OF THE LENDER GROUP, FOR THE FULL AMOUNT OF TAXES (INCLUDING ANY TAXES
IMPOSED BY ANY JURISDICTION ON AMOUNTS PAYABLE UNDER THIS SECTION 2.10) ARISING
IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THE LOAN DOCUMENTS AND PAID
BY AGENT OR A LENDER, AS APPROPRIATE, AND ANY LIABILITY (INCLUDING PENALTIES,
INTEREST AND EXPENSES) ARISING THEREFROM OR WITH RESPECT THERETO, WHETHER OR NOT
SUCH TAXES WERE CORRECTLY OR LEGALLY ASSERTED.
(C)
EACH LENDER ORGANIZED UNDER THE LAWS OF A JURISDICTION OUTSIDE THE
UNITED STATES (A "FOREIGN LENDER") AS TO WHICH PAYMENTS TO BE MADE UNDER THIS
AGREEMENT OR UNDER THE NOTE ARE EXEMPT FROM UNITED STATES WITHHOLDING TAX UNDER
AN APPLICABLE STATUTE OR TAX TREATY SHALL PROVIDE TO BORROWERS AND AGENT A
PROPERLY COMPLETED AND EXECUTED IRS FORM W-8BEN OR FORM W-8ECI OR OTHER
APPLICABLE FORM, CERTIFICATE OR DOCUMENT PRESCRIBED BY THE IRS OR THE UNITED
STATES CERTIFYING AS TO SUCH FOREIGN LENDER'S ENTITLEMENT TO SUCH EXEMPTION (A
"CERTIFICATE OF EXEMPTION").
ANY FOREIGN PERSON THAT SEEKS TO BECOME A LENDER
UNDER THIS AGREEMENT SHALL PROVIDE A CERTIFICATE OF EXEMPTION TO BORROWERS AND
AGENT PRIOR TO BECOMING A LENDER HEREUNDER.
NO FOREIGN PERSON MAY BECOME A
LENDER HEREUNDER IF SUCH PERSON FAILS TO DELIVER A CERTIFICATE OF EXEMPTION IN
ADVANCE OF BECOMING A LENDER.
SECTION 2.11
CAPITAL ADEQUACY; INCREASED COSTS;
ILLEGALITY.
(A)
IF ANY LENDER SHALL HAVE DETERMINED THAT ANY LAW, TREATY,
GOVERNMENTAL (OR QUASI-GOVERNMENTAL) RULE, REGULATION, GUIDELINE OR ORDER
REGARDING CAPITAL ADEQUACY, RESERVE REQUIREMENTS OR SIMILAR REQUIREMENTS OR
COMPLIANCE BY ANY LENDER WITH ANY REQUEST OR DIRECTIVE REGARDING CAPITAL
ADEQUACY, RESERVE REQUIREMENTS OR SIMILAR REQUIREMENTS (WHETHER OR NOT HAVING
THE FORCE OF LAW), IN EACH CASE, ADOPTED AFTER THE CLOSING DATE, FROM ANY
CENTRAL BANK OR OTHER GOVERNMENTAL AUTHORITY MATERIALLY INCREASES OR WOULD HAVE
THE EFFECT OF MATERIALLY INCREASING THE AMOUNT OF CAPITAL, RESERVES OR OTHER
FUNDS REQUIRED TO BE MAINTAINED BY SUCH LENDER AND THEREBY REDUCING THE RATE OF
RETURN ON SUCH LENDER'S CAPITAL AS A CONSEQUENCE OF ITS OBLIGATIONS HEREUNDER,
THEN BORROWERS SHALL FROM TIME TO TIME, UPON DEMAND BY SUCH LENDER (WITH A COPY
OF SUCH DEMAND TO AGENT), PAY TO AGENT, FOR THE ACCOUNT OF SUCH LENDER,
ADDITIONAL AMOUNTS SUFFICIENT TO COMPENSATE SUCH LENDER FOR SUCH REDUCTION.
A
CERTIFICATE AS TO THE AMOUNT OF THAT REDUCTION AND SHOWING THE BASIS OF THE
COMPUTATION THEREOF SUBMITTED BY THE AFFECTED LENDER TO BORROWERS AND TO AGENT
SHALL, ABSENT MANIFEST ERROR, BE FINAL, CONCLUSIVE AND BINDING FOR ALL PURPOSES.
(B)
IF, DUE TO EITHER (I) THE INTRODUCTION OF OR ANY CHANGE IN ANY LAW
OR REGULATION (OR ANY CHANGE IN THE INTERPRETATION THEREOF), INCLUDING GAMING
LAWS OR REGULATIONS, OR (II) THE COMPLIANCE WITH ANY GUIDELINE OR REQUEST FROM
ANY CENTRAL BANK OR OTHER GOVERNMENTAL AUTHORITY (WHETHER OR NOT HAVING THE
FORCE OF LAW), IN EACH CASE ADOPTED AFTER THE CLOSING DATE, THERE SHALL BE ANY
INCREASE IN THE COST TO ANY LENDER OF AGREEING TO MAKE OR MAKING, FUNDING OR
MAINTAINING THE LOAN, THEN BORROWERS SHALL FROM TIME TO TIME, UPON