(BUT ONLY IF SUCH NON-U.S. LENDER OR
BENEFICIAL OWNER IS LEGALLY ENTITLED TO DO SO) DELIVER TO THE BORROWERS AND THE
ADMINISTRATIVE AGENT TWO PROPERLY COMPLETED AND DULY EXECUTED COPIES OF EITHER
UNITED STATES INTERNAL REVENUE SERVICE FORM W-8BEN, W-8ECI OR W-8IMY OR ANY
SUBSEQUENT VERSIONS THEREOF OR SUCCESSORS THERETO, OR ANY OTHER FORM PRESCRIBED
BY APPLICABLE LAW AS A BASIS FOR CLAIMING EXEMPTION FROM (OR REDUCTION IN)
UNITED STATES FEDERAL WITHHOLDING TAX TOGETHER WITH SUCH SUPPLEMENTARY
DOCUMENTATION AS MAY BE PRESCRIBED BY APPLICABLE LAW, IN EACH CASE CLAIMING
COMPLETE EXEMPTION FROM, OR REDUCED RATE OF, UNITED STATES FEDERAL WITHHOLDING
TAX AND PAYMENTS OF INTEREST HEREUNDER.
IN ADDITION, IN THE CASE OF A NON-U.S.
LENDER CLAIMING EXEMPTION FROM UNITED STATES FEDERAL WITHHOLDING TAX UNDER
SECTION 871(H) OR SECTION 881(C) OF THE CODE, SUCH NON-U.S. LENDER (TO THE
EXTENT LEGALLY ENTITLED TO DO SO) SHALL DELIVER A CERTIFICATE, IN SUBSTANTIALLY
THE SAME FORM AS EXHIBIT 6.3.4, TO THE BORROWERS AND THE ADMINISTRATIVE AGENT,
CERTIFYING THAT SUCH NON-U.S. LENDER OR BENEFICIAL OWNER IS NOT (A) A BANK FOR
PURPOSES OF SECTION 881(C)(3)(A) OF THE CODE, (B) A 10-PERCENT SHAREHOLDER OF
ANY OF THE BORROWERS WITHIN THE MEANING OF SECTION 881(C)(3)(B) OF THE CODE, AND
(C) A "CONTROLLED FOREIGN CORPORATION" DESCRIBED IN SECTION 881(C)(3)(C) OF THE
CODE.
EACH NON-U.S. LENDER (I) AGREES THAT IT SHALL PROMPTLY NOTIFY THE
BORROWERS AND THE ADMINISTRATIVE AGENT IN THE EVENT ANY SUCH REPRESENTATION
PROVIDED PURSUANT TO THIS SECTION IS NO LONGER ACCURATE AND (II) AGREES THAT IT
WILL DELIVER UPDATED VERSIONS OF THE FOREGOING, AS APPLICABLE, WHENEVER ANY OF
THE PREVIOUS CERTIFICATIONS PROVIDED HEREIN HAS BECOME INACCURATE IN ANY
MATERIAL RESPECT, TOGETHER WITH SUCH OTHER FORMS AS MAY BE REQUIRED IN ORDER TO
CONFIRM OR ESTABLISH THE ENTITLEMENT OF SUCH CREDITOR PARTY TO A CONTINUED
EXEMPTION FROM OR REDUCTION IN UNITED STATES WITHHOLDING TAX WITH RESPECT TO
PAYMENTS UNDER THIS CREDIT AGREEMENT.
ALL FORMS PROVIDED IN THIS SECTION SHALL
BE DELIVERED BY EACH NON-U.S. LENDER TO THE BORROWERS AND THE ADMINISTRATIVE
AGENT ON OR BEFORE THE DATE IT BECOMES
45
A PARTY TO THIS CREDIT AGREEMENT AND ON OR BEFORE THE DATE, IF ANY, SUCH
NON-U.S. LENDER CHANGES ITS APPLICABLE LENDING OFFICE BY DESIGNATING A DIFFERENT
LENDING OFFICE (A "NEW LENDING OFFICE").
6.3.5
U.S. LENDERS.
ANY CREDITOR PARTY THAT IS NOT A
NON-U.S. LENDER AND THAT MAY NOT BE TREATED AS AN EXEMPT RECIPIENT BASED ON THE
INDICATORS DESCRIBED IN TREASURY REGULATION SECTION 1.6049-4(C)(1)(II) SHALL
DELIVER TO THE BORROWERS ON OR PRIOR TO THE DATE ON WHICH SUCH CREDITOR PARTY
BECOMES A CREDITOR PARTY UNDER THIS CREDIT AGREEMENT (AND FROM TIME TO TIME
THEREAFTER AS PRESCRIBED BY APPLICABLE LAW OR UPON THE REASONABLE REQUEST OF THE
BORROWERS), TWO DULY EXECUTED AND PROPERLY COMPLETED COPIES OF UNITED STATES
INTERNAL REVENUE SERVICE FORM W-9, OR ANY SUCCESSOR FORM THAT SUCH CREDITOR
PARTY IS ENTITLED TO PROVIDE AT SUCH TIME IN ORDER TO COMPLY WITH UNITED STATES
BACK-UP WITHHOLDING REQUIREMENTS.
NOTWITHSTANDING ANY OTHER PROVISION IN THIS
SECTION, NO AMOUNT