BORROWER AND
THE ADMINISTRATIVE AGENT TWO NEW ORIGINAL COPIES OF INTERNAL REVENUE SERVICE
FORMS W-8BEN OR W-8ECI, OR (IN THE CASE OF A LENDER PARTY THAT HAS CERTIFIED IN
WRITING TO THE ADMINISTRATIVE
42
AGENT THAT IT IS NOT (A) A "BANK" AS DEFINED IN SECTION 881(C)(3)(A) OF THE
INTERNAL REVENUE CODE), (B) A 10-PERCENT SHAREHOLDER (WITHIN THE MEANING OF
SECTION 871(H)(3)(B) OF THE INTERNAL REVENUE CODE) OF SUCH BORROWER OR (C) A
CONTROLLED FOREIGN CORPORATION RELATED TO SUCH BORROWER (WITHIN THE MEANING OF
SECTION 864(D)(4) OF THE INTERNAL REVENUE CODE), AS APPROPRIATE, PROPERLY
COMPLETED AND DULY EXECUTED BY SUCH LENDER PARTY OR (II) NOTIFY THE
ADMINISTRATIVE AGENT AND THE U.S. BORROWER OF ITS INABILITY TO DELIVER ANY SUCH
FORMS OR CERTIFICATES.
IF THE FORMS PROVIDED BY A LENDER PARTY AT THE TIME SUCH
LENDER PARTY FIRST BECOMES A PARTY TO THIS AGREEMENT INDICATES A UNITED STATES
INTEREST WITHHOLDING TAX RATE IN EXCESS OF ZERO, WITHHOLDING TAX AT SUCH RATE
SHALL BE CONSIDERED EXCLUDED FROM TAXES UNLESS AND UNTIL SUCH LENDER PARTY
PROVIDES THE APPROPRIATE FORM CERTIFYING THAT A LESSER RATE APPLIES, WHEREUPON
WITHHOLDING TAX AT SUCH LESSER RATE ONLY SHALL BE CONSIDERED EXCLUDED FROM TAXES
FOR PERIODS GOVERNED BY SUCH FORM; PROVIDED, HOWEVER, THAT, IF AT THE DATE OF
THE ASSIGNMENT AND ACCEPTANCE PURSUANT TO WHICH A LENDER PARTY BECOMES A PARTY
TO THIS AGREEMENT, THE LENDER PARTY ASSIGNOR WAS ENTITLED TO PAYMENTS UNDER
SUBSECTION (A) IN RESPECT OF UNITED STATES WITHHOLDING TAX WITH RESPECT TO
INTEREST PAID AT SUCH DATE, THEN, TO SUCH EXTENT, THE TERM TAXES SHALL INCLUDE
(IN ADDITION TO WITHHOLDING TAXES THAT MAY BE IMPOSED IN THE FUTURE OR OTHER
AMOUNTS OTHERWISE INCLUDABLE IN TAXES) UNITED STATES WITHHOLDING TAX, IF ANY,
APPLICABLE WITH RESPECT TO THE LENDER PARTY ASSIGNEE ON SUCH DATE.
IF ANY FORM
OR DOCUMENT REFERRED TO IN THIS SUBSECTION (E) REQUIRES THE DISCLOSURE OF
INFORMATION, OTHER THAN INFORMATION NECESSARY TO COMPUTE THE TAX PAYABLE AND
INFORMATION REQUIRED ON THE DATE OF THE EXISTING CREDIT AGREEMENT (IN THE CASE
OF CANADIAN LENDERS) OR ON THE DATE HEREOF (IN THE CASE OF LENDER PARTIES OTHER
THAN CANADIAN LENDERS) BY INTERNAL REVENUE SERVICE FORM W-8BEN OR W-8ECI OR THE
RELATED CERTIFICATE DESCRIBED ABOVE, THAT THE LENDER PARTY REASONABLY CONSIDERS
TO BE CONFIDENTIAL, THE LENDER PARTY SHALL GIVE NOTICE THEREOF TO SUCH BORROWER
AND SHALL NOT BE OBLIGATED TO INCLUDE IN SUCH FORM OR DOCUMENT SUCH CONFIDENTIAL
INFORMATION.
EACH LENDER PARTY THAT IS ORGANIZED UNDER THE LAWS OF THE UNITED
STATES AND IS NOT AN "EXEMPT RECIPIENT" AS SUCH TERM IS DEFINED IN
SECTION 1.6049-4(C)(1)(II) OF THE TREASURY REGULATIONS SHALL AT EACH TIME
SPECIFIED ABOVE IN THIS SUBSECTION (E) PROVIDE THE ADMINISTRATIVE AGENT AND THE
U.S. BORROWER WITH TWO ORIGINAL PROPERLY COMPLETED AND DULY EXECUTED INTERNAL
REVENUE SERVICE FORMS W-9; PROVIDED, HOWEVER, IF AFTER THE INITIAL DELIVERY BY
SUCH LENDER PARTY OF SUCH FORM W-9, THERE IS A LAPSE IN TIME OR CHANGE IN
CIRCUMSTANCE THAT RENDERS SUCH FORM OBSOLETE OR INACCURATE IN ANY MATERIAL