LENDER OR AGENT (AS THE CASE MAY BE)
RECEIVES AN AMOUNT EQUAL TO THE SUM IT WOULD HAVE RECEIVED HAD NO SUCH
DEDUCTIONS BEEN MADE, (II) BORROWER SHALL MAKE SUCH DEDUCTIONS, (III) BORROWER
SHALL TIMELY PAY THE FULL AMOUNT DEDUCTED TO THE RELEVANT GOVERNMENTAL AUTHORITY
IN ACCORDANCE WITH APPLICABLE LAW, AND (IV) BORROWER SHALL FURNISH TO THE AGENT
THE ORIGINAL COPY OF A RECEIPT EVIDENCING PAYMENT THEREOF WITHIN THIRTY (30)
DAYS AFTER SUCH PAYMENT IS MADE.
(B)
OTHER TAXES.
IN ADDITION, BORROWER HEREBY
AGREES TO PAY ANY PRESENT OR FUTURE STAMP OR DOCUMENTARY TAXES OR ANY OTHER
EXCISE OR PROPERTY TAXES, CHARGES OR SIMILAR LEVIES AND IRREVOCABLE VALUE ADDED
TAXES WHICH ARISE FROM ANY PAYMENT MADE HEREUNDER OR UNDER ANY OTHER LOAN
DOCUMENT OR FROM THE EXECUTION, DELIVERY, ENFORCEMENT OR REGISTRATION OF,
TRANSFER OR ASSIGNMENT OR OTHERWISE WITH RESPECT TO, THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT ("OTHER TAXES").
(C)
FOREIGN LENDERS.
(I)
PRIOR TO BECOMING A LENDER UNDER THIS
AGREEMENT AND WITHIN FIFTEEN (15) DAYS AFTER A REASONABLE WRITTEN REQUEST OF
BORROWER OR AGENT FROM TIME TO TIME THEREAFTER, EACH SUCH PERSON OR LENDER THAT
IS NOT IN EACH CASE A "UNITED STATES PERSON" (AS SUCH TERM IS DEFINED IN IRC
SECTION 7701(A)(30)) FOR U.S. FEDERAL INCOME TAX PURPOSES (A "FOREIGN LENDER")
SHALL DELIVER TO EACH OF THE BORROWER AND AGENT TWO DULY COMPLETED COPIES OF
UNITED STATES IRS FORM W-8BEN, FORM W-8ECI OR FORM W-8IMY OR OTHER APPLICABLE OR
SUCCESSOR FORM, CERTIFICATE OR DOCUMENT PRESCRIBED BY THE IRS OR SUBSTITUTE
THEREFOR AS APPLICABLE, CERTIFYING SUCH FOREIGN LENDER'S ENTITLEMENT TO RECEIVE
PAYMENTS UNDER THIS AGREEMENT AND UNDER THE NOTES FREE OF ANY UNITED STATES
WITHHOLDING TAX (A "CERTIFICATE OF EXEMPTION").
EACH FOREIGN LENDER CLAIMING
EXEMPTION FROM U.S. FEDERAL WITHHOLDING TAX UNDER SECTION 871(H) OR
SECTION 881(C) OF THE IRC WITH RESPECT TO PAYMENTS OF "PORTFOLIO INTEREST"
HEREBY REPRESENTS AND WARRANTS TO BORROWER AND AGENT THAT, AS OF THE DATE THAT
IT BECAME A LENDER, SUCH FOREIGN LENDER (I) IS NOT A "BANK" WITHIN THE MEANING
OF SECTION 881(C)(3)(A) OF THE IRC, (II) IS NOT A "10 PERCENT SHAREHOLDER" OF
BORROWER WITHIN THE MEANING OF SECTION 871(H)(3)(B) OF THE IRC, AND (III) IS NOT
A CONTROLLED FOREIGN CORPORATION RECEIVING INTEREST FROM A RELATED PERSON WITHIN
THE MEANING OF SECTION 864(D)(4) OF THE IRC.
EACH FOREIGN LENDER FURTHER
UNDERTAKES TO DELIVER TO EACH OF BORROWER AND AGENT RENEWALS OR ADDITIONAL
COPIES OF SUCH CERTIFICATES OF EXEMPTION ON OR BEFORE THE DATE THAT SUCH
CERTIFICATE OF EXEMPTION EXPIRES OR BECOMES OBSOLETE AS MAY BE
17
REASONABLY REQUESTED BY BORROWER OR AGENT, AND AFTER THE OCCURRENCE OF ANY EVENT
REQUIRING A CHANGE IN THE CERTIFICATE OF EXEMPTION SO DELIVERED BY IT, SUCH
ADDITIONAL FORMS OR AMENDMENTS THERETO REFLECTING SUCH CHANGE.
ALL CERTIFICATES
OF EXEMPTION, ADDITIONAL FORMS OR AMENDMENTS THERETO DESCRIBED IN THE PRECEDING
SENTENCE SHALL CERTIFY THAT SUCH LENDER IS ENTITLED TO RECEIVE PAYMENTS UNDER
THIS AGREEMENT WITHOUT DEDUCTION OR WITHHOLDING OF ANY UNITED STATES FEDERAL
INCOME TAXES, UNLESS AN EVENT (INCLUDING