INCREASED COST IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY OR
PARTICIPATIONS HEREIN; AND THE RESULT OF ANY OF THE FOREGOING IS TO INCREASE THE
COST TO AGENT OR ANY SUCH LENDER OF ISSUING OR MAINTAINING ANY LETTER OF CREDIT
OR MAKING OR CONTINUING ANY LOAN HEREUNDER, AS THE CASE MAY BE, OR TO REDUCE ANY
AMOUNT RECEIVABLE HEREUNDER OR UNDER ANY OTHER 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
18
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
AND WITHIN FIFTEEN (15) DAYS AFTER A REASONABLE WRITTEN REQUEST OF BORROWER OR
AGENT 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, IF IT IS LEGALLY ENTITLED TO, A PROPERLY
COMPLETED AND EXECUTED IRS FORM W-8BEN OR FORM W-8ECI OR OTHER APPLICABLE FORM,
CERTIFI­CATE OR DOCUMENT PRESCRIBED BY THE IRS OF THE UNITED STATES CERTIFYING
AS TO SUCH FOREIGN LENDER'S ENTITLEMENT TO SUCH EXEMPTION WITH RESPECT TO
PAYMENTS TO BE MADE TO SUCH FOREIGN LENDER UNDER THIS AGREEMENT AND UNDER THE
NOTES (A "CERTIFICATE OF EXEMPTION").
IF A FOREIGN LENDER IS ENTITLED TO AN
EXEMPTION WITH RESPECT TO PAYMENTS TO BE MADE TO SUCH FOREIGN LENDER UNDER THIS
AGREEMENT AND DOES NOT PROVIDE A CERTIFICATE OF EXEMPTION TO BORROWER AND AGENT
WITHIN THE TIME PERIODS SET FORTH IN THE PRECEDING SENTENCE, BORROWER SHALL
WITHHOLD TAXES FROM PAYMENTS TO SUCH FOREIGN LENDER AT THE APPLICABLE STATUTORY
RATES AND BORROWER SHALL NOT BE REQUIRED TO PAY ANY ADDITIONAL AMOUNTS AS A
RESULT OF SUCH WITHHOLDING, PROVIDED THAT ALL SUCH WITHHOLDING SHALL CEASE UPON
DELIVERY BY SUCH FOREIGN LENDER OF A CERTIFICATE OF EXEMPTION TO BORROWER AND
AGENT.
1.10
EFFECT OF AMENDMENT AND RESTATEMENT; CLOSING DATE ASSIGNMENTS.
(A)
THIS AGREEMENT AMENDS AND RESTATES IN ITS ENTIRETY THE EXISTING
CREDIT AGREEMENT AND, UPON EFFECTIVENESS OF THIS AGREEMENT, THE TERMS AND
PROVISIONS OF THE EXISTING CREDIT AGREEMENT SHALL, SUBJECT TO THIS SECTION 1.10,
BE SUPERSEDED HEREBY.
ALL REFERENCES TO "CREDIT AGREEMENT" CONTAINED IN THE
LOAN DOCUMENTS DELIVERED IN CONNECTION WITH THE EXISTING CREDIT