DUE TO THE APPROPRIATE TAXING AUTHORITY
OR FAILS TO REMIT TO THE ADMINISTRATIVE AGENT THE REQUIRED RECEIPTS OR OTHER
REQUIRED DOCUMENTARY EVIDENCE, THE BORROWER SHALL INDEMNIFY THE ARRANGERS, THE
AGENTS AND THE LENDERS FOR ANY INCREMENTAL TAXES, INTEREST OR PENALTIES THAT MAY
BECOME PAYABLE BY THE ARRANGERS, ANY AGENT OR ANY LENDER AS A RESULT OF ANY SUCH
FAILURE.
THE AGREEMENTS IN THIS SECTION SHALL SURVIVE THE TERMINATION OF THIS
AGREEMENT AND THE PAYMENT OF THE LOANS AND ALL OTHER AMOUNTS PAYABLE HEREUNDER.
(D)
EACH LENDER (OR TRANSFEREE) THAT IS NOT A CITIZEN OR RESIDENT OF
THE UNITED STATES OF AMERICA, A CORPORATION, PARTNERSHIP OR OTHER ENTITY CREATED
OR ORGANIZED IN OR UNDER THE LAWS OF THE UNITED STATES OF AMERICA (OR ANY
JURISDICTION THEREOF), OR ANY ESTATE OR TRUST THAT IS SUBJECT TO FEDERAL INCOME
TAXATION REGARDLESS OF THE SOURCE OF ITS INCOME (A "NON U.S. LENDER") SHALL
DELIVER TO THE BORROWER 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 SUCCESSOR FORM), OR, IN THE CASE OF A NON U.S. LENDER CLAIMING
EXEMPTION 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 G (THE "EXEMPTION CERTIFICATE") TO THE
EFFECT THAT SUCH LENDER IS ELIGIBLE FOR A COMPLETE EXEMPTION FROM WITHHOLDING OF
U.S. TAXES UNDER SECTION 871(H) OR 881(C) OF THE CODE 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 FROM, OR A REDUCED
RATE OF, U.S. FEDERAL WITHHOLDING TAX ON ALL PAYMENTS BY THE BORROWER 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 (AND
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 BORROWER AT ANY TIME IT DETERMINES THAT IT IS NO LONGER IN A POSITION TO
PROVIDE ANY PREVIOUSLY DELIVERED CERTIFICATE TO THE BORROWER (OR ANY OTHER FORM
OF CERTIFICATION ADOPTED BY THE U.S. TAXING AUTHORITIES FOR SUCH PURPOSE).
NOTWITHSTANDING ANY OTHER PROVISION OF THIS PARAGRAPH, A NON-U.S. LENDER SHALL
NOT BE REQUIRED TO DELIVER ANY FORM PURSUANT TO THIS PARAGRAPH THAT SUCH
NON-U.S. LENDER IS NOT LEGALLY ABLE TO DELIVER.
(E)
A LENDER THAT IS ENTITLED TO AN EXEMPTION FROM OR REDUCTION OF
NON-U.S. WITHHOLDING TAX UNDER THE LAW OF THE JURISDICTION IN WHICH THE BORROWER
IS LOCATED, OR ANY TREATY TO WHICH SUCH JURISDICTION IS A PARTY, WITH RESPECT TO
PAYMENTS UNDER THIS AGREEMENT SHALL DELIVER TO THE BORROWER (WITH