THE
ADMINISTRATIVE AGENT FOR THE FULL AMOUNT OF TAXES OR OTHER TAXES (INCLUDING,
WITHOUT LIMITATION, ANY TAXES OR OTHER TAXES IMPOSED OR ASSERTED BY ANY
JURISDICTION ON AMOUNTS PAYABLE UNDER THIS SECTION) PAID BY SUCH LENDER OR THE
ADMINISTRATIVE AGENT (AS THE CASE MAY BE) AND ANY LIABILITY (INCLUDING
PENALTIES, INTEREST AND EXPENSES) ARISING THEREFROM OR WITH RESPECT THERETO.
THIS INDEMNIFICATION SHALL BE PAID WITHIN 30 DAYS AFTER SUCH LENDER OR THE
ADMINISTRATIVE AGENT (AS THE CASE MAY BE) MAKES DEMAND THEREFOR.
49
(D)
EACH LENDER ORGANIZED UNDER THE LAWS OF A JURISDICTION OUTSIDE THE
UNITED STATES SHALL PROVIDE THE BORROWER AND THE ADMINISTRATIVE AGENT WITH
INTERNAL REVENUE SERVICE FORM W-8BEN, W-8ECI, OR OTHER TYPE OF W-8, AS
APPROPRIATE, OR ANY SUCCESSOR FORM PRESCRIBED BY THE INTERNAL REVENUE SERVICE:
(I) ON OR PRIOR TO THE DATE OF ITS EXECUTION AND DELIVERY OF THIS AGREEMENT IN
THE CASE OF EACH LENDER LISTED ON THE SIGNATURE PAGES HEREOF AND ON OR PRIOR TO
THE DATE ON WHICH IT BECOMES A LENDER IN THE CASE OF EACH OTHER LENDER, (II)
FROM TIME TO TIME ON REASONABLE REQUEST, AND (III) AT ANY TIME THAT A CHANGE OF
CIRCUMSTANCES OCCURS THAT MAKES ANY INFORMATION ON THE FORM SO PROVIDED
INCORRECT, CERTIFYING THAT SUCH LENDER IS ENTITLED TO BENEFITS UNDER AN INCOME
TAX TREATY TO WHICH THE UNITED STATES IS A PARTY WHICH EXEMPTS SUCH LENDER FROM
UNITED STATES WITHHOLDING TAX OR REDUCES TO ZERO THE RATE OF WITHHOLDING TAX ON
PAYMENTS UNDER THIS AGREEMENT OR UNDER ANY NOTE OR CERTIFYING THAT THE INCOME
RECEIVABLE PURSUANT TO THIS AGREEMENT IS EFFECTIVELY CONNECTED WITH THE CONDUCT
OF A TRADE OR BUSINESS IN THE UNITED STATES.
FURTHER, EACH SUCH LENDER THAT IS
NOT AN EXEMPT RECIPIENT LISTED IN TREASURY REGULATION 1.6049-4(C)(1) SHALL
PROVIDE THE BORROWER AND THE ADMINISTRATIVE AGENT WITH INTERNAL REVENUE SERVICE
FORM W-8 OR W-9, AS APPROPRIATE, OR OTHER SUCCESSOR FORM PRESCRIBED BY THE
INTERNAL REVENUE SERVICE, CERTIFYING THAT IT IS EXEMPT FROM UNITED STATES
BACK-UP WITHHOLDING.
(E)
FOR ANY PERIOD WITH RESPECT TO WHICH A LENDER HAS FAILED TO
PROVIDE THE BORROWER OR THE ADMINISTRATIVE AGENT WITH THE APPROPRIATE FORMS
PURSUANT TO SECTION 8.04(D) (UNLESS SUCH FAILURE IS DUE TO A CHANGE IN TREATY,
LAW OR REGULATION OCCURRING SUBSEQUENT TO THE DATE ON WHICH SUCH FORM ORIGINALLY
WAS REQUIRED TO BE PROVIDED), SUCH LENDER SHALL NOT BE ENTITLED TO
INDEMNIFICATION UNDER SECTION 8.04(D) OR (C) WITH RESPECT TO TAXES IMPOSED BY
THE UNITED STATES; PROVIDED THAT IF A LENDER, WHICH IS OTHERWISE EXEMPT FROM OR
SUBJECT TO A REDUCED RATE OF WITHHOLDING TAX, BECOMES SUBJECT TO TAXES BECAUSE
OF ITS FAILURE TO DELIVER A FORM REQUIRED HEREUNDER, THE BORROWER SHALL TAKE
SUCH STEPS AS SUCH LENDER SHALL REASONABLY REQUEST TO ASSIST SUCH LENDER TO
RECOVER SUCH TAXES.
(F)
IF THE BORROWER IS REQUIRED TO PAY ADDITIONAL AMOUNTS TO OR FOR
THE ACCOUNT OF ANY LENDER PURSUANT TO THIS SECTION, THEN SUCH LENDER WILL CHANGE
THE JURISDICTION OF ITS APPLICABLE LENDING OFFICE IF, IN THE