ON AMOUNTS
PAYABLE UNDER THIS SECTION 2.15) IMPOSED ON OR PAID BY SUCH LENDER OR THE
ADMINISTRATIVE AGENT (AS THE CASE MAY BE) AND ANY LIABILITY (INCLUDING
PENALTIES, INTEREST AND EXPENSES) ARISING THEREFROM OR WITH RESPECT THERETO.
THIS INDEMNIFICATION SHALL BE MADE WITHIN 30 DAYS FROM THE DATE SUCH LENDER OR
THE ADMINISTRATIVE AGENT (AS THE CASE MAY BE) MAKES WRITTEN DEMAND THEREFOR;
PROVIDED, HOWEVER, THAT IN NO EVENT SHALL ANY SUCH INDEMNIFICATION BE DUE
EARLIER THAN FIVE BUSINESS DAYS AFTER SUCH LENDER OR THE ADMINISTRATIVE AGENT
(AS THE CASE MAY BE) HAS PAID SUCH TAXES OR OTHER TAXES; PROVIDED, FURTHER, THAT
ANY SUCH DEMAND SHALL BE ACCOMPANIED BY COPIES OF ALL WRITTEN CORRESPONDENCE TO
AND FROM THE APPLICABLE TAXING AUTHORITY RELATING TO SUCH PAYMENT AND A COPY OF
THE CALCULATION OF SUCH TAXES OR OTHER TAXES.
(D)
WITHIN 30 DAYS AFTER THE DATE OF ANY PAYMENT OF TAXES, THE
BORROWER WILL FURNISH TO THE ADMINISTRATIVE AGENT, AT ITS ADDRESS REFERRED TO IN
SECTION 8.02, THE ORIGINAL OR A CERTIFIED COPY OF A RECEIPT EVIDENCING SUCH
PAYMENT TO THE EXTENT SUCH A RECEIPT IS ISSUED THEREFOR, OR OTHER WRITTEN PROOF
OF PAYMENT THEREOF THAT IS REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT.
IN THE CASE OF ANY PAYMENT HEREUNDER, UNDER THE NOTES, ANY OTHER LOAN DOCUMENT
OR ANY OTHER DOCUMENTS TO BE DELIVERED HEREUNDER 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 ADMINISTRATIVE AGENT, AT
SUCH ADDRESS, AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE ADMINISTRATIVE
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 ORGANIZED UNDER THE LAWS OF A JURISDICTION OUTSIDE THE
UNITED STATES, ON OR PRIOR TO THE DATE OF ITS EXECUTION AND DELIVERY OF THIS
AGREEMENT IN THE CASE OF EACH LENDER PARTY TO THIS AGREEMENT AS OF THE DATE
HEREOF OR ON THE DATE OF THE ASSIGNMENT AND ACCEPTANCE PURSUANT TO WHICH IT
BECOMES A LENDER IN THE CASE OF EACH OTHER LENDER, AND FROM TIME TO TIME
THEREAFTER AS REASONABLY REQUESTED IN WRITING BY THE BORROWER (BUT ONLY SO LONG
AS SUCH LENDER REMAINS LAWFULLY ABLE TO DO SO), SHALL PROVIDE EACH OF THE
ADMINISTRATIVE AGENT AND THE BORROWER WITH TWO ORIGINAL INTERNAL REVENUE SERVICE
FORMS W-8BEN OR W-8ECI, AS APPROPRIATE, OR ANY SUCCESSOR OR OTHER FORM
PRESCRIBED BY THE INTERNAL REVENUE SERVICE, CERTIFYING THAT SUCH LENDER IS
EXEMPT FROM OR ENTITLED TO A REDUCED RATE OF UNITED STATES WITHHOLDING TAX ON
PAYMENTS PURSUANT TO THIS AGREEMENT OR THE NOTES.
IF THE FORM PROVIDED BY A
LENDER AT THE TIME SUCH LENDER FIRST