SHALL INDEMNIFY SUCH BANKS FOR ANY INCREMENTAL TAXES, INTEREST OR PENALTIES
THAT MAY BECOME PAYABLE BY SUCH BANKS AS A RESULT OF ANY SUCH FAILURE.
(B)
IF A BORROWER IS REQUIRED BY THIS SUBSECTION 2.17 TO MAKE A PAYMENT
TO OR IN RESPECT OF ANY BANK, SUCH BORROWER SHALL HAVE THE RIGHT, SO LONG AS NO
EVENT OF DEFAULT HAS OCCURRED AND IS THEN CONTINUING, UPON GIVING NOTICE TO THE
ADMINISTRATIVE AGENT AND SUCH BANK IN ACCORDANCE WITH SUBSECTION 2.6, TO PREPAY
IN FULL THE LOANS OF SUCH BANK, TOGETHER WITH
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ACCRUED INTEREST THEREON, ANY AMOUNTS PAYABLE PURSUANT TO SUBSECTIONS 2.13,
2.14, 2.15 AND 2.17 AND ANY ACCRUED AND UNPAID COMMITMENT FEE OR OTHER AMOUNTS
PAYABLE TO IT HEREUNDER AND/OR ON GIVING NOT LESS THAN THREE BUSINESS DAYS'
NOTICE TO ANY SUCH BANK AND THE ADMINISTRATIVE AGENT, TO CANCEL THE WHOLE OR
PART OF THE COMMITMENT OF SUCH BANK (BUT ONLY IF AFTER GIVING EFFECT TO SUCH
CANCELLATION OR PREPAYMENT OF THE AGGREGATE PRINCIPAL AMOUNT OF THE LOANS DOES
NOT EXCEED THE AGGREGATE COMMITMENTS THEN IN EFFECT).
(C)
AT LEAST TWO BUSINESS DAYS PRIOR TO THE FIRST BORROWING DATE OR, IF
SUCH DATE DOES NOT OCCUR WITHIN THIRTY DAYS AFTER THE CLOSING DATE, BY THE END
OF SUCH THIRTY-DAY PERIOD, EACH BANK AGREES THAT IT WILL DELIVER TO EACH
BORROWER AND THE ADMINISTRATIVE AGENT EITHER (A) A STATEMENT THAT IT IS
INCORPORATED UNDER THE LAWS OF THE UNITED STATES, A STATE THEREOF OR THE
DISTRICT OF COLUMBIA, (B) IF IT IS NOT SO INCORPORATED, A LETTER IN DUPLICATE IN
SUBSTANTIALLY THE FORM OF EXHIBIT I OR EXHIBIT J, AS APPROPRIATE, AND TWO DULY
COMPLETED COPIES OF UNITED STATES INTERNAL REVENUE SERVICE FORM W-8BEN OR W-8ECI
OR SUCCESSOR APPLICABLE FORM, AS THE CASE MAY BE, CERTIFYING IN EACH CASE THAT
SUCH BANK IS ENTITLED TO RECEIVE PAYMENT UNDER THIS AGREEMENT WITHOUT DEDUCTION
OR WITHHOLDING OF ANY UNITED STATES FEDERAL INCOME TAXES, OR (C) IN THE CASE OF
A BANK CLAIMING EXCEPTION UNDER SECTIONS 871(H) OR 881(C) OF THE CODE, A
CERTIFICATE OF NON-BANK STATUS TOGETHER WITH TWO ORIGINAL COPIES OF INTERNAL
REVENUE SERVICE FORM W-8BEN, OR SUCCESSOR APPLICABLE FORM, AS THE CASE MAY BE,
TO ESTABLISH AN EXEMPTION FROM UNITED STATES BACKUP WITHHOLDING TAX.
EACH BANK
(INCLUDING, WITHOUT LIMITATION, EACH LOAN ASSIGNEE) AGREES (FOR THE BENEFIT OF
THE ADMINISTRATIVE AGENT AND THE BORROWERS), TO THE EXTENT IT MAY LAWFULLY DO
SO, TO PROVIDE THE ADMINISTRATIVE AGENT AND THE BORROWERS A NEW LETTER OR A NEW
CERTIFICATE OF NON-BANK STATUS, IF APPLICABLE, AND FORM W-8BEN OR W-8ECI, OR
SUCCESSOR APPLICABLE FORM OR OTHER MANNER OF CERTIFICATION, (X) IN THE CASE OF A
LOAN ASSIGNEE, ON OR BEFORE THE DATE IT BECOMES PARTY TO THIS AGREEMENT, (Y) ON
OR BEFORE THE DATE THAT ANY SUCH LETTER OR FORM EXPIRES OR BECOMES OBSOLETE OR
AFTER THE OCCURRENCE OF ANY EVENT REQUIRING A CHANGE IN THE MOST RECENT LETTER
OR FORM PREVIOUSLY DELIVERED BY IT, CERTIFYING IN THE CASE OF A FORM W-8BEN