UNDER THEN CURRENT UNITED STATES
LAWS AND REGULATIONS TO AVOID, OR SUCH EVIDENCE AS IS REASONABLY SATISFACTORY TO
THE BORROWER AND THE AGENT OF ANY AVAILABLE EXEMPTION FROM, OR REDUCTION OF,
UNITED STATES WITHHOLDING TAXES IN RESPECT OF ALL PAYMENTS TO BE MADE TO SUCH
FOREIGN LENDER BY THE BORROWER OR OTHER LOAN PARTY PURSUANT TO THIS AGREEMENT,
OR ANY OTHER LOAN DOCUMENT, IN EACH CASE, (1) ON OR BEFORE THE DATE THAT ANY
SUCH FORM, CERTIFICATE OR OTHER EVIDENCE EXPIRES OR BECOMES OBSOLETE, (2) AFTER
THE OCCURRENCE OF ANY EVENT REQUIRING A CHANGE IN THE MOST RECENT FORM,
CERTIFICATE OR EVIDENCE PREVIOUSLY DELIVERED BY IT TO THE BORROWER AND (3) FROM
TIME TO TIME THEREAFTER IF REASONABLY REQUESTED BY THE BORROWER OR THE AGENT,
AND (B) PROMPTLY NOTIFY THE BORROWER AND THE ADMINISTRATIVE AGENT OF ANY CHANGE
IN CIRCUMSTANCES WHICH WOULD MODIFY OR RENDER INVALID ANY CLAIMED EXEMPTION OR
REDUCTION.
(F) EACH LENDER, AGENT OR ISSUING BANK THAT IS A UNITED STATES PERSON, AGREES TO
COMPLETE AND DELIVER TO THE BORROWER A STATEMENT SIGNED BY AN AUTHORIZED
SIGNATORY OF THE LENDER TO THE EFFECT THAT IT IS A UNITED STATES PERSON TOGETHER
WITH A DULY COMPLETED AND EXECUTED COPY OF INTERNAL REVENUE SERVICE FORM W-9 OR
SUCCESSOR FORM.
(G) IF THE AGENT OR A LENDER DETERMINES, IN GOOD FAITH IN ITS REASONABLE SOLE
DISCRETION, THAT IT HAS RECEIVED A REFUND OF ANY INDEMNIFIED TAXES OR OTHER
TAXES AS TO WHICH IT HAS BEEN INDEMNIFIED BY A LOAN PARTY OR WITH RESPECT TO
WHICH SUCH LOAN PARTY HAS PAID ADDITIONAL AMOUNTS PURSUANT TO THIS SECTION 2.17,
IT SHALL PAY OVER SUCH REFUND TO SUCH LOAN PARTY (BUT ONLY TO THE EXTENT OF
INDEMNITY PAYMENTS MADE, OR ADDITIONAL AMOUNTS PAID, BY SUCH LOAN PARTY UNDER
THIS SECTION 2.17 WITH RESPECT TO THE TAXES OR OTHER TAXES GIVING RISE TO SUCH
REFUND), NET OF ALL OUT-OF-POCKET EXPENSES OF THE AGENT OR SUCH LENDER
(INCLUDING ANY TAXES IMPOSED WITH RESPECT TO SUCH REFUND) AS IS DETERMINED BY
THE AGENT OR SUCH LENDER IN GOOD FAITH IN ITS SOLE DISCRETION, AND WITHOUT
INTEREST (OTHER THAN ANY INTEREST PAID BY THE RELEVANT GOVERNMENTAL AUTHORITY
WITH RESPECT TO SUCH REFUND); PROVIDED, THAT SUCH LOAN PARTY, UPON THE REQUEST
OF THE AGENT OR SUCH LENDER, AGREES TO REPAY AS SOON AS REASONABLY PRACTICABLE
THE AMOUNT PAID OVER TO SUCH LOAN PARTY (PLUS ANY PENALTIES, INTEREST OR OTHER
CHARGES IMPOSED BY THE RELEVANT GOVERNMENTAL AUTHORITY) TO THE AGENT OR SUCH
LENDER IN THE EVENT THE AGENT OR SUCH LENDER IS REQUIRED TO REPAY SUCH REFUND TO
SUCH GOVERNMENTAL AUTHORITY. THIS SECTION SHALL NOT BE CONSTRUED TO REQUIRE THE
AGENT OR ANY LENDER TO MAKE AVAILABLE ITS TAX RETURNS (OR ANY OTHER INFORMATION
RELATING TO ITS TAXES WHICH IT DEEMS CONFIDENTIAL) TO SUCH LOAN PARTY OR ANY
OTHER PERSON.
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(H) IF THE BORROWER DETERMINES IN GOOD FAITH THAT A REASONABLE BASIS EXISTS FOR
CONTESTING ANY INDEMNIFIED TAXES OR OTHER TAXES FOR WHICH ADDITIONAL AMOUNTS
HAVE BEEN PAID