FOR ANY REASON TO
PROVIDE THE BORROWERS WITH PROPERLY COMPLETED AND EXECUTED FORMS DEMONSTRATING
SUCH LENDER'S QUALIFICATION FOR TOTAL EXEMPTION OR REDUCTION FROM U.S.
WITHHOLDING TAX AS SET FORTH IN PARAGRAPH (D) OR (E) OF THIS SECTION (INCLUDING
A CHANGE IN CIRCUMSTANCES OF A LENDER THAT RENDERS SUCH LENDER UNABLE TO SO
QUALIFY) OR (II) THAT ARE UNITED STATES WITHHOLDING TAXES IMPOSED ON AMOUNTS
PAYABLE TO SUCH LENDER AT THE TIME SUCH LENDER BECOMES A PARTY TO THIS AGREEMENT
OR DESIGNATES A NEW LENDING OFFICE, EXCEPT (I) TO THE EXTENT THAT SUCH LENDER'S
ASSIGNOR (IF ANY) WAS ENTITLED, AT THE TIME OF ASSIGNMENT, TO RECEIVE ADDITIONAL
AMOUNTS FROM THE BORROWERS WITH RESPECT TO SUCH NON-EXCLUDED TAXES PURSUANT TO
THIS PARAGRAPH OR (II) SUCH FAILURE TO COMPLY WITH THE PROVISIONS OF SECTION
4.10(D) OR (E) IS AS A RESULT OF A CHANGE IN APPLICABLE LAW, TREATY REGULATION
OR OFFICIAL INTERPRETATION THEREOF AFTER THE DATE HEREOF (OR, IN THE CASE OF AN
ASSIGNEE, AFTER THE DATE OF ASSIGNMENT OR TRANSFER).
(B)
IN ADDITION, THE BORROWERS SHALL PAY ANY OTHER TAXES TO THE
RELEVANT GOVERNMENTAL AUTHORITY IN ACCORDANCE WITH APPLICABLE LAW.
(C)
WHENEVER ANY NON-EXCLUDED TAXES OR OTHER TAXES ARE PAYABLE BY THE
BORROWERS, AS PROMPTLY AS POSSIBLE THEREAFTER THE BORROWERS SHALL SEND TO THE
ADMINISTRATIVE AGENT FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF THE RELEVANT
AGENT OR LENDER, AS THE CASE MAY BE, A CERTIFIED COPY OF AN ORIGINAL OFFICIAL
RECEIPT RECEIVED BY THE BORROWERS SHOWING PAYMENT THEREOF.
IF THE BORROWERS
FAIL TO PAY ANY NON-EXCLUDED TAXES OR OTHER TAXES WHEN DUE TO THE APPROPRIATE
TAXING AUTHORITY OR FAIL TO REMIT TO THE ADMINISTRATIVE AGENT THE REQUIRED
RECEIPTS OR OTHER REQUIRED DOCUMENTARY EVIDENCE, THE BORROWERS SHALL INDEMNIFY
THE AGENTS AND THE LENDERS FOR ANY INCREMENTAL TAXES, INTEREST OR PENALTIES THAT
MAY BECOME PAYABLE BY ANY AGENT OR ANY LENDER AS A RESULT OF ANY SUCH FAILURE.
(D)
EACH LENDER (OR TRANSFEREE) THAT IS NOT A "U.S. PERSON" AS DEFINED
IN SECTION 7701(A)(30) OF THE CODE (A "NON-U.S. LENDER") SHALL DELIVER TO THE
BORROWERS AND THE ADMINISTRATIVE AGENT (OR, IN THE CASE OF A PARTICIPANT, TO THE
LENDER FROM WHICH THE RELATED PARTICIPATION SHALL HAVE BEEN PURCHASED) TWO
COPIES OF EITHER U.S. INTERNAL REVENUE SERVICE FORM W-8BEN OR FORM W-8ECI, OR,
IN THE CASE OF A NON-U.S. LENDER CLAIMING EXEMPTION OR A
41
REDUCED RATE OF
FROM U.S. FEDERAL WITHHOLDING TAX UNDER SECTION 871(H) OR
881(C) OF THE CODE WITH RESPECT TO PAYMENTS OF "PORTFOLIO INTEREST", A STATEMENT
SUBSTANTIALLY IN THE FORM OF EXHIBIT F AND A FORM W-8BEN, OR ANY SUBSEQUENT
VERSIONS THEREOF OR SUCCESSORS THERETO, PROPERLY COMPLETED AND DULY EXECUTED BY
SUCH NON-U.S. LENDER CLAIMING COMPLETE EXEMPTION OR REDUCTION FROM U.S. FEDERAL
WITHHOLDING TAX ON ALL PAYMENTS BY THE BORROWERS UNDER THIS AGREEMENT AND THE
OTHER LOAN DOCUMENTS.
SUCH FORMS SHALL BE DELIVERED BY EACH NON-U.S. LENDER ON
OR BEFORE THE DATE IT BECOMES A PARTY TO THIS AGREEMENT (OR, IN THE CASE OF ANY
PARTICIPANT, ON OR