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.
EACH NON-U.S. LENDER
SHALL PROMPTLY NOTIFY THE BORROWER AT ANY TIME IT DETERMINES THAT IT IS NO
LONGER IN A POSITION TO PROVIDE ANY PREVIOUSLY DELIVERED CERTIFICATE TO THE
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 EXEMPTION FROM OR REDUCTION OF NON-U.S.
WITHHOLDING TAX UNDER THE LAW OF THE JURISDICTION IN WHICH THE BORROWER IS
LOCATED, OR ANY TREATY TO
25
WHICH SUCH JURISDICTION IS A PARTY, WITH RESPECT TO PAYMENTS UNDER THIS
AGREEMENT SHALL DELIVER TO THE BORROWER (WITH A COPY TO THE ADMINISTRATIVE
AGENT), AT THE TIME OR TIMES PRESCRIBED BY APPLICABLE LAW OR REASONABLY
REQUESTED BY THE BORROWER, SUCH PROPERLY COMPLETED AND EXECUTED DOCUMENTATION
PRESCRIBED BY APPLICABLE LAW AS WILL PERMIT SUCH PAYMENTS TO BE MADE WITHOUT
WITHHOLDING OR AT A REDUCED RATE, PROVIDED THAT SUCH LENDER IS LEGALLY ENTITLED
TO COMPLETE, EXECUTE AND DELIVER SUCH DOCUMENTATION AND IN SUCH LENDER'S
REASONABLE JUDGMENT SUCH COMPLETION, EXECUTION OR SUBMISSION WOULD NOT
MATERIALLY PREJUDICE THE LEGAL POSITION OF SUCH LENDER.
(F)
THE AGREEMENTS IN THIS SECTION SHALL SURVIVE THE TERMINATION OF THIS
AGREEMENT AND THE PAYMENT OF THE LOANS AND ALL OTHER AMOUNTS PAYABLE HEREUNDER.
(G)
THE BORROWER SHALL BE ENTITLED TO CONTEST, OR, UPON WRITTEN REQUEST OF THE
BORROWER, TO REQUIRE A LENDER TO TAKE REASONABLE MEASURES TO CONTEST, AT THE
BORROWER'S COST AND EXPENSE, THE IMPOSITION OF ANY NON-EXCLUDED TAX OR OTHER
TAX.
NOTWITHSTANDING THIS PARAGRAPH (G), THE BORROWER STILL MUST SATISFY ITS
OBLIGATIONS TO PAY ADDITIONAL AMOUNTS OR INDEMNIFY THE LENDER IF SUCH TAX HAS
ALREADY BEEN WITHHELD, PAID, OR DEDUCTED.
3.11
Indemnity.
The Borrower agrees to indemnify each
Lender and to hold each Lender harmless from any loss or expense that such
Lender may sustain or incur as a consequence of (a) default by the Borrower in
making a borrowing of, conversion into or continuation of Eurodollar Loans after
the Borrower has given a notice requesting the same in accordance with the
provisions of this Agreement, (b) default by the Borrower in making any
prepayment of or conversion from Eurodollar Loans after the Borrower has given a
notice thereof in accordance with the provisions of this Agreement or (c) the
making of a payment or prepayment of Eurodollar Loans on a day that is not the
last day of an Interest Period with respect thereto.
Such indemnification may
include (but shall in no event exceed) an amount equal to the excess, if