OR THE ADMINISTRATIVE AGENT.
ALL FORMS OR AMENDMENTS
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 WITHOUT
LIMITATION ANY CHANGE IN TREATY, LAW OR REGULATION) 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 ADMINISTRATIVE AGENT THAT IT IS NOT CAPABLE OF
RECEIVING PAYMENTS WITHOUT ANY DEDUCTION OR WITHHOLDING OF UNITED STATES FEDERAL
INCOME TAX.
41
(V)
FOR ANY PERIOD DURING WHICH A NON-U.S.
LENDER HAS FAILED TO PROVIDE THE BORROWER WITH AN APPROPRIATE FORM PURSUANT TO
CLAUSE (IV) 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 NON-U.S. LENDER SHALL NOT BE
ENTITLED TO INDEMNIFICATION UNDER THIS SECTION 3.5 WITH RESPECT TO TAXES IMPOSED
BY THE UNITED STATES AND CLAUSE (I) OF THIS SECTION 3.5 SHALL NOT BE APPLICABLE
TO ANY PAYMENTS BY THE BORROWER TO OR FOR THE ACCOUNT OF SUCH NON-U.S. LENDER;
PROVIDED THAT, SHOULD A NON-U.S. LENDER WHICH IS OTHERWISE EXEMPT FROM OR
SUBJECT TO A REDUCED RATE OF WITHHOLDING TAX BECOME SUBJECT TO TAXES BECAUSE OF
ITS FAILURE TO DELIVER A FORM REQUIRED UNDER CLAUSE (IV) ABOVE, THE BORROWER
SHALL TAKE SUCH STEPS AS SUCH NON-U.S. LENDER SHALL REASONABLY REQUEST TO ASSIST
SUCH NON-U.S. LENDER TO RECOVER SUCH TAXES.
(VI)
ANY LENDER THAT IS ENTITLED TO AN EXEMPTION
FROM OR REDUCTION OF WITHHOLDING TAX WITH RESPECT TO PAYMENTS UNDER THIS
AGREEMENT OR ANY PROMISSORY NOTE PURSUANT TO THE LAW OF ANY RELEVANT
JURISDICTION OR ANY TREATY SHALL DELIVER TO THE BORROWER (WITH A COPY TO THE
ADMINISTRATIVE AGENT), AT THE TIME OR TIMES PRESCRIBED BY APPLICABLE LAW, SUCH
PROPERLY COMPLETED AND EXECUTED DOCUMENTATION PRESCRIBED BY APPLICABLE LAW AS
WILL PERMIT SUCH PAYMENTS TO BE MADE WITHOUT WITHHOLDING OR AT A REDUCED RATE.
(VII)
IF THE U.S. INTERNAL REVENUE SERVICE OR ANY
OTHER GOVERNMENTAL AUTHORITY OF THE UNITED STATES OR ANY OTHER COUNTRY OR ANY
POLITICAL SUBDIVISION THEREOF ASSERTS A CLAIM THAT THE ADMINISTRATIVE AGENT DID
NOT PROPERLY WITHHOLD TAX FROM AMOUNTS PAID TO OR FOR THE ACCOUNT OF ANY LENDER
(BECAUSE THE APPROPRIATE FORM WAS NOT DELIVERED OR PROPERLY COMPLETED, BECAUSE
SUCH LENDER FAILED TO NOTIFY THE ADMINISTRATIVE AGENT OF A CHANGE IN
CIRCUMSTANCES WHICH RENDERED ITS EXEMPTION FROM WITHHOLDING INEFFECTIVE, OR FOR
ANY OTHER REASON), SUCH LENDER SHALL INDEMNIFY THE ADMINISTRATIVE AGENT FULLY
FOR ALL AMOUNTS PAID, DIRECTLY OR INDIRECTLY, BY THE ADMINISTRATIVE AGENT AS
TAX, WITHHOLDING THEREFOR, OR OTHERWISE, INCLUDING PENALTIES AND INTEREST, AND
INCLUDING TAXES IMPOSED BY ANY JURISDICTION ON AMOUNTS PAYABLE