IN THE
PRECEDING SENTENCE SHALL CERTIFY THAT SUCH LENDER IS ENTITLED TO RECEIVE
PAYMENTS UNDER THIS AGREEMENT WITHOUT DEDUCTION OR WITHHOLDING OF ANY UNITED
STATES FEDERAL INCOME TAXES, UNLESS AN EVENT (INCLUDING WITHOUT LIMITATION ANY
CHANGE IN TREATY, LAW OR REGULATION) HAS OCCURRED PRIOR TO THE DATE ON WHICH ANY
SUCH DELIVERY WOULD OTHERWISE BE REQUIRED WHICH RENDERS ALL SUCH FORMS
INAPPLICABLE OR WHICH WOULD PREVENT SUCH LENDER FROM DULY COMPLETING AND
DELIVERING ANY SUCH FORM OR AMENDMENT WITH RESPECT TO IT AND SUCH LENDER ADVISES
THE BORROWERS AND THE ADMINISTRATIVE AGENT THAT IT IS NOT CAPABLE OF RECEIVING
PAYMENTS WITHOUT ANY DEDUCTION OR WITHHOLDING OF UNITED STATES FEDERAL INCOME
TAX.
(II)
FOR ANY PERIOD DURING WHICH A NON-U.S. LENDER HAS FAILED TO
PROVIDE THE BORROWERS WITH AN APPROPRIATE FORM PURSUANT TO CLAUSE (I) ABOVE
(UNLESS SUCH FAILURE IS DUE TO A CHANGE IN TREATY, LAW OR REGULATION, OR ANY
CHANGE IN THE INTERPRETATION OR ADMINISTRATION THEREOF BY ANY GOVERNMENTAL
AUTHORITY, OCCURRING SUBSEQUENT TO THE DATE ON WHICH A FORM ORIGINALLY WAS
REQUIRED TO BE PROVIDED), SUCH NON-U.S. LENDER SHALL NOT BE ENTITLED TO THE
INCREASED PAYMENTS REFERRED TO IN THE SECOND SENTENCE OF THIS SECTION 5.7(A) OR
TO ANY OTHER INDEMNIFICATION UNDER THIS SECTION 5.7 WITH RESPECT TO TAXES
IMPOSED BY THE UNITED STATES; PROVIDED THAT, SHOULD A NON-U.S. LENDER WHICH IS
OTHERWISE EXEMPT FROM OR SUBJECT TO A REDUCED RATE OF WITHHOLDING TAX BECOME
SUBJECT TO TAXES BECAUSE OF ITS FAILURE TO DELIVER A FORM REQUIRED UNDER CLAUSE
(I) ABOVE, THE BORROWERS SHALL TAKE SUCH STEPS AS SUCH NON-U.S. LENDER SHALL
REASONABLY REQUEST (AT THE NON-U.S. LENDER'S EXPENSE) TO ASSIST SUCH NON-U.S.
LENDER TO RECOVER SUCH TAXES.
(III)
ANY LENDER THAT IS ENTITLED TO AN EXEMPTION FROM OR REDUCTION OF
WITHHOLDING TAX WITH RESPECT TO PAYMENTS UNDER THIS AGREEMENT PURSUANT TO THE
LAW OF ANY RELEVANT JURISDICTION OR ANY TREATY SHALL DELIVER TO THE BORROWERS
(WITH A COPY TO THE ADMINISTRATIVE AGENT), AT THE TIME OR TIMES PRESCRIBED BY
APPLICABLE LAW, SUCH PROPERLY COMPLETED AND EXECUTED DOCUMENTATION PRESCRIBED BY
APPLICABLE LAW AS WILL PERMIT SUCH PAYMENTS TO BE MADE WITHOUT WITHHOLDING OR AT
A REDUCED RATE.
(IV)
IF THE U.S. INTERNAL REVENUE SERVICE OR ANY OTHER GOVERNMENTAL
AUTHORITY OF THE UNITED STATES OR ANY OTHER COUNTRY OR ANY POLITICAL SUBDIVISION
THEREOF ASSERTS A CLAIM THAT THE ADMINISTRATIVE AGENT DID NOT PROPERLY WITHHOLD
TAX FROM AMOUNTS PAID TO OR FOR THE ACCOUNT OF ANY LENDER (BECAUSE THE
APPROPRIATE FORM WAS NOT DELIVERED OR PROPERLY COMPLETED, BECAUSE SUCH LENDER
FAILED TO NOTIFY THE ADMINISTRATIVE AGENT OF A CHANGE IN CIRCUMSTANCES WHICH
RENDERED ITS EXEMPTION FROM WITHHOLDING INEFFECTIVE, OR FOR ANY OTHER REASON),
SUCH LENDER SHALL INDEMNIFY THE ADMINISTRATIVE AGENT FULLY FOR ALL AMOUNTS PAID,
DIRECTLY OR INDIRECTLY, BY THE ADMINISTRATIVE AGENT AS TAX, WITHHOLDING
THEREFOR, OR OTHERWISE, INCLUDING PENALTIES AND INTEREST, AND INCLUDING TAXES
IMPOSED BY ANY JURISDICTION ON AMOUNTS PAYABLE TO THE ADMINISTRATIVE AGENT UNDER
THIS SUBSECTION, TOGETHER WITH ALL COSTS AND EXPENSES RELATED THERETO (INCLUDING
ATTORNEYS FEES AND