WILL FURNISH TO THE ADMINISTRATIVE AGENT WITHIN
45 DAYS AFTER THE DATE THE PAYMENT OF ANY TAXES (OR ANY WITHHOLDING OR DEDUCTION
ON ACCOUNT THEREOF) IS MADE, CERTIFIED COPIES OF TAX RECEIPTS, OR OTHER EVIDENCE
SATISFACTORY TO THE LENDER, EVIDENCING SUCH PAYMENT BY THE BORROWER.
THE
BORROWER WILL INDEMNIFY AND HOLD HARMLESS THE ADMINISTRATIVE AGENT AND EACH
LENDER, AND REIMBURSE THE ADMINISTRATIVE AGENT OR SUCH LENDER UPON ITS WRITTEN
REQUEST, FOR THE AMOUNT OF ANY TAXES LEVIED AGAINST, IMPOSED ON, OR PAID BY THE
ADMINISTRATIVE AGENT OR ANY LENDER WITHIN 30 DAYS OF ANY WRITTEN REQUEST
THEREFOR.
(B)
EACH LENDER THAT IS NOT INCORPORATED UNDER THE LAWS OF THE UNITED
STATES OF AMERICA OR ANY STATE THEREOF (EACH A "NON-U.S. LENDER") AGREES TO
PROVIDE TO THE BORROWER AND THE ADMINISTRATIVE AGENT ON OR PRIOR TO THE CLOSING
DATE, OR IN THE CASE OF A LENDER THAT IS AN ASSIGNEE OR TRANSFEREE OF AN
INTEREST UNDER THIS AGREEMENT PURSUANT TO SECTION 11.4 (UNLESS THE RESPECTIVE
LENDER WAS ALREADY A LENDER HEREUNDER IMMEDIATELY PRIOR TO SUCH ASSIGNMENT OR
TRANSFER AND SUCH LENDER IS IN COMPLIANCE WITH
46
THE PROVISIONS OF THIS SECTION 4.5(B)), ON THE DATE OF SUCH ASSIGNMENT OR
TRANSFER TO SUCH LENDER, AND FROM TIME TO TIME THEREAFTER IF REQUIRED BY THE
BORROWER OR THE ADMINISTRATIVE AGENT: (I) AN ACCURATE AND COMPLETE ORIGINAL
SIGNED COPY OF INTERNAL REVENUE SERVICE FORM W-8BEN, W-8ECI, W-8EXP OR W-8IMY
(OR SUCCESSOR, SUBSTITUTE OR OTHER APPROPRIATE FORM AND, IN THE CASE OF
FORM W-8IMY, ANY RELATED DOCUMENTATION NECESSARY TO ESTABLISH THE CLAIMED
EXEMPTION) CERTIFYING TO SUCH LENDER'S ENTITLEMENT TO A COMPLETE EXEMPTION FROM
U.S. WITHHOLDING TAX WITH RESPECT TO PAYMENTS TO BE MADE UNDER THIS AGREEMENT,
ANY NOTE OR ANY OTHER CREDIT DOCUMENT, AND (II) IN THE CASE OF A LENDER SEEKING
TO QUALIFY FOR THE PORTFOLIO INTEREST EXEMPTION, A CERTIFICATE IN FORM AND
SUBSTANCE ACCEPTABLE TO THE ADMINISTRATIVE AGENT (ANY SUCH CERTIFICATE, AN
"EXEMPTION CERTIFICATE") CERTIFYING TO SUCH LENDER'S ENTITLEMENT TO SUCH
EXEMPTION.
IN ADDITION, EACH LENDER AGREES THAT FROM TIME TO TIME AFTER THE
CLOSING DATE, WHEN A LAPSE IN TIME OR CHANGE IN CIRCUMSTANCES RENDERS THE
PREVIOUS CERTIFICATION OBSOLETE OR INACCURATE IN ANY MATERIAL RESPECT, IT WILL
DELIVER TO THE BORROWER AND THE ADMINISTRATIVE AGENT A NEW ACCURATE AND COMPLETE
ORIGINAL SIGNED COPY OF THE APPLICABLE INTERNAL REVENUE SERVICE FORM, INCLUDING
ANY RELATED DOCUMENTATION OR EXEMPTION CERTIFICATE, AND SUCH OTHER FORMS AS MAY
BE REQUIRED TO CONFIRM OR ESTABLISH THE ENTITLEMENT OF SUCH LENDER TO A
CONTINUED EXEMPTION FROM U.S. WITHHOLDING TAX WITH RESPECT TO PAYMENTS UNDER
THIS AGREEMENT, ANY NOTE OR ANY OTHER CREDIT DOCUMENT.
NOTWITHSTANDING ANYTHING
TO THE CONTRARY CONTAINED IN SECTION 4.5(A), BUT SUBJECT TO SECTION 11.4(C) AND
THE IMMEDIATELY SUCCEEDING SENTENCE, (X) THE BORROWER SHALL BE ENTITLED, TO THE
EXTENT IT IS REQUIRED TO DO SO BY LAW, TO DEDUCT OR WITHHOLD TAXES IMPOSED BY
THE UNITED STATES (OR ANY POLITICAL SUBDIVISION OR TAXING AUTHORITY THEREOF OR
THEREIN) FROM INTEREST, FEES OR OTHER AMOUNTS PAYABLE HEREUNDER FOR