RECEIVE ADDITIONAL AMOUNTS FROM THE BORROWERS
WITH RESPECT TO SUCH NON-EXCLUDED TAXES PURSUANT TO THIS PARAGRAPH OR (Y) SUCH
FAILURE TO COMPLY WITH THE PROVISIONS OF SECTION 4.10(D) OR (E) IS AS A RESULT
OF A CHANGE IN APPLICABLE LAW, TREATY REGULATION OR OFFICIAL INTERPRETATION
THEREOF AFTER THE DATE HEREOF (OR, IN THE CASE OF AN ASSIGNEE, AFTER THE DATE OF
ASSIGNMENT OR TRANSFER).
(B)
IN ADDITION, THE BORROWERS SHALL PAY ANY
OTHER TAXES TO THE RELEVANT GOVERNMENTAL AUTHORITY IN ACCORDANCE WITH APPLICABLE
LAW.
(C)
WHENEVER ANY NON-EXCLUDED TAXES OR OTHER
TAXES ARE PAYABLE BY THE BORROWERS, AS PROMPTLY AS POSSIBLE THEREAFTER THE
BORROWERS SHALL SEND TO THE ADMINISTRATIVE AGENT FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF THE RELEVANT AGENT OR LENDER, AS THE CASE MAY BE, A CERTIFIED COPY OF
AN ORIGINAL OFFICIAL RECEIPT RECEIVED BY THE BORROWERS SHOWING PAYMENT THEREOF.
IF THE BORROWERS FAIL TO PAY ANY NON-EXCLUDED TAXES OR OTHER TAXES WHEN DUE TO
THE APPROPRIATE GOVERNMENTAL AUTHORITY (WHETHER OR NOT SUCH AMOUNTS ARE
CORRECTLY OR LEGALLY IMPOSED OR ASSERTED BY THE GOVERNMENTAL AUTHORITY) OR FAIL
TO REMIT TO THE ADMINISTRATIVE AGENT THE REQUIRED RECEIPTS OR OTHER REQUIRED
DOCUMENTARY EVIDENCE, THE BORROWERS SHALL INDEMNIFY THE AGENTS AND THE LENDERS
FOR ANY INCREMENTAL TAXES, INTEREST, PENALTIES OR EXPENSES THAT MAY BECOME
PAYABLE OR ARE INCURRED BY ANY AGENT OR ANY LENDER AS A RESULT OF ANY SUCH
FAILURE.
(D)
EACH LENDER (OR TRANSFEREE) THAT IS NOT A
"U.S. PERSON" AS DEFINED IN SECTION 7701(A)(30) OF THE CODE (A "NON-U.S.
LENDER") SHALL DELIVER TO THE BORROWERS AND THE ADMINISTRATIVE AGENT (OR, IN THE
CASE OF A PARTICIPANT, TO THE LENDER FROM WHICH THE RELATED PARTICIPATION SHALL
HAVE BEEN PURCHASED) TWO COPIES OF EITHER U.S. INTERNAL REVENUE SERVICE FORM
W-8BEN OR FORM W-8ECI, OR, IN THE CASE OF A NON-U.S. LENDER CLAIMING EXEMPTION
OR A REDUCED RATE OF FROM U.S. FEDERAL WITHHOLDING TAX UNDER SECTION 871(H) OR
881(C) OF THE CODE WITH RESPECT TO PAYMENTS OF "PORTFOLIO INTEREST", A STATEMENT
SUBSTANTIALLY IN THE FORM OF EXHIBIT F AND A FORM W-8BEN, OR ANY SUBSEQUENT
VERSIONS THEREOF OR SUCCESSORS THERETO, PROPERLY COMPLETED AND DULY EXECUTED BY
SUCH NON-U.S. LENDER CLAIMING COMPLETE EXEMPTION OR REDUCTION FROM U.S. FEDERAL
WITHHOLDING TAX ON ALL PAYMENTS BY THE BORROWERS UNDER THIS AGREEMENT AND THE
OTHER LOAN DOCUMENTS.
SUCH FORMS SHALL BE DELIVERED BY EACH NON-U.S. LENDER ON
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 BORROWERS
AT ANY TIME IT DETERMINES THAT IT IS NO LONGER IN A POSITION TO PROVIDE ANY
PREVIOUSLY DELIVERED CERTIFICATE TO THE BORROWERS (OR ANY OTHER FORM OF
CERTIFICATION ADOPTED BY THE U.S. TAXING AUTHORITIES FOR SUCH PURPOSE).
NOTWITHSTANDING ANY OTHER PROVISION OF THIS PARAGRAPH, A