LOAN DOCUMENT,
THEN, IN ANY SUCH CASE, BORROWER SHALL PROMPTLY PAY TO AGENT OR SUCH LENDER,
UPON ITS DEMAND, ANY ADDITIONAL AMOUNTS NECESSARY TO COMPENSATE AGENT OR SUCH
LENDER, ON AN AFTER-TAX BASIS, FOR SUCH ADDITIONAL COST OR REDUCED AMOUNT
RECEIVABLE, AS DETERMINED BY AGENT OR SUCH LENDER WITH RESPECT TO THIS AGREEMENT
OR THE OTHER LOAN DOCUMENTS.
IF AGENT OR SUCH LENDER BECOMES ENTITLED TO CLAIM
ANY ADDITIONAL AMOUNTS PURSUANT TO THIS SECTION 1.9(B), IT SHALL PROMPTLY NOTIFY
BORROWER OF THE EVENT BY REASON OF WHICH AGENT OR SUCH LENDER HAS BECOME SO
ENTITLED WITHIN 90 DAYS OF SUCH EVENT.
A CERTIFICATE AS TO ANY ADDITIONAL
AMOUNTS PAYABLE PURSUANT TO THE FOREGOING SENTENCE SUBMITTED BY AGENT OR SUCH
LENDER TO BORROWER (WITH A COPY TO AGENT, IF APPLICABLE) SHALL, ABSENT MANIFEST
ERROR, BE FINAL, CONCLUSIVE AND BINDING FOR ALL PURPOSES.
(C)
FOREIGN LENDERS.
PRIOR TO BECOMING A LENDER UNDER THIS AGREEMENT ON
OR PRIOR TO THE DATE ON WHICH ANY SUCH FORM OR CERTIFICATION EXPIRES OR BECOMES
OBSOLETE, AFTER THE
22
OCCURRENCE OF ANY EVENT REQUIRING A CHANGE IN THE MOST RECENT FORM OR
CERTIFICATION PREVIOUSLY DELIVERED BY IT PURSUANT TO THIS CLAUSE AND WITHIN
FIFTEEN (15) DAYS AFTER A REASONABLE WRITTEN REQUEST OF BORROWER OR AGENT (OR IN
THE CASE OF AN SPV OR A PARTICIPATION, THE RELEVANT LENDER) FROM TIME TO TIME
THEREAFTER, EACH SUCH PERSON OR LENDER THAT IS NOT IN EACH CASE A "UNITED STATES
PERSON" (AS SUCH TERM IS DEFINED IN IRC SECTION 7701(A)(30)) FOR U.S. FEDERAL
INCOME TAX PURPOSES (A "FOREIGN LENDER") SHALL PROVIDE TO BORROWER AND AGENT
(AND IN THE CASE OF AN SPV OR A PARTICIPATION, THE RELEVANT LENDER), IF IT IS
LEGALLY ENTITLED TO, TWO COMPLETED ORIGINALS OF EACH OF THE FOLLOWING, AS
APPLICABLE:
(A) FORMS W-8ECI (CLAIMING EXEMPTION FROM U.S. WITHHOLDING TAX
BECAUSE THE INCOME IS EFFECTIVELY CONNECTED WITH A U.S. TRADE OR BUSINESS),
W-8BEN (CLAIMING EXEMPTION FROM, OR A REDUCTION OF, U.S. WITHHOLDING TAX UNDER
AN INCOME TAX TREATY) AND/OR W-8IMY OR ANY SUCCESSOR FORMS, (B) IN THE CASE OF A
FOREIGN LENDER CLAIMING EXEMPTION UNDER SECTIONS 871(H) OR 881(C) OF THE CODE,
FORM W-8BEN (CLAIMING EXEMPTION FROM U.S. WITHHOLDING TAX UNDER THE PORTFOLIO
INTEREST EXEMPTION) OR ANY SUCCESSOR FORM AND A CERTIFICATE IN FORM AND
SUBSTANCE ACCEPTABLE TO AGENT THAT SUCH FOREIGN LENDER IS NOT (1) A "BANK"
WITHIN THE MEANING OF SECTION 881(C)(3)(A) OF THE CODE, (2) A "10 PERCENT
SHAREHOLDER" OF BORROWER WITHIN THE MEANING OF SECTION 881(C)(3)(B) OF THE CODE
OR (3) A "CONTROLLED FOREIGN CORPORATION" DESCRIBED IN SECTION 881(C)(3)(C) OF
THE CODE OR (C) ANY OTHER APPLICABLE DOCUMENT PRESCRIBED BY THE IRS CERTIFYING
AS TO THE ENTITLEMENT OF SUCH FOREIGN LENDER TO SUCH EXEMPTION FROM UNITED
STATES WITHHOLDING TAX OR REDUCED RATE WITH RESPECT TO ALL PAYMENTS TO BE MADE
TO SUCH FOREIGN LENDER UNDER THE LOAN DOCUMENTS (A "CERTIFICATE OF EXEMPTION").
IF A FOREIGN LENDER IS ENTITLED TO AN EXEMPTION WITH RESPECT TO PAYMENTS TO BE
MADE TO SUCH FOREIGN LENDER