PARTY WHICH REDUCES THE RATE OF, OR ELIMINATES,
WITHHOLDING TAX ON PAYMENTS OF INTEREST HEREUNDER.
A BANK THAT IS NOT A UNITED
STATES PERSON AND THAT GRANTS A PARTICIPATING INTEREST IN A LOAN OR COMMITMENT
TO ANY OTHER PERSON SHALL PROVIDE, IN ADDITION TO ITS OWN FORMS SPECIFIED ABOVE,
THE BORROWER WITH TWO DULY COMPLETED COPIES OF THE INTERNAL REVENUE SERVICE FORM
APPLICABLE TO SUCH OTHER PERSON, EACH UNDER THE COVER OF AN INTERNAL REVENUE
SERVICE FORM W-8IMY AND A WITHHOLDING STATEMENT PREPARED IN THE MANNER
PRESCRIBED BY THE INTERNAL REVENUE SERVICE, OR SUCH OTHER FORMS AND/OR
CERTIFICATES THAT IT IS LEGALLY ENTITLED TO PROVIDE
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EVIDENCING SUCH PARTICIPANT'S ENTITLEMENT TO ANY EXEMPTION FROM, OR REDUCTION IN
THE RATE OF U.S. WITHHOLDING TAX, AND SHALL PROVIDE THE BORROWER WITH TWO
FURTHER COPIES OF ANY SUCH FORMS AND STATEMENTS ON OR BEFORE THE DATE ANY SUCH
FORMS OR STATEMENTS EXPIRE OR BECOME OBSOLETE AND AFTER THE OCCURRENCE OF ANY
EVENT REQUIRING A CHANGE IN THE MOST RECENT FORM OR STATEMENT PREVIOUSLY
DELIVERED TO THE BORROWER.
IF A BANK FAILS TO TIMELY AND PROPERLY PROVIDE OR
UPDATE SUCH FORMS OR STATEMENTS OR IF THE FORM OR STATEMENT PROVIDED BY A BANK
AT THE TIME SUCH BANK FIRST BECOMES A PARTY TO THIS AGREEMENT INDICATES A UNITED
STATES WITHHOLDING TAX RATE IN EXCESS OF ZERO, THEN BACKUP WITHHOLDING OR
WITHHOLDING TAX RESULTING FROM THE FOREGOING SHALL BE CONSIDERED EXCLUDED FROM
"NON-EXCLUDED TAXES" AS DEFINED IN SECTION 8.4(A).
(F)
UPON REASONABLE DEMAND BY, AND AT THE
EXPENSE OF, THE BORROWER TO THE ADMINISTRATIVE AGENT OR ANY BANK, THE
ADMINISTRATIVE AGENT OR BANK, AS THE CASE MAY BE, SHALL DELIVER TO THE BORROWER,
OR TO SUCH GOVERNMENT OR TAXING AUTHORITY AS THE BORROWER MAY REASONABLY DIRECT,
ANY FORM OR DOCUMENT THAT MAY BE REQUIRED OR REASONABLY REQUESTED IN WRITING IN
ORDER TO ALLOW THE BORROWER TO MAKE A PAYMENT TO OR FOR THE ACCOUNT OF SUCH BANK
OR THE ADMINISTRATIVE AGENT HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT WITHOUT
ANY DEDUCTION OR WITHHOLDING FOR OR ON ACCOUNT OF ANY NON-EXCLUDED TAXES OR WITH
SUCH DEDUCTION OR WITHHOLDING AT A REDUCED RATE (SO LONG AS THE COMPLETION,
EXECUTION OR SUBMISSION OF SUCH FORM OR DOCUMENT WOULD NOT MATERIALLY PREJUDICE
THE LEGAL OR COMMERCIAL POSITION OF THE PARTY IN RECEIPT OF SUCH DEMAND), WITH
ANY SUCH FORM OR DOCUMENT TO BE ACCURATE AND COMPLETED IN A MANNER REASONABLY
SATISFACTORY TO THE BORROWER MAKING SUCH DEMAND AND TO BE EXECUTED AND TO BE
DELIVERED WITH ANY REASONABLY REQUIRED CERTIFICATION.
(G)
FOR ANY PERIOD WITH RESPECT TO WHICH A BANK
HAS FAILED TO PROVIDE THE BORROWER WITH THE APPROPRIATE FORM PURSUANT TO (AND TO
THE EXTENT REQUIRED BY) SECTION 8.4(E) (UNLESS SUCH FAILURE IS DUE TO A CHANGE
IN TREATY, LAW OR REGULATION OCCURRING SUBSEQUENT TO THE DATE ON WHICH A FORM
ORIGINALLY WAS REQUIRED TO BE PROVIDED), SUCH BANK SHALL NOT BE ENTITLED TO
INDEMNIFICATION UNDER SECTION 8.4(D) WITH RESPECT TO NON-EXCLUDED TAXES IMPOSED
BY THE UNITED