PAYMENT AND OF THE
REMITTANCE THEREOF TO THE RELEVANT TAXING OR OTHER AUTHORITY; PROVIDED NO SUCH
ADDITIONAL AMOUNT SHALL BE REQUIRED TO BE PAID TO ANY NON-US LENDER UNDER CLAUSE
(III) ABOVE IN RESPECT OF U.S. FEDERAL WITHHOLDING TAX IMPOSED ON AMOUNTS
PAYABLE TO A NON-US LENDER AT THE TIME SUCH NON-US LENDER BECOMES A PARTY HERETO
(OR DESIGNATES A NEW LENDING OFFICE), EXCEPT TO THE EXTENT THAT SUCH NON-US
LENDER (OR ITS ASSIGNOR, IF ANY) WAS ENTITLED, AT THE TIME OF DESIGNATION OF A
NEW LENDING OFFICE (OR ASSIGNMENT), TO RECEIVE ADDITIONAL AMOUNTS FROM ANY
CREDIT PARTY WITH RESPECT TO SUCH WITHHOLDING TAX PURSUANT TO THIS SECTION 2.19.
(C)
PAYMENT OF OTHER TAXES.
WITHOUT LIMITING THE PROVISIONS OF
PARAGRAPH (B) ABOVE, THE BORROWER SHALL TIMELY PAY OTHER TAXES TO THE RELEVANT
GOVERNMENTAL AUTHORITY IN ACCORDANCE WITH APPLICABLE LAW.
(D)
INDEMNIFICATION BY THE BORROWER.
THE BORROWER SHALL INDEMNIFY THE
ADMINISTRATIVE AGENT AND EACH LENDER, WITHIN 10 BUSINESS DAYS AFTER WRITTEN
DEMAND THEREFOR, FOR THE FULL AMOUNT OF ANY TAXES (OTHER THAN A TAX ON THE
OVERALL NET INCOME) OR OTHER TAXES (INCLUDING SUCH TAXES OR OTHER TAXES IMPOSED
OR ASSERTED ON OR ATTRIBUTABLE TO AMOUNTS PAYABLE UNDER THIS SECTION) PAYABLE BY
THE ADMINISTRATIVE AGENT OR SUCH LENDER, AS THE CASE MAY BE, AND REASONABLE
EXPENSES ARISING THEREFROM OR WITH RESPECT THERETO, WHETHER OR NOT SUCH TAXES OR
OTHER TAXES WERE CORRECTLY OR LEGALLY IMPOSED OR ASSERTED BY THE RELEVANT
GOVERNMENTAL AUTHORITY.
A CERTIFICATE AS TO THE AMOUNT OF SUCH PAYMENT OR
LIABILITY DELIVERED TO THE BORROWER BY A LENDER (WITH A COPY TO THE
ADMINISTRATIVE AGENT), OR BY THE ADMINISTRATIVE AGENT ON ITS OWN BEHALF OR ON
BEHALF OF A LENDER, SETTING FORTH IN REASONABLE DETAIL THE MANNER IN WHICH SUCH
AMOUNT WAS DETERMINED, SHALL BE CONCLUSIVE ABSENT MANIFEST ERROR.
(E)
EVIDENCE OF EXEMPTION FROM U.S. FEDERAL WITHHOLDING TAX.
TO THE
EXTENT IT IS LEGALLY ENTITLED TO DO SO: EACH LENDER THAT IS NOT A UNITED STATES
PERSON (AS SUCH TERM IS DEFINED IN SECTION 7701(A)(30) OF THE INTERNAL REVENUE
CODE) FOR U.S. FEDERAL INCOME TAX PURPOSES (A "NON-US LENDER") SHALL DELIVER TO
THE ADMINISTRATIVE AGENT FOR TRANSMISSION TO THE BORROWER, ON OR PRIOR TO THE
CLOSING DATE (IN THE CASE OF EACH LENDER LISTED ON THE SIGNATURE PAGES HEREOF ON
THE CLOSING DATE) OR ON OR PRIOR TO THE DATE OF THE ASSIGNMENT AGREEMENT
PURSUANT TO WHICH IT BECOMES A LENDER (IN THE CASE OF EACH OTHER LENDER), AND AT
SUCH OTHER TIMES AS MAY BE NECESSARY IN THE DETERMINATION OF THE BORROWER OR THE
ADMINISTRATIVE AGENT (EACH IN THE REASONABLE EXERCISE OF ITS DISCRETION), (I)
TWO ORIGINAL COPIES OF INTERNAL REVENUE SERVICE FORM W-8BEN OR W-8ECI (OR ANY
SUCCESSOR FORMS), PROPERLY COMPLETED AND DULY EXECUTED BY SUCH LENDER, AND SUCH
OTHER DOCUMENTATION REQUIRED UNDER THE INTERNAL REVENUE CODE AND REASONABLY
REQUESTED BY THE BORROWER TO ESTABLISH THAT SUCH LENDER IS NOT SUBJECT TO
DEDUCTION OR WITHHOLDING OF UNITED STATES FEDERAL INCOME TAX WITH RESPECT TO ANY
PAYMENTS TO