of Credit or making or continuing any Loan
hereunder, as the case may be, or to reduce any amount receivable hereunder,
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 reasonably 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 1.11(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 as reasonably determined and
submitted in writing by Agent or such Lender to Borrower (with a copy to Agent)
shall, absent manifest error, be final, conclusive and binding for all purposes.
(C)
FOREIGN LENDERS.
EACH LENDER ORGANIZED
UNDER THE LAWS OF A JURISDICTION OUTSIDE THE UNITED STATES (A "FOREIGN LENDER")
SHALL PROVIDE TO BORROWER 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 OF THE UNITED STATES CERTIFYING AS TO SUCH FOREIGN
LENDER'S ENTITLEMENT TO A COMPLETE EXEMPTION FROM IMPOSITION OF UNTIED STATES
WITHHOLDING TAX WITH RESPECT TO PAYMENTS TO BE MADE TO SUCH FOREIGN LENDER UNDER
THIS AGREEMENT AND UNDER THE NOTES (A "CERTIFICATE OF
21
EXEMPTION").
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 FOREIGN LENDER THAT BECOMES A LENDER UNDER THIS AGREEMENT
SHALL PROVIDE A CERTIFICATE OF EXEMPTION TO BORROWER AND AGENT.
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.
(D)
EACH LENDER AGREES THAT IT WILL (I) TAKE ALL
REASONABLE ACTIONS REQUESTED BY BORROWER THAT ARE WITHOUT
COST, RISK OR AN
UNDUE ADMINISTRATIVE BURDEN TO SUCH LENDER TO MAINTAIN ALL EXEMPTIONS, IF ANY,
AVAILABLE TO IT FROM WITHHOLDING TAXES (WHETHER AVAILABLE BY TREATY OR EXISTING
ADMINISTRATIVE WAIVER) AND (II) TO THE EXTENT REASONABLE AND WITHOUT COST, RISK
OR AN UNDUE ADMINISTRATIVE BURDEN TO IT, OTHERWISE COOPERATE WITH BORROWER TO
MINIMIZE ANY AMOUNTS PAYABLE BY BORROWER UNDER THIS SECTION 1.11, INCLUDING,
WITHOUT LIMITATION, DESIGNATING ANOTHER LENDING OFFICE.
IF THE BORROWER PAYS
ANY CHARGES (INCLUDING PENALTIES AND INTEREST WITH RESPECT THERETO) IT SHALL