WITHOUT LIMITATION ANY CHANGE IN
TREATY, LAW OR REGULATION, OR ANY CHANGE IN THE INTERPRETATION OR ADMINISTRATION
THEREOF BY ANY GOVERNMENTAL AUTHORITY) HAS OCCURRED PRIOR TO THE DATE ON WHICH
ANY SUCH DELIVERY WOULD OTHERWISE BE REQUIRED WHICH RENDERS ALL SUCH FORMS
INAPPLICABLE OR WHICH WOULD PREVENT SUCH LENDER FROM DULY COMPLETING AND
DELIVERING ANY SUCH FORM OR AMENDMENT WITH RESPECT TO IT AND SUCH LENDER ADVISES
THE BORROWER AND THE AGENT THAT IT IS NOT CAPABLE OF RECEIVING PAYMENTS WITHOUT
ANY DEDUCTION OR WITHHOLDING OF UNITED STATES FEDERAL INCOME TAX.
(II)
FOR ANY PERIOD DURING WHICH FOREIGN LENDER
HAS FAILED TO PROVIDE BORROWER WITH AN APPROPRIATE CERTIFICATE OF EXEMPTION
PURSUANT TO CLAUSE (C)(I), ABOVE (UNLESS SUCH FAILURE IS DUE TO A CHANGE IN
TREATY, LAW OR REGULATION, OR ANY CHANGE IN THE INTERPRETATION OR ADMINISTRATION
THEREOF BY ANY GOVERNMENTAL AUTHORITY, OCCURRING SUBSEQUENT TO THE DATE ON WHICH
A FORM ORIGINALLY WAS REQUIRED TO BE PROVIDED), SUCH FOREIGN LENDER SHALL NOT BE
ENTITLED TO INDEMNIFICATION UNDER THIS SECTION 1.9 WITH RESPECT TO TAXES IMPOSED
BY THE UNITED STATES; PROVIDED THAT, SHOULD FOREIGN LENDER THAT IS OTHERWISE
EXEMPT FROM OR SUBJECT TO A REDUCED RATE OF WITHHOLDING TAX BECOME SUBJECT TO
TAXES BECAUSE OF ITS FAILURE TO DELIVER A CERTIFICATE OF EXEMPTION REQUIRED
UNDER CLAUSE (I), ABOVE, BORROWER SHALL TAKE SUCH STEPS AS SUCH FOREIGN LENDER
SHALL REASONABLY REQUEST TO ASSIST SUCH FOREIGN LENDER TO RECOVER SUCH TAXES.
(D)
[INTENTIONALLY OMITTED]
(E)
UNITED STATES LENDERS.
EACH LENDER THAT IS
A "UNITED STATES PERSON" (AS SUCH TERM IS DEFINED IN IRC SECTION 7701(A)(30))
SHALL DELIVER TO EACH OF THE BORROWER AND AGENT TWO DULY COMPLETED COPIES OF
UNITED STATES IRS FORM W-9.
(F)
BORROWER INDEMNIFICATION.
BORROWER
AGREES TO INDEMNIFY AND HOLD HARMLESS EACH LENDER AND AGENT, AND REIMBURSE EACH
SUCH LENDER OR AGENT (AS THE CASE MAY BE) UPON ITS WRITTEN REQUEST, FOR THE FULL
AMOUNT OF TAXES (INCLUDING ANY TAXES AND OTHER TAXES IMPOSED BY ANY JURISDICTION
ON AMOUNTS PAYABLE UNDER THIS SECTION 1.9) LEVIED OR IMPOSED AND PAID BY SUCH
LENDER OR AGENT (AS THE CASE MAY BE) 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 GOVERNMENTAL
AUTHORITY.
ADDITIONALLY, BORROWER AGREES TO PAY ADDITIONAL AMOUNTS AND TO
INDEMNIFY EACH LENDER (WITHOUT REGARD TO THE IDENTITY OF THE JURISDICTION
REQUIRING THE DEDUCTION OR WITHHOLDING) IN RESPECT OF ANY AMOUNTS DEDUCTED OR
WITHHELD BY IT AS DESCRIBED UNDER THIS SECTION 1.9 AS A RESULT OF ANY CHANGES
AFTER THE CLOSING DATE IN ANY APPLICABLE LAW, TREATY, GOVERNMENTAL RULE,
REGULATION, GUIDELINE OR ORDER, OR IN THE INTERPRETATION THEREOF, RELATING TO
THE DEDUCTING OR WITHHOLDING OF TAXES.
(G)
[INTENTIONALLY OMITTED].
18
(H)
LENDER INDEMNIFICATION OF AGENT. IF THE IRS
OR ANY OTHER GOVERNMENTAL AUTHORITY OF THE UNITED STATES OR ANY OTHER COUNTRY OR
ANY POLITICAL SUBDIVISION THEREOF ASSERTS A CLAIM THAT AGENT DID NOT PROPERLY