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 RESPECTS 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 PURSUANT
TO THIS SECTION 7.6, WHETHER OR NOT
35
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 LIBOR LOANS.
8.1
INCREASED COSTS.
(A)
IF, AFTER THE DATE
HEREOF, THE ADOPTION OF, OR ANY CHANGE IN, ANY APPLICABLE LAW, RULE OR
REGULATION, OR ANY CHANGE IN THE INTERPRETATION OR ADMINISTRATION OF ANY
APPLICABLE LAW, RULE OR REGULATION BY ANY GOVERNMENTAL AUTHORITY, CENTRAL BANK
OR COMPARABLE AGENCY CHARGED WITH THE INTERPRETATION OR ADMINISTRATION THEREOF,
OR COMPLIANCE BY ANY LENDER WITH ANY REQUEST OR DIRECTIVE (WHETHER OR NOT HAVING
THE FORCE OF LAW) OF ANY SUCH AUTHORITY, CENTRAL BANK OR COMPARABLE AGENCY:
(I) SHALL IMPOSE, MODIFY OR DEEM APPLICABLE ANY RESERVE (INCLUDING ANY RESERVE
IMPOSED BY THE FRB, BUT EXCLUDING ANY RESERVE INCLUDED IN THE DETERMINATION OF
THE LIBOR RATE PURSUANT TO SECTION 4), SPECIAL DEPOSIT OR SIMILAR REQUIREMENT
AGAINST ASSETS OF, DEPOSITS WITH OR FOR THE ACCOUNT OF, OR CREDIT EXTENDED BY
ANY LENDER; OR (II) SHALL IMPOSE ON ANY