INTERNAL REVENUE SERVICE FORM W 8IMY (OR ANY
SUCCESSOR FORMS) PROPERLY COMPLETED AND DULY EXECUTED BY SUCH FOREIGN LENDER,
TOGETHER WITH ANY INFORMATION, IF ANY, SUCH FOREIGN LENDER CHOOSES TO TRANSMIT
WITH SUCH FORM, AND ANY OTHER CERTIFICATE OR STATEMENT OF EXEMPTION REQUIRED
UNDER THE INTERNAL REVENUE CODE OR THE REGULATIONS THEREUNDER, TO ESTABLISH THAT
SUCH FOREIGN LENDER IS NOT ACTING FOR ITS OWN ACCOUNT WITH RESPECT TO A PORTION
OF ANY SUCH SUMS PAYABLE TO SUCH FOREIGN LENDER.
(7)
ANY LENDER THAT IS NOT A FOREIGN LENDER AND HAS NOT OTHERWISE
ESTABLISHED TO THE REASONABLE SATISFACTION OF THE BORROWER AND THE
ADMINISTRATIVE AGENT THAT IT IS AN EXEMPT RECIPIENT (AS DEFINED IN SECTION
6049(B)(4) OF THE INTERNAL REVENUE CODE AND THE UNITED STATES TREASURY
REGULATIONS THEREUNDER) SHALL DELIVER TO THE BORROWER (WITH COPIES TO THE
ADMINISTRATIVE AGENT AND IN SUCH NUMBER OF COPIES AS SHALL BE REQUESTED BY THE
RECIPIENT) ON OR PRIOR TO THE DATE ON WHICH SUCH LENDER BECOMES A LENDER UNDER
THIS AGREEMENT (AND FROM TIME TO TIME THEREAFTER AS PRESCRIBED BY APPLICABLE LAW
OR UPON THE REQUEST OF THE BORROWER OR THE ADMINISTRATIVE AGENT), DULY EXECUTED
AND PROPERLY COMPLETED COPIES OF INTERNAL REVENUE SERVICE FORM W 9.
(8)
IF THE ADMINISTRATIVE AGENT OR ANY LENDER DETERMINES, IN ITS SOLE
DISCRETION, THAT IT HAS RECEIVED A REFUND OF ANY INDEMNIFIED TAXES OR OTHER
TAXES AS TO WHICH IT HAS BEEN INDEMNIFIED BY THE BORROWER OR WITH RESPECT TO
WHICH THE BORROWER HAS PAID ADDITIONAL AMOUNTS PURSUANT TO THIS SECTION 2.10, IT
SHALL PAY TO THE BORROWER AN AMOUNT EQUAL TO SUCH
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REFUND (BUT ONLY TO THE EXTENT OF INDEMNITY PAYMENTS MADE, OR ADDITIONAL AMOUNTS
PAID, BY THE BORROWER UNDER THIS SECTION 2.10 WITH RESPECT TO THE INDEMNIFIED
TAXES OR OTHER TAXES GIVING RISE TO SUCH REFUND), NET OF ALL OUT-OF-POCKET
EXPENSES OF THE ADMINISTRATIVE AGENT OR SUCH LENDER AND WITHOUT INTEREST (OTHER
THAN ANY INTEREST PAID BY THE RELEVANT GOVERNMENTAL AUTHORITY WITH RESPECT TO
SUCH REFUND), PROVIDED THAT THE BORROWER, UPON THE REQUEST OF THE ADMINISTRATIVE
AGENT OR SUCH LENDER, AGREES TO REPAY THE AMOUNT PAID OVER TO THE BORROWER (PLUS
ANY PENALTIES, INTEREST OR OTHER CHARGES IMPOSED BY THE RELEVANT GOVERNMENTAL
AUTHORITY) TO THE ADMINISTRATIVE AGENT OR SUCH LENDER IN THE EVENT THE
ADMINISTRATIVE AGENT OR SUCH LENDER IS REQUIRED TO REPAY SUCH REFUND TO SUCH
GOVERNMENTAL AUTHORITY.
THIS PARAGRAPH SHALL NOT BE CONSTRUED TO REQUIRE THE
ADMINISTRATIVE AGENT OR ANY LENDER TO MAKE AVAILABLE ITS TAX RETURNS (OR ANY
OTHER INFORMATION RELATING TO ITS TAXES THAT IT DEEMS CONFIDENTIAL) TO THE
BORROWER OR ANY OTHER PERSON.
2.11.
Fees.
(1)
UNUSED LINE FEE.
UNTIL THE OBLIGATIONS HAVE BEEN PAID IN FULL AND
THE AGREEMENT TERMINATED, THE BORROWER AGREES TO PAY, ON THE FIRST DAY OF EACH
MONTH AND ON THE COMMITMENT TERMINATION DATE, TO THE ADMINISTRATIVE AGENT, FOR
THE RATABLE ACCOUNT OF THE LENDERS, AN UNUSED LINE FEE (THE "UNUSED LINE FEE")
EQUAL TO THE APPLICABLE UNUSED LINE FEE PERCENTAGE PER ANNUM ON