FORM
PREVIOUSLY DELIVERED BY SUCH NON-U.S. LENDER OR UPON ANY CHANGES IN THE FORMS OR
DOCUMENTS REQUIRED HEREUNDER FOR ESTABLISHING THAT PAYMENTS TO THE NON-U.S.
LENDER ARE EXEMPT FROM WITHHOLDING.
EACH NON-U.S. LENDER SHALL PROMPTLY NOTIFY
BORROWER AT ANY TIME IT DETERMINES THAT IT IS NO LONGER IN A POSITION TO PROVIDE
ANY PREVIOUSLY DELIVERED CERTIFICATE TO BORROWER (OR ANY OTHER FORM OF
CERTIFICATION ADOPTED BY THE U.S. TAXING AUTHORITIES FOR SUCH PURPOSE).
NOTWITHSTANDING ANY OTHER PROVISION OF THIS SECTION, A NON-U.S. LENDER SHALL NOT
BE REQUIRED TO DELIVER ANY FORM PURSUANT TO THIS SUBSECTION THAT SUCH NON-U.S.
LENDER IS NOT LEGALLY ABLE TO DELIVER.
(G)
BORROWER SHALL NOT BE REQUIRED TO PAY ANY
ADDITIONAL AMOUNTS IN RESPECT OF UNITED STATES FEDERAL INCOME TAX PURSUANT TO
SECTIONS 13.1(C) OR (D) TO ANY LENDER FOR THE ACCOUNT OF ANY LENDING OFFICE OF
SUCH LENDER:
(I)
IF THE OBLIGATION TO PAY SUCH ADDITIONAL AMOUNTS
WOULD NOT HAVE ARISEN BUT FOR A FAILURE BY SUCH LENDER TO DELIVER THE FORMS OR
OTHER DOCUMENTS UNDER SECTION 13.1(F) IN RESPECT OF SUCH LENDING OFFICE; OR
(II)
IF SUCH LENDER SHALL HAVE DELIVERED TO BORROWER A
FORM W-8BEN AND/OR FORM W-8ECI (OR ANY SUBSEQUENT VERSIONS THEREOF OR SUCCESSORS
THERETO) IN RESPECT OF SUCH LENDING OFFICE PURSUANT TO SECTION 13.1(F), AND SUCH
LENDER SHALL NOT AT ANY TIME BE ENTITLED TO EXEMPTION FROM DEDUCTION OR
WITHHOLDING OF UNITED STATES FEDERAL INCOME TAX IN RESPECT OF PAYMENTS BY
BORROWER HEREUNDER FOR THE ACCOUNT OF SUCH LENDING OFFICE FOR ANY REASON OTHER
THAN A CHANGE IN UNITED STATES LAW, TREATY OR REGULATIONS OR IN THE OFFICIAL
INTERPRETATION OF SUCH LAW OR REGULATIONS BY ANY GOVERNMENTAL AUTHORITY CHARGED
WITH THE INTERPRETATION OR ADMINISTRATION THEREOF (WHETHER OR NOT HAVING THE
FORCE OF LAW) AFTER THE DATE OF DELIVERY OF SUCH FORM W-8BEN AND/OR FORM W-8ECI
(OR ANY SUBSEQUENT VERSIONS THEREOF OR SUCCESSORS THERETO).
(H)
IF, AT ANY TIME, BORROWER REQUESTS ANY
LENDER TO DELIVER ANY FORMS OR OTHER DOCUMENTATION IN ADDITION TO THOSE FORMS
REQUIRED TO BE DELIVERED BY SUCH LENDER PURSUANT TO SECTION 13.1(F), THEN
BORROWER SHALL, ON DEMAND OF SUCH LENDER THROUGH AGENT, REIMBURSE SUCH LENDER
FOR ANY COSTS AND EXPENSES (INCLUDING ATTORNEYS' FEES AND EXPENSES) REASONABLY
INCURRED BY SUCH LENDER IN THE PREPARATION OR DELIVERY OF SUCH FORMS OR OTHER
DOCUMENTATION.
(I)
IF BORROWER IS REQUIRED TO PAY
ADDITIONAL AMOUNTS TO ANY LENDER OR AGENT PURSUANT TO SECTIONS 13.1 (C) OR (D),
THEN SUCH LENDER SHALL USE ITS REASONABLE EFFORTS (CONSISTENT WITH LEGAL AND
REGULATORY RESTRICTIONS) TO CHANGE THE JURISDICTION OF ITS LENDING OFFICE SO AS
TO ELIMINATE ANY SUCH ADDITIONAL PAYMENT BY BORROWER WHICH MAY THEREAFTER ACCRUE
IF SUCH CHANGE IN THE JUDGMENT OF SUCH LENDER IS NOT OTHERWISE DISADVANTAGEOUS
TO SUCH LENDER.
IN ADDITION TO THE FOREGOING AND IF SUCH LENDER DEEMS IT
COMMERCIALLY REASONABLE IN ITS SOLE DISCRETION, SUCH LENDER AGREES TO OBTAIN A
REFUND OR CREDIT FOR ANY ADDITIONAL AMOUNTS PAID BY BORROWER TO SUCH LENDER OR
AGENT PURSUANT TO SECTIONS 13.1 (C) OR