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, AND
FROM TIME TO TIME THEREAFTER IF REQUESTED IN WRITING BY BORROWER OR
ADMINISTRATIVE AGENT (BUT ONLY SO LONG AS SUCH LENDER REMAINS LAWFULLY ABLE TO
DO SO), SHALL PROVIDE BORROWER AND ADMINISTRATIVE AGENT WITH (I) INTERNAL
REVENUE SERVICE FORM 1001 OR 4224, AS APPROPRIATE, OR ANY SUCCESSOR FORM
PRESCRIBED BY THE INTERNAL REVENUE SERVICE, CERTIFYING THAT SUCH LENDER IS
ENTITLED TO BENEFITS UNDER AN INCOME TAX TREATY TO WHICH THE UNITED STATES IS A
PARTY WHICH REDUCES THE RATE OF WITHHOLDING TAX ON PAYMENTS OF INTEREST 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, (II)
INTERNAL REVENUE SERVICE FORM W-8 OR W-9, AS APPROPRIATE, OR ANY SUCCESSOR FORM
PRESCRIBED BY THE INTERNAL REVENUE SERVICE, AND (III) ANY OTHER FORM OR
CERTIFICATE REQUIRED BY ANY TAXING AUTHORITY (INCLUDING ANY CERTIFICATE REQUIRED
BY SECTIONS 871(H) AND 881(C) OF THE CODE), CERTIFYING THAT SUCH LENDER IS
ENTITLED TO AN EXEMPTION FROM OR A REDUCED RATE OF TAX ON PAYMENTS PURSUANT TO
THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS.
(E)
FOR ANY PERIOD WITH RESPECT TO WHICH A LENDER HAS FAILED TO PROVIDE
BORROWER AND ADMINISTRATIVE AGENT WITH THE APPROPRIATE FORM PURSUANT TO SECTION
4.6(D) (UNLESS SUCH FAILURE IS DUE TO A CHANGE IN LAW OCCURRING SUBSEQUENT TO
THE DATE ON WHICH A FORM ORIGINALLY WAS REQUIRED TO BE PROVIDED), SUCH LENDER
SHALL NOT BE ENTITLED TO INDEMNIFICATION UNDER SECTIONS 4.6(A) OR (B) WITH
RESPECT TO TAXES IMPOSED BY THE UNITED STATES; PROVIDED, HOWEVER, THAT SHOULD A
LENDER, WHICH IS OTHERWISE EXEMPT FROM OR SUBJECT TO A REDUCED RATE OF
WITHHOLDING TAX, BECOME SUBJECT TO TAXES (OTHER THAN EXCLUDED TAXES) BECAUSE OF
ITS FAILURE TO DELIVER A FORM REQUIRED HEREUNDER, BORROWER SHALL TAKE SUCH STEPS
AS SUCH LENDER SHALL REASONABLY REQUEST TO ASSIST SUCH LENDER TO RECOVER SUCH
TAXES.
(F)
IF BORROWER IS REQUIRED TO PAY ADDITIONAL AMOUNTS TO OR FOR THE ACCOUNT
OF ANY LENDER PURSUANT TO THIS SECTION 4.6, THEN SUCH LENDER WILL AGREE TO USE
REASONABLE EFFORTS TO CHANGE THE JURISDICTION OF ITS APPLICABLE LENDING OFFICE
SO AS TO ELIMINATE OR REDUCE ANY SUCH ADDITIONAL PAYMENT WHICH MAY THEREAFTER
ACCRUE IF SUCH CHANGE, IN THE JUDGMENT OF SUCH LENDER, IS NOT OTHERWISE
DISADVANTAGEOUS TO SUCH LENDER.
(G)
WITHOUT PREJUDICE TO THE SURVIVAL OF ANY OTHER AGREEMENT OF BORROWER
HEREUNDER, THE AGREEMENTS AND OBLIGATIONS OF BORROWER CONTAINED IN THIS SECTION
4.6 SHALL SURVIVE THE TERMINATION OF THE TOTAL COMMITMENT AND THE PAYMENT IN
FULL OF THE OBLIGATION.
SECTION 5
FEES.
5.1
Treatment of Fees.
Except as otherwise provided by Law, the fees described
in this Section 5: (a) do not constitute compensation for the use, detention, or