TAX ON ALL PAYMENTS BY THE BORROWER UNDER THIS AGREEMENT AND THE
OTHER LOAN DOCUMENTS, OR (II) IF THE NON-U.S. LENDER IS CLAIMING EXEMPTION FROM
U.S. FEDERAL WITHHOLDING TAX UNDER SECTION 871(H) OR 881(C) OF THE CODE WITH
RESPECT TO PAYMENTS OF "PORTFOLIO INTEREST", ATTACHING TO SUCH NON-U.S. LENDER'S
FORM W-8BEN A STATEMENT SUBSTANTIALLY IN THE FORM OF EXHIBIT I.
SUCH FORMS
SHALL BE TRUE AND ACCURATE AND SHALL BE DELIVERED BY EACH NON-U.S. LENDER ON OR
BEFORE THE DATE IT BECOMES A PARTY TO THIS AGREEMENT (OR, IN THE CASE OF ANY
PARTICIPANT, ON OR BEFORE THE DATE SUCH PARTICIPANT PURCHASES THE RELATED
PARTICIPATION) AND PROMPTLY FROM TIME TO TIME THEREAFTER UPON THE REASONABLE
REQUEST OF THE BORROWER OR THE ADMINISTRATIVE AGENT.
IN ADDITION, EACH NON-U.S.
LENDER SHALL DELIVER SUCH FORMS PROMPTLY UPON THE OBSOLESCENCE OR INVALIDITY OF
ANY FORM PREVIOUSLY DELIVERED BY SUCH NON-U.S. LENDER.
EACH NON-U.S. LENDER
SHALL PROMPTLY NOTIFY THE BORROWER AT ANY TIME IT DETERMINES THAT IT IS NO
LONGER IN A POSITION TO PROVIDE ANY PREVIOUSLY DELIVERED CERTIFICATE TO THE
BORROWER (OR ANY OTHER FORM OF CERTIFICATION ADOPTED BY THE U.S. TAXING
AUTHORITIES FOR SUCH PURPOSE).
NOTWITHSTANDING ANY OTHER PROVISION OF THIS
PARAGRAPH, A NON-U.S. LENDER SHALL NOT BE REQUIRED TO DELIVER ANY FORM PURSUANT
TO THIS PARAGRAPH THAT SUCH NON-U.S. LENDER IS NOT LEGALLY ABLE TO DELIVER.
EACH LENDER (OR TRANSFEREE) OR AGENT THAT IS NOT A NON-U.S. LENDER SHALL FURNISH
AN ACCURATE AND COMPLETE U.S. INTERNAL REVENUE SERVICE FORM W-9 (OR SUCCESSOR
FORM) ESTABLISHING THAT SUCH LENDER (OR TRANSFEREE) OR AGENT IS NOT SUBJECT TO
U.S. BACKUP WITHHOLDING, AND TO THE EXTENT IT MAY LAWFULLY DO SO AT SUCH TIMES,
PROVIDE A NEW FORM W-9 (OR SUCCESSOR FORM) UPON THE EXPIRATION OR OBSOLESCENCE
OF ANY PREVIOUSLY DELIVERED FORM.
(F)
IF ANY AGENT, LENDER OR TRANSFEREE DETERMINES, IN ITS SOLE
DISCRETION, EXERCISED IN GOOD FAITH, THAT HAS RECEIVED A REFUND OF ANY
INDEMNIFIED TAXES 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 5.13, IT SHALL PAY OVER ANY SUCH REFUND IT RECEIVES TO THE BORROWER (BUT
ONLY TO THE EXTENT OF INDEMNITY PAYMENTS MADE, OR ADDITIONAL AMOUNTS PAID, BY
THE BORROWER UNDER THIS SECTION 5.13 WITH RESPECT TO THE INDEMNIFIED TAXES
GIVING RISE TO SUCH REFUND), NET OF ALL OUT-OF-POCKET EXPENSES OF SUCH AGENT,
LENDER OR TRANSFEREE (AS DETERMINED IN THE SOLE
58
DISCRETION EXERCISED IN GOOD FAITH, OF THE AGENT, LENDER OR TRANSFEREE) AND
WITHOUT INTEREST (OTHER THAN ANY INTEREST PAID BY THE RELEVANT GOVERNMENTAL
AUTHORITY WITH RESPECT TO SUCH REFUND); PROVIDED, THAT THE BORROWER, UPON THE
REQUEST OF SUCH AGENT, LENDER OR TRANSFEREE, AGREES TO REPAY THE AMOUNT PAID
OVER TO THAT BORROWER (PLUS ANY PENALTIES, INTEREST OR OTHER CHARGES IMPOSED BY
THE RELEVANT GOVERNMENTAL AUTHORITY) TO SUCH AGENT, LENDER OR TRANSFEREE IN THE
EVENT SUCH AGENT, LENDER OR TRANSFEREE IS REQUIRED TO REPAY SUCH REFUND TO SUCH
GOVERNMENTAL AUTHORITY.
THIS PARAGRAPH SHALL