FOREIGN LENDER WHO BECAME A LENDER BY WAY OF AN ASSIGNMENT, ON OR BEFORE THE
DATE OF THE ASSIGNMENT) OR AT LEAST FIVE (5) BUSINESS DAYS PRIOR TO THE FIRST
DATE FOR ANY PAYMENT HEREWITH TO SUCH LENDER, AND FROM TIME TO TIME AS REQUIRED
FOR RENEWAL UNDER APPLICABLE LAW, SUCH CERTIFICATES, DOCUMENTS OR OTHER
EVIDENCE, AS REQUIRED BY THE CODE OR TREASURY REGULATIONS ISSUED PURSUANT
THERETO, INCLUDING, WITHOUT LIMITATION, INTERNAL REVENUE SERVICE FORM W-8BEN OR
W-ECI, AS APPROPRIATE, AND ANY OTHER CERTIFICATE OR STATEMENT OF EXEMPTION
REQUIRED BY SECTION 871(H) OR SECTION 881(C) OF THE CODE OR ANY SUBSEQUENT
VERSION THEREOF, PROPERLY COMPLETED AND DULY EXECUTED BY SUCH LENDER
ESTABLISHING THAT PAYMENTS TO SUCH LENDER HEREUNDER ARE NOT SUBJECT TO
WITHHOLDING UNDER THE CODE ("EVIDENCE OF NO WITHHOLDING").
EACH FOREIGN LENDER
SHALL PROMPTLY NOTIFY THE BORROWER AND THE ADMINISTRATIVE AGENT OF ANY CHANGE IN
ITS APPLICABLE LENDING OFFICE AND UPON WRITTEN
20
REQUEST OF THE BORROWER OR THE ADMINISTRATIVE AGENT SHALL, PRIOR TO THE
IMMEDIATELY FOLLOWING DUE DATE OF ANY PAYMENT BY THE BORROWER HEREUNDER OR UNDER
ANY OTHER LOAN DOCUMENT, DELIVER EVIDENCE OF NO WITHHOLDING TO THE BORROWER AND
THE ADMINISTRATIVE AGENT.
THE BORROWER SHALL BE ENTITLED TO RELY ON SUCH FORMS
IN THEIR POSSESSION UNTIL RECEIPT OF ANY REVISED OR SUCCESSOR FORM PURSUANT TO
THIS SECTION 2.10(5).
IF A LENDER FAILS TO PROVIDE EVIDENCE OF NO WITHHOLDING
AS REQUIRED PURSUANT TO THIS SECTION 2.10(5), THEN (I) THE BORROWER (OR THE
ADMINISTRATIVE AGENT) SHALL BE ENTITLED TO DEDUCT OR WITHHOLD FROM PAYMENTS TO
ADMINISTRATIVE AGENT OR SUCH LENDER AS A RESULT OF SUCH FAILURE, AS REQUIRED BY
LAW, AND (II) THE BORROWER SHALL NOT BE REQUIRED TO MAKE PAYMENTS OF ADDITIONAL
AMOUNTS WITH RESPECT TO SUCH WITHHELD TAXES PURSUANT TO SECTION 2.10(1) TO THE
EXTENT SUCH WITHHOLDING IS REQUIRED SOLELY BY REASON OF THE FAILURE OF SUCH
LENDER TO PROVIDE THE NECESSARY EVIDENCE OF NO WITHHOLDING.
(6)
ANY FOREIGN LENDER THAT DOES NOT ACT OR CEASES TO ACT FOR ITS OWN
ACCOUNT WITH RESPECT TO ANY PORTION OF ANY SUMS PAID OR PAYABLE TO SUCH LENDER
UNDER ANY OF THE LOAN DOCUMENTS (FOR EXAMPLE, IN THE CASE OF A TYPICAL
PARTICIPATION BY SUCH LENDER) SHALL DELIVER TO THE BORROWER (WITH COPIES TO THE
ADMINISTRATIVE AGENT AND IN SUCH NUMBER OF COPIES AS SHALL BE REQUESTED BY THE
RECIPIENT), ON OR PRIOR TO THE DATE SUCH FOREIGN LENDER BECOMES A LENDER, OR ON
SUCH LATER DATE WHEN SUCH FOREIGN LENDER CEASES TO ACT FOR ITS OWN ACCOUNT WITH
RESPECT TO ANY PORTION OF ANY SUCH SUMS PAID OR PAYABLE, AND FROM TIME TO TIME
THEREAFTER, REQUIRED FOR RENEWAL UNDER APPLICABLE LAW:
(A)
DULY EXECUTED AND PROPERLY COMPLETED COPIES OF THE FORMS AND
STATEMENTS REQUIRED TO BE PROVIDED BY SUCH FOREIGN LENDER UNDER SECTION 2.10(5),
TO ESTABLISH THE PORTION OF ANY SUCH SUMS PAID OR PAYABLE WITH RESPECT TO WHICH
SUCH LENDER ACTS FOR ITS OWN ACCOUNT AND IS PROVIDING EVIDENCE OF NO
WITHHOLDING, AND
(B)
COPIES OF THE