TO BE DEDUCTED OR
WITHHELD TO THE RELEVANT TAXATION OR OTHER AUTHORITY WITHIN THE TIME ALLOWED FOR
SUCH PAYMENT UNDER APPLICABLE LAW AND SHALL DELIVER TO THE LENDERS WITHIN 30
DAYS AFTER IT HAS MADE SUCH PAYMENT TO THE APPLICABLE AUTHORITY A RECEIPT ISSUED
BY SUCH AUTHORITY EVIDENCING THE PAYMENT TO SUCH AUTHORITY OF ALL AMOUNTS SO
REQUIRED TO BE DEDUCTED OR WITHHELD FROM SUCH PAYMENT.
(C)
WITHOUT PREJUDICE TO THE OTHER PROVISIONS OF THIS SECTION 4.8, IF
ANY LENDER, OR ADMINISTRATIVE AGENT ON ITS BEHALF, IS REQUIRED BY LAW TO MAKE
ANY PAYMENT ON ACCOUNT OF TAXES ON OR IN RELATION TO ANY AMOUNT RECEIVED OR
RECEIVABLE HEREUNDER OR UNDER ANY OF THE LOAN DOCUMENTS BY SUCH LENDER, OR
ADMINISTRATIVE AGENT ON ITS BEHALF, OR ANY LIABILITY FOR TAX IN RESPECT OF ANY
SUCH PAYMENT IS IMPOSED, LEVIED OR ASSESSED AGAINST ANY LENDER OR ADMINISTRATIVE
AGENT ON ITS BEHALF, BORROWERS WILL PROMPTLY, FOLLOWING RECEIPT OF THE
CERTIFICATE DESCRIBED IN THE IMMEDIATELY FOLLOWING SENTENCE, INDEMNIFY SUCH
PERSON AGAINST SUCH TAX PAYMENT OR LIABILITY, TOGETHER WITH ANY INTEREST,
PENALTIES AND EXPENSES (INCLUDING REASONABLE COUNSEL FEES AND EXPENSES) PAYABLE
OR INCURRED IN CONNECTION THEREWITH, INCLUDING ANY TAX OF ANY LENDER ARISING BY
VIRTUE OF PAYMENTS UNDER THIS SECTION 4.8(C), COMPUTED IN A MANNER CONSISTENT
WITH THIS SECTION 4.8(C).
A CERTIFICATE PREPARED IN GOOD FAITH AS TO THE AMOUNT
OF SUCH PAYMENT BY SUCH LENDER, OR ADMINISTRATIVE AGENT ON ITS BEHALF, SHOWING
CALCULATIONS THEREOF IN
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REASONABLE DETAIL, ABSENT MANIFEST ERROR, SHALL BE FINAL, CONCLUSIVE AND BINDING
UPON ALL PARTIES HERETO FOR ALL PURPOSES.
(D)
EACH LENDER THAT IS NOT A UNITED STATES PERSON (AS SUCH TERM IS
DEFINED IN SECTION 7701(A)(30) OF THE CODE) AGREES TO DELIVER TO THE FUNDS
ADMINISTRATOR AND ADMINISTRATIVE AGENT ON OR PRIOR TO THE CLOSING DATE, OR IN
THE CASE OF A LENDER THAT IS AN ASSIGNEE OF AN INTEREST UNDER THIS AGREEMENT
(UNLESS THE RESPECTIVE LENDER WAS ALREADY A LENDER HEREUNDER IMMEDIATELY PRIOR
TO SUCH ASSIGNMENT), ON THE DATE OF SUCH ASSIGNMENT TO SUCH LENDER, (I) TWO
ACCURATE AND COMPLETE ORIGINAL SIGNED COPIES OF IRS FORM W-8BEN, W-8ECI OR
W-8IMY (OR SUCCESSOR OR OTHER APPLICABLE FORMS PRESCRIBED BY THE IRS) CERTIFYING
TO SUCH LENDER'S ENTITLEMENT TO A COMPLETE EXEMPTION FROM OR REDUCED RATE OF USA
WITHHOLDING TAX ON INTEREST PAYMENTS TO BE MADE UNDER THIS AGREEMENT AND UNDER
ANY NOTE, OR (II) IF THE LENDER IS NOT A "BANK" WITHIN THE MEANING OF SECTION
881(C)(3)(A) OF THE CODE AND CANNOT DELIVER THE APPLICABLE FORM PURSUANT TO
CLAUSE (I) ABOVE, (X) A CERTIFICATE SUBSTANTIALLY IN THE FORM OF EXHIBIT 4.8(D)
(ANY SUCH CERTIFICATE, A "SECTION 4.8(D) CERTIFICATE") AND (Y) TWO ACCURATE AND
COMPLETE ORIGINAL SIGNED COPIES OF IRS FORM W-8 BEN OR W-8ECI (OR SUCCESSOR
FORM) CERTIFYING TO SUCH LENDER'S ENTITLEMENT TO A COMPLETE EXEMPTION FROM USA
WITHHOLDING TAX ON PAYMENTS OF INTEREST TO BE MADE UNDER THIS AGREEMENT AND
UNDER ANY NOTE; PROVIDED, HOWEVER, THAT NO LENDER SHALL BE REQUIRED TO DELIVER A
AN IRS