maintains records for any Borrower and shall maintain supporting
documentation on media, including computer tapes and discs owned by the
Borrowers.
1.11
TAXES.
(A)
ANY AND ALL PAYMENTS BY THE BORROWERS HEREUNDER OR UNDER THE NOTES
SHALL BE MADE, IN ACCORDANCE WITH THIS SECTION 1.11, FREE AND CLEAR OF AND
WITHOUT DEDUCTION FOR ANY AND ALL PRESENT OR FUTURE TAXES. IF ANY BORROWER SHALL
BE REQUIRED BY LAW TO DEDUCT ANY TAXES FROM OR IN RESPECT OF ANY SUM PAYABLE
HEREUNDER OR UNDER THE NOTES, (I) UNLESS SUCH TAXES ARE IMPOSED AS THE RESULT OF
A DETERMINATION THAT AN APPLICABLE CERTIFICATE OF EXEMPTION (AS DEFINED IN
SECTION 1.11(C)) DID NOT ENTITLE A FOREIGN PERSON (AS DEFINED IN
SECTION 1.11(C)) TO AN EXEMPTION FROM SUCH TAXES AT THE TIME SUCH FOREIGN PERSON
BECAME A LENDER HEREUNDER, THE SUM PAYABLE SHALL BE INCREASED AS MUCH AS SHALL
BE NECESSARY SO THAT AFTER MAKING ALL REQUIRED DEDUCTIONS (INCLUDING DEDUCTIONS
APPLICABLE TO ADDITIONAL SUMS PAYABLE UNDER THIS SECTION 1.11) THE
ADMINISTRATIVE AGENT OR LENDERS, AS APPLICABLE, RECEIVE AN AMOUNT EQUAL TO THE
SUM THEY WOULD HAVE RECEIVED HAD NO SUCH DEDUCTIONS BEEN MADE, (II) SUCH
BORROWER SHALL MAKE SUCH DEDUCTIONS, AND (III) SUCH BORROWER SHALL PAY THE FULL
AMOUNT DEDUCTED TO THE RELEVANT TAXING OR OTHER AUTHORITY IN ACCORDANCE WITH
APPLICABLE LAW. AS PROMPTLY AS REASONABLY PRACTICABLE AFTER ANY SUCH PAYMENT OF
TAXES, THE BORROWERS SHALL FURNISH TO THE ADMINISTRATIVE AGENT THE ORIGINAL OR A
CERTIFIED COPY OF A RECEIPT EVIDENCING PAYMENT THEREOF.
(B)
THE BORROWERS SHALL, JOINTLY AND SEVERALLY, INDEMNIFY AND, WITHIN
TEN (10) DAYS OF DEMAND THEREFOR, PAY THE ADMINISTRATIVE AGENT AND EACH LENDER
FOR THE FULL AMOUNT OF TAXES PAID BY THE ADMINISTRATIVE AGENT OR SUCH LENDER, AS
APPROPRIATE, WITH RESPECT TO PAYMENTS RECEIVED FROM ANY BORROWER HEREUNDER AND
ANY LIABILITY (INCLUDING PENALTIES, INTEREST AND EXPENSES) ARISING THEREFROM OR
WITH RESPECT THERETO, WHETHER OR NOT SUCH TAXES WERE CORRECTLY OR LEGALLY
ASSERTED UNLESS SUCH TAXES ARE IMPOSED AS THE RESULT OF A DETERMINATION THAT
ESTABLISHES THAT AN APPLICABLE CERTIFICATE OF EXEMPTION DID NOT IN FACT ENTITLE
A FOREIGN PERSON TO AN EXEMPTION FROM SUCH TAXES AT THE TIME SUCH FOREIGN PERSON
BECAME A LENDER HEREUNDER.
(C)
EACH PERSON ORGANIZED UNDER THE LAWS OF A JURISDICTION OUTSIDE THE
UNITED STATES (A "FOREIGN PERSON") AS TO WHICH PAYMENTS TO BE MADE UNDER THIS
AGREEMENT OR UNDER THE NOTES ARE COMPLETELY EXEMPT FROM UNITED STATES
WITHHOLDING TAX UNDER AN APPLICABLE STATUTE OR TAX TREATY SHALL PROVIDE TO THE
BORROWER AGENT AND THE ADMINISTRATIVE
7
AGENT A PROPERLY COMPLETED AND EXECUTED IRS FORM W-8ECI OR FORM W-8BEN OR OTHER
APPLICABLE FORM, CERTIFICATE OR DOCUMENT PRESCRIBED BY THE IRS OR THE UNITED
STATES CERTIFYING AS TO SUCH FOREIGN PERSON'S ENTITLEMENT TO SUCH COMPLETE
EXEMPTION (A "CERTIFICATE OF EXEMPTION"). ANY FOREIGN PERSON THAT SEEKS TO
BECOME A LENDER UNDER THIS AGREEMENT SHALL PROVIDE A CERTIFICATE OF EXEMPTION TO
THE BORROWER AGENT AND THE ADMINISTRATIVE AGENT PRIOR TO BECOMING A LENDER
HEREUNDER. NO FOREIGN PERSON MAY BECOME