COMPLETE ORIGINAL SIGNED COPIES OF
IRS FORM W-8BEN) A CERTIFICATE IN FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO
ADMINISTRATIVE AGENT (ANY SUCH CERTIFICATE, A "WITHHOLDING CERTIFICATE").
IN
ADDITION, EACH LENDER THAT IS A NON-U.S. PARTICIPANT
AGREES THAT FROM TIME TO
TIME AFTER THE CLOSING DATE, (OR IN THE CASE OF A LENDER THAT IS AN ASSIGNEE,
AFTER THE DATE OF THE ASSIGNMENT TO SUCH LENDER), WHEN A LAPSE IN TIME (OR
CHANGE IN CIRCUMSTANCES OCCURS) RENDERS THE PRIOR CERTIFICATES HEREUNDER
OBSOLETE OR INACCURATE IN ANY MATERIAL RESPECT, SUCH LENDER SHALL, TO THE EXTENT
PERMITTED UNDER APPLICABLE LAW, DELIVER TO THE COMPANY AND THE ADMINISTRATIVE
AGENT TWO NEW AND ACCURATE AND COMPLETE ORIGINAL SIGNED COPIES OF AN IRS FORM
W-8BEN, W-8ECI, OR W-8IMY (OR ANY SUCCESSOR OR OTHER APPLICABLE FORMS PRESCRIBED
BY THE IRS), AND IF APPLICABLE, A NEW WITHHOLDING CERTIFICATE, TO CONFIRM OR
ESTABLISH THE ENTITLEMENT OF SUCH LENDER OR THE ADMINISTRATIVE AGENT TO AN
EXEMPTION FROM, OR REDUCTION IN, UNITED STATES WITHHOLDING TAX ON INTEREST
PAYMENTS TO BE MADE HEREUNDER OR ANY LOAN.
(II)
EACH LENDER THAT IS NOT A NON-U.S. PARTICIPANT (OTHER THAN ANY
SUCH LENDER WHICH IS TAXED AS A CORPORATION FOR U.S. FEDERAL INCOME TAX
PURPOSES) SHALL PROVIDE TWO PROPERLY COMPLETED AND DULY EXECUTED COPIES OF IRS
FORM W-9 (OR ANY SUCCESSOR OR OTHER APPLICABLE FORM) TO THE COMPANY AND THE
ADMINISTRATIVE AGENT CERTIFYING THAT SUCH LENDER IS EXEMPT FROM UNITED STATES
BACKUP WITHHOLDING TAX.
TO THE EXTENT THAT A FORM PROVIDED PURSUANT TO THIS
SECTION 7.6(D)(II) IS RENDERED OBSOLETE OR INACCURATE IN ANY MATERIAL RESPECT AS
RESULT OF CHANGE IN CIRCUMSTANCES WITH RESPECT TO THE STATUS OF A LENDER, SUCH
LENDER SHALL, TO THE EXTENT PERMITTED BY APPLICABLE LAW, DELIVER TO THE COMPANY
AND THE ADMINISTRATIVE AGENT REVISED FORMS NECESSARY TO CONFIRM OR ESTABLISH THE
ENTITLEMENT TO SUCH LENDER'S OR AGENT'S EXEMPTION FROM UNITED STATES BACKUP
WITHHOLDING TAX.
(III)
THE COMPANY SHALL NOT BE REQUIRED TO PAY ADDITIONAL AMOUNTS TO A
LENDER, OR INDEMNIFY ANY LENDER, UNDER THIS SECTION 7.6 TO THE EXTENT THAT SUCH
OBLIGATIONS WOULD NOT HAVE ARISEN BUT FOR THE FAILURE OF SUCH LENDER TO COMPLY
WITH SECTION 7.6(D).
(IV)
EACH LENDER AGREES TO INDEMNIFY THE ADMINISTRATIVE AGENT AND HOLD
THE ADMINISTRATIVE AGENT HARMLESS FOR THE FULL AMOUNT OF ANY AND ALL PRESENT OR
FUTURE TAXES AND RELATED LIABILITIES (INCLUDING PENALTIES, INTEREST, ADDITIONS
TO TAX AND EXPENSES, AND ANY TAXES IMPOSED BY ANY JURISDICTION ON AMOUNTS
PAYABLE TO THE ADMINISTRATIVE AGENT UNDER THIS SECTION 7.6) WHICH ARE IMPOSED ON
OR WITH RESPECT TO PRINCIPAL, INTEREST OR FEES PAYABLE TO SUCH LENDER HEREUNDER
AND WHICH ARE NOT PAID BY THE COMPANY
31
PURSUANT TO THIS SECTION 7.6, WHETHER OR NOT SUCH TAXES OR RELATED LIABILITIES
WERE CORRECTLY OR LEGALLY ASSERTED.
THIS INDEMNIFICATION SHALL BE MADE WITHIN
30 DAYS FROM THE DATE THE ADMINISTRATIVE AGENT MAKES WRITTEN DEMAND THEREFOR.
SECTION 8
INCREASED COSTS; SPECIAL PROVISIONS
FOR EUROCURRENCY RATE LOANS.
8.1
INCREASED COSTS.
(A)
IF, AFTER THE DATE HEREOF, THE ADOPTION OF,
OR ANY CHANGE