OF UNITED STATES INTERNAL REVENUE SERVICE FORM
1001 OR W-8BEN OR 4224 OR W-8ECI (OR ANY SUCCESSOR FORM OR FORMS), CERTIFYING IN
EITHER CASE THAT THE LENDER IS ENTITLED TO RECEIVE PAYMENTS UNDER THIS AGREEMENT
WITHOUT DEDUCTION OR WITHHOLDING OF ANY UNITED STATES FEDERAL INCOME TAXES
("PRESCRIBED FORMS").
THE LENDER FURTHER UNDERTAKES TO DELIVER TO THE BORROWER
AND THE ADMINISTRATIVE AGENT TWO ADDITIONAL COPIES OF SUCH PRESCRIBED FORMS ON
OR BEFORE THE DATE THAT SUCH PRESCRIBED FORMS EXPIRE OR BECOME OBSOLETE OR AFTER
THE OCCURRENCE OF ANY EVENT REQUIRING A CHANGE IN THE MOST RECENT PRESCRIBED
FORMS SO DELIVERED BY IT, AND SUCH AMENDMENTS THERETO OR EXTENSIONS OR RENEWALS
THEREOF AS MAY BE REASONABLY REQUESTED BY THE BORROWER OR THE ADMINISTRATIVE
AGENT, IN EACH CASE CERTIFYING THAT THE LENDER IS ENTITLED TO RECEIVE PAYMENTS
UNDER THIS AGREEMENT WITHOUT DEDUCTION OR WITHHOLDING OF ANY UNITED STATES
FEDERAL INCOME TAXES, UNLESS AN EVENT (INCLUDING WITHOUT LIMITATION ANY CHANGE
IN TREATY, LAW OR REGULATION) HAS OCCURRED PRIOR TO THE DATE ON WHICH ANY SUCH
DELIVERY WOULD OTHERWISE BE REQUIRED WHICH RENDERS ALL SUCH PRESCRIBED FORMS
INAPPLICABLE OR WHICH WOULD PREVENT THE LENDER FROM DULY COMPLETING AND
DELIVERING PRESCRIBED FORMS AND THE LENDER ADVISES THE BORROWER AND THE
ADMINISTRATIVE AGENT THAT IT IS NOT CAPABLE OF RECEIVING PAYMENTS WITHOUT ANY
DEDUCTION OR WITHHOLDING OF UNITED STATES FEDERAL INCOME TAX.
IF THE LENDER
FAILS TO COMPLY WITH THE PROVISIONS OF THIS SECTION, THE BORROWER AND/OR THE
ADMINISTRATIVE AGENT, MAY, AS REQUIRED BY LAW, DEDUCT AND WITHHOLD FEDERAL,
STATE AND LOCAL INCOME TAX PAYMENTS FROM PAYMENTS TO THE LENDER UNDER THIS
AGREEMENT.
(B)
ADDITIONAL COSTS.
SUBJECT TO SECTIONS 4.03(C) AND (D), WITHOUT
DUPLICATION OF ANY AMOUNTS PAYABLE DESCRIBED IN SECTION 3.02, 4.02 OR 4.03(A),
IF ANY CHANGE AFTER THE EFFECTIVE TIME IN ANY LAW OR REGULATION OR IN THE
INTERPRETATION THEREOF BY ANY COURT OR ADMINISTRATIVE OR GOVERNMENTAL AUTHORITY
CHARGED WITH THE ADMINISTRATION THEREOF, OR THE ENACTMENT OF ANY LAW OR
REGULATION SHALL EITHER (1) IMPOSE, MODIFY OR DEEM APPLICABLE ANY RESERVE,
SPECIAL DEPOSIT OR SIMILAR REQUIREMENT AGAINST THE FACILITY OR THE LOAN OR (2)
IMPOSE ON THE LENDER (OR THE LENDER'S APPLICABLE LENDING OFFICE) ANY OTHER
CONDITION REGARDING THIS AGREEMENT, THE FACILITY OR THE LOAN, AND THE RESULT OF
ANY EVENT REFERRED TO IN CLAUSE (1) OR (2) SHALL BE TO INCREASE THE COST OF
MAINTAINING THE FACILITY OR THE LOAN (WHICH INCREASE IN COST SHALL BE CALCULATED
IN ACCORDANCE WITH THE LENDER'S REASONABLE AVERAGING AND ATTRIBUTION METHODS) BY
AN AMOUNT WHICH THE LENDER DEEMS TO BE MATERIAL, THEN, UPON DEMAND BY THE
LENDER, THE BORROWER SHALL PAY TO THE LENDER AN AMOUNT EQUAL TO SUCH INCREASE IN
COST.
(C)
LENDING OFFICE DESIGNATIONS.
BEFORE MAKING ANY DEMAND FOR PAYMENT
PURSUANT TO THIS SECTION 4.03, THE LENDER SHALL, IF POSSIBLE, DESIGNATE A
DIFFERENT APPLICABLE LENDING OFFICE IF SUCH DESIGNATION WILL AVOID THE NEED FOR
GIVING SUCH NOTICE AND WILL NOT, IN THE JUDGMENT OF THE LENDER, BE OTHERWISE
DISADVANTAGEOUS TO THE LENDER.
17
(D)
CERTIFICATE,