RESPECT TO ANY PAYMENTS TO SUCH LENDER OF INTEREST PAYABLE UNDER ANY OF THE
FINANCE DOCUMENTS.
IF ANY LENDER PROVIDES AN INTERNAL REVENUE SERVICE FORM
W-8IMY, SUCH LENDER MUST ALSO ATTACH THE ADDITIONAL DOCUMENTATION THAT MUST BE
TRANSMITTED WITH INTERNAL REVENUE SERVICE FORM W-8IMY, INCLUDING THE APPROPRIATE
FORMS DESCRIBED IN THIS CLAUSE 16.7.
61
(B)
EACH LENDER MAKING A LOAN TO U.S. BORROWER THAT IS A UNITED
STATES PERSON (AS SUCH TERM IS DEFINED IN SECTION 7701(A)(30) OF THE INTERNAL
REVENUE CODE) AND IS NOT A PERSON WHOSE NAME INDICATES THAT IT IS AN "EXEMPT
RECIPIENT" (AS SUCH TERM IS DEFINED IN SECTION 1.6049-4(C)(II) OF THE UNITED
STATES TREASURY REGULATIONS) SHALL DELIVER TO U.S. BORROWER AND THE FACILITY
AGENT ON OR PRIOR TO THE CLOSING DATE (IN THE CASE OF EACH LENDER LISTED ON THE
SIGNATURE PAGES HEREOF ON THE CLOSING DATE) OR ON OR PRIOR TO THE DATE OF THE
TRANSFER CERTIFICATE 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 U.S. BORROWER AND THE FACILITY AGENT (EACH IN THE REASONABLE EXERCISE OF ITS
DISCRETION) TWO ORIGINAL COPIES OF INTERNAL REVENUE SERVICE FORM W-9 (OR
SUCCESSOR FORMS).
(C)
EACH LENDER REQUIRED TO DELIVER ANY FORMS, CERTIFICATES OR OTHER
EVIDENCE WITH RESPECT TO UNITED STATES FEDERAL INCOME TAX WITHHOLDING MATTERS
PURSUANT TO THIS SECTION HEREBY AGREES, FROM TIME TO TIME AFTER THE INITIAL
DELIVERY BY SUCH LENDER OF SUCH FORMS, CERTIFICATES OR OTHER EVIDENCE, WHENEVER
A LAPSE IN TIME OR CHANGE IN CIRCUMSTANCES RENDERS SUCH FORMS, CERTIFICATES OR
OTHER EVIDENCE OBSOLETE OR INACCURATE IN ANY MATERIAL RESPECT, THAT SUCH LENDER
SHALL PROMPTLY DELIVER TO THE FACILITY AGENT FOR TRANSMISSION TO U.S. BORROWER
TWO NEW ORIGINAL COPIES OF INTERNAL REVENUE SERVICE FORM W-8BEN, W-8ECI, W-8IMY
OR W-9, OR A CERTIFICATE RE NON BANK STATUS AND TWO ORIGINAL COPIES OF INTERNAL
REVENUE SERVICE FORM W-8BEN OR W-8IMY (OR ANY SUCCESSOR FORM), AS THE CASE MAY
BE, PROPERLY COMPLETED AND DULY EXECUTED BY SUCH LENDER, AND SUCH OTHER
DOCUMENTATION REQUIRED UNDER THE INTERNAL REVENUE CODE OR REASONABLY REQUESTED
BY U.S. BORROWER TO CONFIRM OR ESTABLISH THAT SUCH LENDER IS NOT SUBJECT TO
DEDUCTION OR WITHHOLDING OF UNITED STATES FEDERAL INCOME TAX WITH RESPECT TO
PAYMENTS TO SUCH LENDER UNDER THE FINANCE DOCUMENTS, OR NOTIFY THE FACILITY
AGENT AND U.S. BORROWER OF ITS INABILITY TO DELIVER ANY SUCH FORMS, CERTIFICATES
OR OTHER EVIDENCE.
16.8
GERMAN BORROWERS
(A)
THE FACILITY AGENT AND EACH OF THE ORIGINAL LENDERS UNDERTAKE TO
DELIVER TO EACH GERMAN BORROWER AS SOON AS REASONABLY PRACTICABLE AFTER THE
FACILITIES HAVE BEEN MADE AVAILABLE TO SUCH GERMAN BORROWER AND SUBJECT TO
COMPLIANCE BY THE GERMAN BORROWERS WITH PARAGRAPH (C) BELOW, A COMPLETE LETTER
IN THE FORM OF THE SAMPLE BACK-TO-BACK CERTIFICATE AS PUBLISHED BY THE GERMAN
FEDERAL MINISTRY OF FINANCE (BUNDESFINANZMINISTERIUM) ON 20 OCTOBER 2005 (IV B7
- S2742A - 43/05) AS ATTACHED AS SCHEDULE 14 (FORM OF CERTIFICATE), OR IN THE
FORM OF