THE BORROWER SHALL INDEMNIFY THE ADMINISTRATIVE AGENT AND EACH
LENDER (AS THE CASE MAY BE) FOR THE FULL AMOUNT OF TAXES AND OTHER TAXES WITH
RESPECT TO BORROWER PAYMENTS PAID BY SUCH PERSON, AND ANY LIABILITY (INCLUDING
PENALTIES, INTEREST AND EXPENSES (INCLUDING REASONABLE ATTORNEY'S FEES AND
EXPENSES)) ARISING THEREFROM OR WITH RESPECT THERETO, WHETHER OR NOT SUCH TAXES
OR OTHER TAXES WERE CORRECTLY OR LEGALLY ASSERTED BY THE RELEVANT UNITED STATES
GOVERNMENTAL AUTHORITY.
A CERTIFICATE SETTING FORTH AND CONTAINING AN
EXPLANATION IN REASONABLE DETAIL OF THE MANNER IN WHICH SUCH AMOUNT SHALL HAVE
BEEN DETERMINED AND THE AMOUNT OF SUCH PAYMENT OR LIABILITY PREPARED BY A LENDER
OR THE ADMINISTRATIVE AGENT ON THEIR BEHALF, ABSENT MANIFEST ERROR, SHALL BE
FINAL, CONCLUSIVE AND BINDING FOR ALL PURPOSES.
SUCH INDEMNIFICATION SHALL BE
MADE WITHIN 30 DAYS AFTER THE DATE THE ADMINISTRATIVE AGENT OR THE LENDER, AS
THE CASE MAY BE, MAKES WRITTEN DEMAND THEREFOR.
IF ANY TAXES OR OTHER TAXES FOR
WHICH THE ADMINISTRATIVE AGENT OR ANY LENDER HAS RECEIVED INDEMNIFICATION FROM
THE BORROWER HEREUNDER SHALL BE FINALLY DETERMINED TO HAVE BEEN INCORRECTLY OR
ILLEGALLY ASSERTED AND ARE REFUNDED TO THE ADMINISTRATIVE AGENT OR SUCH LENDER,
THE ADMINISTRATIVE AGENT OR SUCH LENDER, AS THE CASE MAY BE, SHALL PROMPTLY
FORWARD TO THE BORROWER ANY SUCH REFUNDED AMOUNT.
(D)
AS SOON AS PRACTICABLE, BUT IN ANY EVENT WITHIN 30 DAYS, AFTER THE
DATE OF ANY PAYMENT OF TAXES OR OTHER TAXES BY THE BORROWER TO THE RELEVANT
UNITED STATES GOVERNMENTAL AUTHORITY, THE BORROWER WILL DELIVER TO THE
ADMINISTRATIVE AGENT, AT ITS ADDRESS REFERRED TO IN SECTION 8.01, THE ORIGINAL
OR A CERTIFIED COPY OF A RECEIPT ISSUED BY SUCH UNITED STATES GOVERNMENTAL
AUTHORITY EVIDENCING PAYMENT THEREOF.
(E)
WITHOUT PREJUDICE TO THE SURVIVAL OF ANY OTHER AGREEMENT CONTAINED
HEREIN, THE AGREEMENTS AND OBLIGATIONS CONTAINED IN THIS SECTION 2.16 SHALL
SURVIVE THE PAYMENT IN FULL OF THE PRINCIPAL OF AND INTEREST ON ALL ADVANCES
MADE HEREUNDER.
(F)
EACH OF THE ADMINISTRATIVE AGENT AND EACH LENDER THAT IS
ORGANIZED UNDER THE LAWS OF A JURISDICTION OTHER THAN THE UNITED STATES, ANY
STATE THEREOF OR THE DISTRICT OF COLUMBIA (A "NON-U.S. PAYEE") SHALL DELIVER TO
THE BORROWER AND THE ADMINISTRATIVE AGENT TWO COPIES OF EITHER UNITED STATES
INTERNAL REVENUE SERVICE FORM W-8BEN OR FORM W-8ECI, OR APPLICABLE SUCCESSOR
FORMS, PROPERLY COMPLETED AND DULY EXECUTED BY SUCH NON-U.S. PAYEE CLAIMING
COMPLETE EXEMPTION FROM, OR REDUCED RATE OF, UNITED STATES FEDERAL WITHHOLDING
TAX ON PAYMENTS BY THE BORROWER UNDER THIS AGREEMENT.
SUCH FORMS SHALL BE
DELIVERED BY EACH NON-U.S. PAYEE ON OR BEFORE THE DATE IT BECOMES A PARTY TO
THIS AGREEMENT (OR, IN THE CASE OF ANY LENDER THAT BECOMES A PARTY TO THIS
AGREEMENT PURSUANT TO AN ASSIGNMENT AND ACCEPTANCE (A "TRANSFEREE"), ON OR PRIOR
TO THE EFFECTIVE DATE OF SUCH ASSIGNMENT AND ACCEPTANCE) AND ON OR BEFORE THE
DATE, IF ANY, SUCH NON-U.S. PAYEE CHANGES ITS APPLICABLE LENDING OFFICE BY
DESIGNATING A DIFFERENT LENDING OFFICE (A "NEW LENDING OFFICE").
IN ADDITION,
EACH NON-U.S. PAYEE SHALL DELIVER