WHATSOEVER WITH RESPECT TO THIS AGREEMENT, OR ANY OTHER LOAN DOCUMENTS OR THE
TERM LOAN MADE HEREUNDER, OR CHANGE THE BASIS OF TAXATION OF PAYMENTS TO AGENT
OR SUCH LENDER IN RESPECT THEREOF (EXCEPT FOR THE IMPOSITION OF, OR ANY CHANGE
IN THE RATE OF, ANY EXCLUDED TAX); OR
(II)
DOES OR SHALL IMPOSE ON AGENT OR ANY LENDER ANY OTHER CONDITION,
COST OR EXPENSE 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 MAKING OR CONTINUING THE TERM LOAN, 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 WITH REASONABLE DOCUMENTATION THEREOF, ANY
ADDITIONAL AMOUNTS NECESSARY TO COMPENSATE AGENT OR SUCH LENDER, ON AN AFTER-TAX
BASIS, FOR SUCH ADDITIONAL COST OR REDUCED AMOUNT RECEIVABLE, AS REASONABLY
DETERMINED BY AGENT OR SUCH LENDER; PROVIDED THAT AGENT OR SUCH LENDER SHALL NOT
BE ENTITLED TO ANY SUCH AMOUNTS TO THE EXTENT THAT THE EVENT GIVING RISE TO SUCH
ADDITIONAL COST OR REDUCED AMOUNT RECEIVABLE OCCURRED MORE THAN SIX (6) MONTHS
PRIOR TO THE DATE SUCH NOTICE AND DEMAND IS GIVEN TO THE BORROWER; PROVIDED,
HOWEVER, THAT IF THE EVENT GIVING RISE TO SUCH ADDITIONAL COST OR REDUCED AMOUNT
RECEIVABLE HAS A RETROACTIVE EFFECT, THEN SUCH 6-MONTH PERIOD SHALL BE EXTENDED
TO INCLUDE THE PERIOD OF SUCH RETROACTIVE EFFECT.
IF AGENT OR SUCH LENDER
BECOMES AWARE THAT IT IS ENTITLED TO CLAIM ANY ADDITIONAL AMOUNTS PURSUANT TO
THIS SECTION 2.9(B), IT SHALL PROMPTLY NOTIFY BORROWER OF THE EVENT BY REASON OF
WHICH AGENT OR SUCH LENDER HAS BECOME SO ENTITLED.
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 BE
PRESUMPTIVE EVIDENCE OF THE AMOUNT DUE.
BORROWER SHALL PAY AGENT OR SUCH
LENDER, AS THE CASE MAY BE, THE AMOUNT SHOWN AS DUE ON ANY SUCH CERTIFICATE
WITHIN TEN (10) DAYS AFTER THE RECEIPT THEREOF.
(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, CERTIFYING AS TO SUCH FOREIGN
LENDER'S ENTITLEMENT TO AN EXEMPTION FROM, OR REDUCTION IN, UNITED STATES
WITHHOLDING TAX
45
WITH RESPECT TO PAYMENTS TO BE MADE TO SUCH FOREIGN LENDER UNDER THIS AGREEMENT
AND UNDER THE TERM NOTES (A "CERTIFICATE OF EXEMPTION").