CONTAINED IN THIS
SECTION 6.11 SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT AND THE PAYMENT IN
FULL OF THE OBLIGATIONS.
(G)
ANY FOREIGN LENDER SHALL, ON THE DATE IT BECOMES A PARTY TO THIS
AGREEMENT (WHETHER AS AN ASSIGNEE OF AN INTEREST UNDER THIS AGREEMENT PURSUANT
TO SECTIONS 13.7(A) OR 13.7(F) OR OTHERWISE), OR UPON ANY CHANGE IN ITS LENDING
OFFICE, DELIVER TO LEAD BORROWER AND ADMINISTRATIVE AGENT:
(I) DULY COMPLETED
COPIES OF INTERNAL REVENUE SERVICE FORM W-8BEN CLAIMING EXEMPTION FROM, OR A
REDUCTION TO, WITHHOLDING TAX UNDER AN INCOME TAX TREATY, OR ANY SUCCESSOR FORM,
(II) DULY COMPLETED COPIES OF INTERNAL REVENUE SERVICE FORM W-8ECI CLAIMING
EXEMPTION FROM WITHHOLDING BECAUSE THE INCOME IS EFFECTIVELY CONNECTION WITH A
U.S. TRADE OR BUSINESS OR ANY SUCCESSOR FORM, (III) IN THE CASE OF A FOREIGN
LENDER CLAIMING THE BENEFITS OF THE EXEMPTION FOR PORTFOLIO INTEREST UNDER
SECTIONS 871(H) OR 881(C) OF THE CODE, (A) A CERTIFICATE OF THE LENDER TO THE
EFFECT THAT SUCH LENDER IS NOT A "BANK" WITHIN THE MEANING OF SECTION
881(C)(3)(A) OF THE CODE, A "10 PERCENT SHAREHOLDER" OF A BORROWER WITHIN THE
MEANING OF SECTION 881(C)(3)(B) OF THE CODE OR A "CONTROLLED FOREIGN
CORPORATION" DESCRIBED AND SECTION 881(C)(3)(C) OF THE CODE AND (B) DULY
COMPLETED COPIES OF INTERNAL REVENUE SERVICE FORM W-8BEN CLAIMING EXEMPTION FROM
WITHHOLDING UNDER THE PORTFOLIO INTEREST EXEMPTION OR ANY SUCCESSOR FORM OR (IV)
ANY OTHER APPLICABLE FORM, CERTIFICATE OR DOCUMENT PRESCRIBED BY APPLICABLE LAW
AS A BASIS FOR CLAIMING EXEMPTION FROM OR A REDUCTION IN UNITED STATES
WITHHOLDING TAX DULY COMPLETED TOGETHER WITH SUCH SUPPLEMENTARY DOCUMENTATION AS
MAY BE PRESCRIBED BY APPLICABLE LAW TO PERMIT A BORROWER TO DETERMINE THE
WITHHOLDING OR DEDUCTION REQUIRED TO BE MADE.
UNLESS LEAD BORROWER AND
ADMINISTRATIVE AGENT HAVE RECEIVED FORMS OR OTHER DOCUMENTS SATISFACTORY TO THEM
INDICATING THAT PAYMENTS HEREUNDER OR UNDER ANY OF THE OTHER FINANCING
AGREEMENTS TO OR FOR A FOREIGN LENDER ARE NOT SUBJECT TO UNITED STATES
WITHHOLDING TAX OR ARE SUBJECT TO SUCH TAX AT A RATE REDUCED BY AN APPLICABLE
TAX TREATY, BORROWERS, GUARANTORS OR ADMINISTRATIVE AGENT SHALL WITHHOLD AMOUNTS
REQUIRED TO BE WITHHELD BY APPLICABLE REQUIREMENTS OF LAW FROM SUCH PAYMENTS AT
THE APPLICABLE STATUTORY RATE.
BORROWERS AND GUARANTORS SHALL NOT BE REQUIRED
TO INDEMNIFY ANY FOREIGN LENDER OR TO PAY ANY ADDITIONAL AMOUNTS TO ANY FOREIGN
LENDER IN RESPECT OF U.S. WITHHOLDING TAX PURSUANT SECTION 6.11(B) OR 6.11(D)
ABOVE TO THE EXTENT THAT THE OBLIGATION TO PAY SUCH ADDITIONAL AMOUNTS WOULD NOT
HAVE ARISEN BUT FOR A FAILURE BY SUCH FOREIGN LENDER TO COMPLY WITH THE
PROVISIONS OF THIS SECTION 6.11(G).
SHOULD A LENDER BECOME SUBJECT TO TAXES
BECAUSE OF ITS FAILURE TO DELIVER A FORM REQUIRED HEREUNDER, BORROWERS AND
GUARANTORS SHALL, AT SUCH LENDER'S EXPENSE, TAKE SUCH STEPS AS SUCH LENDER SHALL
REASONABLY REQUEST TO ASSIST SUCH LENDER TO RECOVER SUCH TAXES.
(H)
ANY LENDER CLAIMING ANY ADDITIONAL AMOUNTS PAYABLE PURSUANT TO THIS
SECTION 6.11 SHALL USE ITS REASONABLE EFFORTS (CONSISTENT WITH ITS INTERNAL
POLICY AND LEGAL AND REGULATORY