OR OTHER AUTHORITY IN ACCORDANCE
WITH APPLICABLE LAW AND (IV) THE BORROWER SHALL FURNISH TO THE ADMINISTRATIVE
AGENT, AT ITS ADDRESS REFERRED TO IN SECTION 9.01, THE ORIGINAL OR A CERTIFIED
COPY OF A RECEIPT EVIDENCING PAYMENT THEREOF.
(C)
THE BORROWER AGREES TO INDEMNIFY EACH BANK,
EACH ISSUING BANK AND THE ADMINISTRATIVE AGENT FOR THE FULL AMOUNT OF TAXES OR
OTHER TAXES (INCLUDING, WITHOUT LIMITATION, ANY TAXES OR OTHER TAXES IMPOSED OR
ASSERTED BY ANY JURISDICTION ON AMOUNTS PAYABLE UNDER THIS SECTION) PAID BY SUCH
BANK OR THE ADMINISTRATIVE AGENT (AS THE CASE MAY BE) AND ANY LIABILITY
(INCLUDING PENALTIES, INTEREST AND EXPENSES) ARISING THEREFROM OR WITH RESPECT
THERETO.
THIS INDEMNIFICATION SHALL BE PAID WITHIN 15 DAYS AFTER SUCH BANK,
ISSUING BANK OR THE ADMINISTRATIVE AGENT (AS THE CASE MAY BE) MAKES DEMAND
THEREFOR.
(D)
EACH FOREIGN BANK, ON OR PRIOR TO THE DATE
OF ITS EXECUTION AND DELIVERY OF THIS AGREEMENT IN THE CASE OF EACH BANK LISTED
ON THE SIGNATURE PAGES HEREOF AND ON OR PRIOR TO THE DATE ON WHICH IT BECOMES A
BANK IN THE CASE OF EACH OTHER BANK, AND FROM TIME TO TIME THEREAFTER IF
REQUESTED IN WRITING BY THE BORROWER (BUT ONLY SO LONG AS SUCH BANK REMAINS
LAWFULLY ABLE TO DO SO), SHALL PROVIDE THE BORROWER AND THE ADMINISTRATIVE AGENT
WITH APPLICABLE INTERNAL REVENUE SERVICE FORM, CERTIFYING THAT SUCH BANK IS
ENTITLED TO BENEFITS UNDER AN INCOME TAX TREATY TO WHICH THE UNITED STATES IS A
PARTY WHICH EXEMPTS THE BANK FROM UNITED STATES WITHHOLDING TAX OR REDUCES THE
RATE OF WITHHOLDING TAX ON PAYMENTS OF INTEREST FOR THE ACCOUNT OF SUCH BANK OR
CERTIFYING THAT THE INCOME RECEIVABLE PURSUANT TO THIS AGREEMENT IS EFFECTIVELY
CONNECTED WITH THE CONDUCT OF A TRADE OR BUSINESS IN THE UNITED STATES.
(E)
FOR ANY PERIOD WITH RESPECT TO WHICH A BANK
HAS FAILED TO PROVIDE THE BORROWER OR THE ADMINISTRATIVE AGENT WITH THE
APPROPRIATE FORM PURSUANT TO SECTION 8.04(D) (UNLESS SUCH FAILURE IS DUE TO A
CHANGE IN TREATY, LAW OR REGULATION OCCURRING SUBSEQUENT TO THE DATE ON WHICH
SUCH FORM ORIGINALLY WAS REQUIRED TO BE PROVIDED), SUCH BANK SHALL NOT BE
ENTITLED TO INDEMNIFICATION UNDER SECTION 8.04(B) OR (C) WITH RESPECT TO TAXES
IMPOSED BY THE UNITED STATES; PROVIDED THAT IF A BANK WHICH IS OTHERWISE EXEMPT
FROM OR SUBJECT TO A REDUCED RATE OF WITHHOLDING TAX, BECOMES SUBJECT TO TAXES
43
BECAUSE OF ITS FAILURE TO DELIVER A FORM REQUIRED HEREUNDER, THE BORROWER SHALL
TAKE SUCH STEPS AS SUCH BANK SHALL REASONABLY REQUEST TO ASSIST SUCH BANK TO
RECOVER SUCH TAXES.
(F)
IF THE BORROWER IS REQUIRED TO PAY
ADDITIONAL AMOUNTS TO OR FOR THE ACCOUNT OF ANY BANK PURSUANT TO THIS SECTION,
THEN SUCH BANK WILL CHANGE THE JURISDICTION OF ITS APPLICABLE LENDING OFFICE IF,
IN THE JUDGMENT OF SUCH BANK, SUCH CHANGE (I) WILL ELIMINATE OR REDUCE ANY SUCH
ADDITIONAL PAYMENT WHICH MAY THEREAFTER ACCRUE AND (II) IS NOT OTHERWISE
DISADVANTAGEOUS TO SUCH BANK.
SECTION 8.05.
BASE RATE LOANS SUBSTITUTED