UNDER ANY OF THE LOAN DOCUMENTS.
(B)
EACH NON-US LENDER HEREBY AGREES, FROM TIME TO TIME AFTER THE
INITIAL DELIVERY BY SUCH LENDER OF SUCH FORMS, WHENEVER SO REQUESTED BY
ADMINISTRATIVE AGENT OR COMPANY AS A RESULT OF A LAPSE IN TIME OR CHANGE IN
CIRCUMSTANCES RENDERING SUCH FORMS, CERTIFICATES OR OTHER EVIDENCE SO DELIVERED
OBSOLETE OR INACCURATE IN ANY MATERIAL RESPECT, THAT SUCH LENDER SHALL PROMPTLY
(I) DELIVER TO ADMINISTRATIVE AGENT AND TO COMPANY TWO ORIGINAL COPIES OF
RENEWALS, AMENDMENTS OR ADDITIONAL OR SUCCESSOR FORMS, PROPERLY COMPLETED AND
DULY EXECUTED BY SUCH LENDER, TOGETHER WITH ANY OTHER CERTIFICATE OR STATEMENT
OF EXEMPTION REQUIRED IN ORDER TO CONFIRM OR ESTABLISH THAT SUCH LENDER IS NOT
SUBJECT TO UNITED STATES WITHHOLDING TAX WITH RESPECT TO PAYMENTS TO SUCH LENDER
UNDER THE LOAN DOCUMENTS AND, IF APPLICABLE, THAT SUCH LENDER DOES NOT ACT FOR
ITS OWN
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ACCOUNT WITH RESPECT TO ANY PORTION OF SUCH PAYMENT OR (II) NOTIFY
ADMINISTRATIVE AGENT AND COMPANY OF ITS INABILITY TO DELIVER ANY SUCH FORMS,
CERTIFICATES OR OTHER EVIDENCE.
(C)
COMPANY SHALL NOT BE REQUIRED TO PAY ANY ADDITIONAL AMOUNT TO ANY
NON-US LENDER UNDER CLAUSE (C) OF SUBSECTION 2.7B(II), (I) WITH RESPECT TO ANY
TAX REQUIRED TO BE DEDUCTED OR WITHHELD ON THE BASIS OF THE INFORMATION,
CERTIFICATES OR STATEMENTS OF EXEMPTION SUCH LENDER CHOOSES TO TRANSMIT WITH AN
INTERNAL REVENUE SERVICE FORM W-8IMY PURSUANT TO SUBSECTION 2.7B(III)(G)(II) OR
(II) IF SUCH LENDER SHALL HAVE FAILED TO SATISFY THE REQUIREMENTS OF CLAUSE (A),
(B)(I) OR (G) OF THIS SUBSECTION 2.7B(III); PROVIDED THAT IF SUCH LENDER SHALL
HAVE SATISFIED THE REQUIREMENTS OF SUBSECTION 2.7B(III)(A) ON THE DATE SUCH
LENDER BECAME A LENDER, NOTHING IN THIS SUBSECTION 2.7B(III)(C) SHALL RELIEVE
COMPANY OF ITS OBLIGATION TO PAY ANY AMOUNTS PURSUANT TO SUBSECTION 2.7B(II)(C)
IN THE EVENT THAT, AS A RESULT OF ANY SUBSEQUENT CHANGE IN ANY APPLICABLE LAW,
TREATY OR GOVERNMENTAL RULE, REGULATION OR ORDER, OR ANY CHANGE IN THE
INTERPRETATION, ADMINISTRATION OR APPLICATION THEREOF, SUCH LENDER IS NO LONGER
PROPERLY ENTITLED TO DELIVER FORMS, CERTIFICATES OR OTHER EVIDENCE AT A
SUBSEQUENT DATE ESTABLISHING THE FACT THAT SUCH LENDER IS NOT SUBJECT TO
WITHHOLDING AS DESCRIBED IN SUBSECTION 2.7B(III)(A).
(D)
EACH US LENDER SHALL DELIVER TO ADMINISTRATIVE AGENT AND TO
COMPANY, ON OR PRIOR TO THE CLOSING DATE (IN THE CASE OF EACH LENDER LISTED ON
THE SIGNATURE PAGES HEREOF) OR ON OR PRIOR TO THE DATE OF THE ASSIGNMENT
AGREEMENT PURSUANT TO WHICH IT BECOMES A LENDER (IN THE CASE OF EACH OTHER
LENDER), AND AT SUCH OTHER TIMES AS MAY BE NECESSARY IN THE DETERMINATION OF
COMPANY OR ADMINISTRATIVE AGENT (EACH IN THE REASONABLE EXERCISE OF ITS
DISCRETION), TWO ORIGINAL COPIES OF INTERNAL REVENUE SERVICE FORM W-9 (OR ANY
SUCCESSOR FORMS, OR ANY APPLICABLE, ANALOGOUS STATE, LOCAL, OR FOREIGN FORMS)
PROPERLY COMPLETED AND DULY EXECUTED BY SUCH LENDER CERTIFYING THAT SUCH LENDER
IS NOT SUBJECT TO BACKUP WITHHOLDING PRESCRIBED BY SECTION 3406 OF THE INTERNAL
REVENUE CODE (OR APPLICABLE ANALOGOUS STATE, LOCAL, OR FOREIGN LAW).