OR REPLACEMENT OF A
LENDER (OTHER THAN PURSUANT TO A REQUEST BY ANY BORROWER PURSUANT TO SECTION 11)
OR (IV) TO ANY WITHHOLDING TAX THAT IS IMPOSED ON AMOUNTS PAYABLE TO A FOREIGN
LENDER AT THE TIME SUCH FOREIGN LENDER BECOMES A PARTY TO THIS AGREEMENT (OR
DESIGNATES A NEW LENDING OFFICE), PROVIDED THAT (FOR PURPOSES OF THIS CLAUSE
(IV)) AT SUCH TIME NO EVENT OF DEFAULT EXISTS.
(B)
IF ANY BORROWER FAILS TO PAY ANY TAXES WHEN
DUE TO THE APPROPRIATE TAXING AUTHORITY OR FAILS TO REMIT TO ADMINISTRATIVE
AGENT, FOR THE ACCOUNT OF ADMINISTRATIVE
46
AGENT AND THE RESPECTIVE LENDERS, THE REQUIRED RECEIPTS OR OTHER REQUIRED
DOCUMENTARY EVIDENCE, BORROWERS SHALL INDEMNIFY ADMINISTRATIVE AGENT AND LENDERS
FOR ANY INCREMENTAL TAXES, INTEREST OR PENALTIES THAT MAY BECOME PAYABLE BY
ADMINISTRATIVE AGENT OR ANY LENDER AS A RESULT OF ANY SUCH FAILURE.
(C)
EACH LENDER THAT (I) IS ORGANIZED UNDER THE
LAWS OF A JURISDICTION OTHER THAN THE UNITED STATES AND (II) (A) IS A PARTY
HERETO ON THE CLOSING DATE OR (B) PURPORTS TO BECOME AN ASSIGNEE OF AN INTEREST
PURSUANT TO SECTION 11.6(A) AFTER THE CLOSING DATE (UNLESS SUCH LENDER WAS
ALREADY A LENDER HEREUNDER IMMEDIATELY PRIOR TO SUCH ASSIGNMENT) (EACH SUCH
LENDER A "FOREIGN LENDER") SHALL EXECUTE AND DELIVER TO EACH OF BORROWERS AND
ADMINISTRATIVE AGENT ONE OR MORE (AS BORROWERS OR ADMINISTRATIVE AGENT MAY
REASONABLY REQUEST) UNITED STATES INTERNAL REVENUE SERVICE FORMS W-8ECI, W-8BEN,
W-8IMY (AS APPLICABLE) AND OTHER APPLICABLE FORMS, CERTIFICATES OR DOCUMENTS
PRESCRIBED BY THE UNITED STATES INTERNAL REVENUE SERVICE OR REASONABLY REQUESTED
BY ADMINISTRATIVE AGENT CERTIFYING AS TO SUCH LENDER'S ENTITLEMENT TO A COMPLETE
EXEMPTION FROM WITHHOLDING OR DEDUCTION OF TAXES.
BORROWERS SHALL NOT BE
REQUIRED TO PAY ADDITIONAL AMOUNTS TO ANY LENDER PURSUANT TO THIS SECTION 2.8
WITH RESPECT TO UNITED STATES WITHHOLDING AND INCOME TAXES TO THE EXTENT THAT
THE OBLIGATION TO PAY SUCH ADDITIONAL AMOUNTS WOULD NOT HAVE ARISEN BUT FOR THE
FAILURE OF SUCH LENDER TO COMPLY WITH THIS PARAGRAPH OTHER THAN AS A RESULT OF A
CHANGE IN LAW.
SECTION 2.9
CAPITAL ADEQUACY.
If any Lender shall reasonably determine that the adoption or taking effect of,
or any change in, any applicable Law regarding capital adequacy, in each
instance, after the Closing Date (or, in the case of a Lender becoming a party
to this Agreement following the Closing Date, after the date on which such
Lender becomes a party hereto), or any change after the Closing Date in the
interpretation, administration or application thereof by any Governmental
Authority, central bank or comparable agency charged with the interpretation,
administration or application thereof, or the compliance by any Lender or any
Person controlling such Lender with any request, guideline or directive
regarding capital adequacy (whether or not having the force of law) of any such
Governmental Authority, central bank or comparable agency adopted or otherwise
taking effect after the Closing Date (but without duplication of amounts
required under Section 2.3(e)(v)), has or would have the effect of reducing the