POSITION TO
PROVIDE ANY PREVIOUSLY DELIVERED CERTIFICATE TO THE BORROWER (OR ANY OTHER FORM
OF CERTIFICATION ADOPTED BY THE U.S. TAXING AUTHORITIES FOR SUCH PURPOSE).
NOTWITHSTANDING ANY OTHER PROVISION OF THIS PARAGRAPH, A NON-U.S. LENDER SHALL
NOT BE REQUIRED TO DELIVER ANY FORM PURSUANT TO THIS PARAGRAPH THAT SUCH
NON-U.S. LENDER IS NOT LEGALLY ABLE TO DELIVER.
IF ANY NON-U.S. LENDER PROVIDES
A FORM W-8IMY, SUCH NON-U.S. LENDER MUST ALSO ATTACH THE ADDITIONAL
DOCUMENTATION THAT MUST BE TRANSMITTED WITH FORM W-8IMY, INCLUDING THE
APPROPRIATE FORMS DESCRIBED IN THIS SECTION 2.17(D).
A CONDUIT LENDER SHALL
PROVIDE TWO COPIES OF THE APPROPRIATE WITHHOLDING STATEMENTS FOR ALL
PARTICIPANTS AND PARTIES TO A POTENTIAL CONDUIT FINANCING ARRANGEMENT TO THE
BORROWER AND THE ADMINISTRATIVE AGENT ON OR BEFORE THE DATE OF COMMENCEMENT OF
THE POTENTIAL CONDUIT FINANCING ARRANGEMENT.
A-11
(E)
A LENDER THAT IS ENTITLED TO AN EXEMPTION
FROM OR REDUCTION OF NON-U.S. WITHHOLDING TAX UNDER THE LAW OF THE JURISDICTION
IN WHICH THE BORROWER IS LOCATED, OR ANY TREATY TO WHICH SUCH JURISDICTION IS A
PARTY, WITH RESPECT TO PAYMENTS UNDER THIS AGREEMENT SHALL DELIVER TO THE
BORROWER (WITH A COPY TO THE ADMINISTRATIVE AGENT), AT THE TIME OR TIMES
PRESCRIBED BY APPLICABLE LAW OR REASONABLY REQUESTED BY THE BORROWER, 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,
PROVIDED THAT SUCH LENDER IS LEGALLY ENTITLED TO COMPLETE, EXECUTE AND DELIVER
SUCH DOCUMENTATION AND IN SUCH LENDER'S REASONABLE JUDGMENT SUCH COMPLETION,
EXECUTION OR SUBMISSION WOULD NOT MATERIALLY PREJUDICE THE LEGAL POSITION OF
SUCH LENDER.
(F)
IF THE ADMINISTRATIVE AGENT OR ANY LENDER
RECEIVES A REFUND IN RESPECT OF NON-EXCLUDED TAXES OR OTHER TAXES PAID BY THE
BORROWER, WHICH IN THE GOOD FAITH JUDGMENT OF SUCH LENDER IS ALLOCABLE TO SUCH
PAYMENT, IT SHALL PROMPTLY PAY SUCH REFUND, TOGETHER WITH ANY OTHER AMOUNTS PAID
BY THE BORROWER IN CONNECTION WITH SUCH REFUNDED NON-EXCLUDED TAXES OR OTHER
TAXES, TO THE BORROWER, NET OF ALL OUT-OF-POCKET EXPENSES OF SUCH LENDER
INCURRED IN OBTAINING SUCH REFUND, PROVIDED, HOWEVER, THAT THE BORROWER AGREES
TO PROMPTLY RETURN SUCH REFUND TO THE ADMINISTRATIVE AGENT OR THE APPLICABLE
LENDER, AS THE CASE MAY BE, IF IT RECEIVES NOTICE FROM THE ADMINISTRATIVE AGENT
OR APPLICABLE LENDER THAT THE ADMINISTRATIVE AGENT OR SUCH LENDER IS REQUIRED TO
REPAY SUCH REFUND.
(G)
NO CONDUIT LENDER OR OTHER PARTICIPANT IN A
POTENTIAL CONDUIT FINANCING ARRANGEMENT SHALL BE ENTITLED TO RECEIVE ANY GREATER
AMOUNT PURSUANT TO SECTION 2.17 THAN THE FINANCING ENTITY (AS DEFINED IN TREAS.
REG. § 1.881-3(A)(2)) WOULD BE ENTITLED TO RECEIVE PURSUANT TO SECTION 2.17.
2.18
INDEMNITY.
THE BORROWER AGREES TO INDEMNIFY EACH
LENDER FOR AND TO HOLD EACH LENDER HARMLESS FROM ANY LOSS OR EXPENSE THAT SUCH
LENDER MAY REASONABLY SUSTAIN OR INCUR AS A CONSEQUENCE OF (A) DEFAULT BY THE
BORROWER IN MAKING A BORROWING OF, CONVERSION INTO OR CONTINUATION OF EURODOLLAR
LOANS AFTER THE BORROWER HAS GIVEN A NOTICE REQUESTING THE SAME IN ACCORDANCE