ANY TIME IT
DETERMINES THAT IT IS NO LONGER IN A POSITION TO PROVIDE ANY PREVIOUSLY
DELIVERED CERTIFICATE TO THE PARENT BORROWER (OR ANY OTHER FORM OF CERTIFICATION
ADOPTED BY THE U.S. TAXING AUTHORITIES FOR SUCH PURPOSE).
NOTWITHSTANDING ANY
OTHER PROVISION OF THIS PARAGRAPH, A NON-U.S. LENDER SHALL NOT BE REQUIRED TO
DELIVER ANY FORM PURSUANT TO THIS PARAGRAPH THAT SUCH NON-U.S. LENDER IS NOT
LEGALLY ABLE TO DELIVER.
(E)
A LENDER THAT IS ENTITLED TO AN