ON ACCOUNT OF UNITED STATES FEDERAL INCOME TAXES IN
CONNECTION WITH PAYMENTS UNDER THIS AGREEMENT OR ANY OF THE NOTES, 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 EVENT RENDERS ALL SUCH FORMS INAPPLICABLE OR THE EXEMPTION OR
REDUCTION TO WHICH SUCH FORMS RELATE UNAVAILABLE AND SUCH NON-U.S. LENDER
NOTIFIES THE ADMINISTRATIVE AGENT AND THE BORROWER THAT IT IS NOT ENTITLED TO
RECEIVE PAYMENTS WITHOUT OR AT A REDUCED RATE OF DEDUCTION OR WITHHOLDING OF
UNITED STATES FEDERAL INCOME TAXES. EACH SUCH NON-U.S. LENDER WILL PROMPTLY
NOTIFY THE ADMINISTRATIVE AGENT AND THE BORROWER OF ANY CHANGES IN CIRCUMSTANCES
THAT WOULD MODIFY OR RENDER INVALID ANY CLAIMED EXEMPTION OR REDUCTION. IN
ADDITION, ANY LENDER, IF REQUESTED BY THE BORROWER OR
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THE ADMINISTRATIVE AGENT, WILL DELIVER SUCH OTHER DOCUMENTATION PRESCRIBED BY
APPLICABLE LAW OR REASONABLY REQUESTED BY THE BORROWER OR THE ADMINISTRATIVE
AGENT AS WILL ENABLE THE BORROWER OR THE ADMINISTRATIVE AGENT TO DETERMINE
WHETHER OR NOT SUCH LENDER IS SUBJECT TO BACKUP WITHHOLDING OR INFORMATION
REPORTING REQUIREMENTS.
(E)
THE BORROWER SHALL NOT BE REQUIRED TO INDEMNIFY ANY NON-U.S.
LENDER, OR TO PAY ANY ADDITIONAL AMOUNTS TO ANY NON-U.S. LENDER, IN RESPECT OF
UNITED STATES FEDERAL WITHHOLDING TAX TO THE EXTENT THAT (I) THE OBLIGATION TO
WITHHOLD AMOUNTS WITH RESPECT TO UNITED STATES FEDERAL WITHHOLDING TAX EXISTED
ON THE DATE SUCH NON-U.S. LENDER BECAME A PARTY TO THIS AGREEMENT; PROVIDED,
HOWEVER, THAT THIS CLAUSE (I) SHALL NOT APPLY TO THE EXTENT THAT (Y) THE
INDEMNITY PAYMENTS OR ADDITIONAL AMOUNTS ANY LENDER WOULD BE ENTITLED TO RECEIVE
(WITHOUT REGARD TO THIS CLAUSE (I)) DO NOT EXCEED THE INDEMNITY PAYMENT OR
ADDITIONAL AMOUNTS THAT THE PERSON MAKING THE ASSIGNMENT, PARTICIPATION OR
TRANSFER TO SUCH LENDER WOULD HAVE BEEN ENTITLED TO RECEIVE IN THE ABSENCE OF
SUCH ASSIGNMENT, PARTICIPATION OR TRANSFER, OR (Z) SUCH ASSIGNMENT,
PARTICIPATION OR TRANSFER WAS REQUESTED BY THE BORROWER, (II) THE OBLIGATION TO
PAY SUCH ADDITIONAL AMOUNTS WOULD NOT HAVE ARISEN BUT FOR A FAILURE BY SUCH
NON-U.S. LENDER TO COMPLY WITH THE PROVISIONS OF SECTION 2.17(D), OR (III) ANY
OF THE REPRESENTATIONS OR CERTIFICATIONS MADE BY A NON-U.S. LENDER PURSUANT TO
SECTION 2.17(D) ARE INCORRECT AT THE TIME A PAYMENT HEREUNDER IS MADE, OTHER
THAN BY REASON OF ANY CHANGE IN TREATY, LAW OR REGULATION HAVING EFFECT AFTER
THE DATE SUCH REPRESENTATIONS OR CERTIFICATIONS WERE MADE.
(F)
AT THE BORROWER'S REQUEST AND AT THE BORROWER'S COST, EACH LENDER
SHALL TAKE REASONABLE STEPS (I) TO CONTEST SUCH LENDER'S LIABILITY FOR TAXES
THAT HAVE NOT BEEN PAID OR (II) TO SEEK A REFUND OF TAXES. NOTHING IN THIS
SECTION 2.17 SHALL OBLIGATE ANY LENDER TO DISCLOSE ANY INFORMATION REGARDING ITS
TAX AFFAIRS OR COMPUTATIONS TO THE BORROWER.
2.18
Compensation. The Borrower will compensate each Lender upon demand
for all losses, expenses and liabilities (including, without limitation, any
loss, expense or liability incurred by reason of the liquidation or reemployment