(EXCEPT AS
SUCH ARE ATTRIBUTABLE TO THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY
LENDER OR THE AGENT) WITH RESPECT THERETO. PAYMENTS ON THIS INDEMNIFICATION
SHALL BE MADE WITHIN 30 DAYS FROM THE DATE SUCH LENDER OR THE AGENT MAKES
WRITTEN DEMAND THEREFOR, PROVIDED THAT SUCH LENDER OR THE AGENT, AS THE CASE MAY
BE, SHALL HAVE PROVIDED THE BORROWER WITH EVIDENCE REASONABLY SATISFACTORY TO
THE BORROWER OF PAYMENT OF SUCH TAX OR OTHER TAX.
(D)
WITHIN 30 DAYS AFTER THE DATE OF ANY PAYMENT
OF TAXES, THE BORROWER SHALL FURNISH TO THE AGENT, AT ITS ADDRESS REFERRED TO ON
THE SIGNATURE PAGE HEREOF, A CERTIFIED COPY OF A RECEIPT EVIDENCING PAYMENT
THEREOF.
IN THE CASE OF ANY PAYMENT HEREUNDER OR UNDER THE NOTES BY OR ON
BEHALF OF THE BORROWER THROUGH AN ACCOUNT OR BRANCH OUTSIDE THE UNITED STATES OR
BY OR ON BEHALF OF THE BORROWER BY A PAYOR THAT IS NOT A UNITED STATES PERSON,
IF THE BORROWER DETERMINES THAT NO TAXES ARE PAYABLE IN RESPECT THEREOF, THE
BORROWER SHALL FURNISH OR SHALL CAUSE SUCH PAYOR TO FURNISH TO THE AGENT, AT
SUCH ADDRESS, AN OPINION OF COUNSEL ACCEPTABLE TO THE AGENT STATING THAT SUCH
PAYMENT IS EXEMPT FROM TAXES. FOR PURPOSES OF THIS SUBSECTION (D) AND SUBSECTION
(E), THE TERMS "UNITED STATES" AND "UNITED STATES PERSON" SHALL HAVE THE
MEANINGS SPECIFIED IN SECTION 7701 OF THE CODE.
(E)
EACH LENDER, AS OF THE DATE IT BECOMES A
PARTY HERETO AND AS OF THE DATE ON WHICH IT CHANGES ITS APPLICABLE LENDING
OFFICE, REPRESENTS TO THE BORROWER AND THE AGENT THAT IT IS EITHER (I) AN ENTITY
ORGANIZED UNDER THE LAWS OF THE UNITED STATES OR ANY STATE THEREOF OR (II) IS
ENTITLED TO COMPLETE EXEMPTION FROM UNITED STATES WITHHOLDING TAX IMPOSED ON OR
WITH RESPECT TO ANY PAYMENTS, INCLUDING FEES, TO BE MADE PURSUANT TO THIS
AGREEMENT (X) UNDER AN APPLICABLE PROVISION OF A TAX CONVENTION TO WHICH THE
UNITED STATES IS A PARTY OR (Y) BECAUSE IT IS ACTING THROUGH A BRANCH, AGENCY OR
OFFICE IN THE UNITED STATES AND ANY PAYMENT TO BE RECEIVED BY IT HEREUNDER IS
EFFECTIVELY CONNECTED WITH A TRADE OR BUSINESS IN THE UNITED STATES. EACH LENDER
THAT IS NOT A UNITED STATES PERSON (AS SUCH TERM IS DEFINED IN
SECTION 7701(A)(30) OF THE CODE) SHALL SUBMIT TO THE BORROWER AND THE AGENT, ON
OR BEFORE THE DAY ON WHICH SUCH LENDER BECOMES A LENDER, A DULY COMPLETED AND
SIGNED COPY OF EITHER FORM W-8BEN WITH PART II COMPLETED OR FORM W-8ECI OF THE
UNITED STATES INTERNAL REVENUE SERVICE. FORM W-8BEN SHALL INCLUDE THE FOREIGN
LENDER'S UNITED STATES TAXPAYER IDENTIFICATION NUMBER IF REQUIRED UNDER THE
CURRENT REGULATIONS TO CLAIM EXEMPTION FROM WITHHOLDING PURSUANT TO A TAX
CONVENTION. THEREAFTER AND FROM TIME TO TIME, EACH SUCH LENDER SHALL SUBMIT TO
THE BORROWER AND THE AGENT SUCH ADDITIONAL DULY COMPLETED AND SIGNED COPIES OF
ONE OR THE OTHER OF SUCH FORMS (OR SUCH SUCCESSOR FORMS AS SHALL BE ADOPTED FROM
TIME TO