THE
PORTFOLIO INTEREST EXEMPTION) OR ANY SUCCESSOR FORM AND A CERTIFICATE IN FORM
AND SUBSTANCE ACCEPTABLE TO THE ADMINISTRATIVE AGENT THAT SUCH NON-U.S. LENDER
PARTY IS NOT (1) A "BANK" WITHIN THE MEANING OF SECTION 881(C)(3)(A) OF THE
CODE, (2) A "10 PERCENT SHAREHOLDER" OF THE BORROWER WITHIN THE MEANING OF
SECTION 881(C)(3)(B) OF THE CODE OR (3) A "CONTROLLED FOREIGN CORPORATION"
DESCRIBED IN SECTION 881(C)(3)(C) OF THE CODE OR (C) ANY OTHER APPLICABLE
DOCUMENT PRESCRIBED BY THE IRS CERTIFYING AS TO THE ENTITLEMENT OF SUCH NON-U.S.
LENDER PARTY TO SUCH EXEMPTION FROM UNITED STATES WITHHOLDING TAX OR REDUCED
RATE WITH RESPECT TO ALL PAYMENTS TO BE MADE TO SUCH NON-U.S. LENDER PARTY UNDER
THE LOAN DOCUMENTS.
UNLESS THE BORROWER AND THE ADMINISTRATIVE AGENT HAVE
RECEIVED FORMS OR OTHER DOCUMENTS SATISFACTORY TO THEM INDICATING THAT PAYMENTS
UNDER ANY LOAN DOCUMENT TO OR FOR A NON-U.S. LENDER PARTY ARE NOT SUBJECT TO
UNITED STATES WITHHOLDING TAX OR ARE SUBJECT TO SUCH TAX AT A RATE REDUCED BY AN
APPLICABLE TAX TREATY, THE LOAN PARTIES AND THE ADMINISTRATIVE AGENT SHALL
WITHHOLD AMOUNTS REQUIRED TO BE WITHHELD BY APPLICABLE REQUIREMENTS OF LAW FROM
SUCH PAYMENTS AT THE APPLICABLE STATUTORY RATE.
(II)
EACH U.S. LENDER PARTY SHALL (A) ON OR PRIOR TO THE DATE SUCH
U.S. LENDER PARTY BECOMES A "U.S. LENDER PARTY" HEREUNDER, (B) ON OR PRIOR TO
THE DATE ON WHICH ANY SUCH FORM OR CERTIFICATION EXPIRES OR BECOMES OBSOLETE,
(C) AFTER THE OCCURRENCE OF ANY EVENT OR CHANGE IN FACTS REQUIRING A CHANGE IN
THE MOST RECENT FORM OR CERTIFICATION PREVIOUSLY DELIVERED BY IT PURSUANT TO
THIS CLAUSE (F) AND (D) FROM TIME TO TIME IF REQUESTED BY THE BORROWER OR THE
ADMINISTRATIVE AGENT (OR, IN THE CASE OF A PARTICIPANT OR SPV, THE RELEVANT
LENDER), PROVIDE THE ADMINISTRATIVE AGENT AND THE BORROWER (OR, IN THE CASE OF A
PARTICIPANT OR SPV, THE RELEVANT LENDER) WITH TWO PROPERLY COMPLETED AND DULY
EXECUTED ORIGINALS OF IRS FORM W-9 (CERTIFYING THAT SUCH U.S. LENDER PARTY IS
ENTITLED TO AN EXEMPTION FROM U.S. BACKUP WITHHOLDING TAX) OR ANY SUCCESSOR
FORM.
(III)
EACH LENDER HAVING SOLD A PARTICIPATION IN ANY OF ITS
OBLIGATIONS OR IDENTIFIED AN SPV AS SUCH TO THE ADMINISTRATIVE AGENT SHALL
COLLECT FROM SUCH PARTICIPANT OR SPV THE DOCUMENTS DESCRIBED IN THIS CLAUSE (F)
AND PROVIDE THEM TO THE ADMINISTRATIVE AGENT.
(G)
REFUNDS.
IF ANY SECURED PARTY DETERMINES THAT IT HAS
RECEIVED ANY REFUND OF ANY TAXES OR OTHER TAXES FROM THE GOVERNMENTAL AUTHORITY
TO WHICH SUCH TAXES OR OTHER TAXES WERE PAID AS TO WHICH IT HAS BEEN INDEMNIFIED
BY THE BORROWER OR WITH RESPECT TO WHICH THE BORROWER HAS PAID ADDITIONAL
AMOUNTS PURSUANT TO THIS SECTION 2.17, IT SHALL PAY OVER SUCH REFUND TO THE
BORROWER (BUT ONLY TO THE EXTENT OF INDEMNITY PAYMENTS MADE, OR ADDITIONAL
AMOUNTS PAID, BY THE BORROWER UNDER THIS SECTION 2.17, WITH RESPECT TO TAXES OR
OTHER TAXES GIVING RISE TO SUCH REFUND), NET OF ALL OUT-OF-POCKET EXPENSES OF
SUCH SECURED PARTY AND WITHOUT INTEREST