ANY PARTICIPANT, PROMPTLY AFTER
THE DATE SUCH PARTICIPANT PURCHASES THE RELATED PARTICIPATION) AND FROM TIME TO
TIME THEREAFTER UPON THE REQUEST OF THE BORROWER OR THE ADMINISTRATIVE AGENT.
IN ADDITION, EACH NON-U.S. PERSON SHALL DELIVER SUCH FORMS PROMPTLY UPON THE
OBSOLESCENCE OR INVALIDITY OF ANY FORM PREVIOUSLY DELIVERED BY SUCH NON-U.S.
PERSON.
EACH NON-U.S. PERSON SHALL PROMPTLY NOTIFY CBS AND THE ADMINISTRATIVE
AGENT AT ANY TIME IT DETERMINES THAT IT IS NO LONGER IN A POSITION TO PROVIDE
ANY PREVIOUSLY DELIVERED CERTIFICATE TO CBS (OR ANY OTHER FORM OF CERTIFICATION
ADOPTED BY THE U.S. TAXING AUTHORITIES FOR SUCH PURPOSE).
UNLESS CBS AND THE
ADMINISTRATIVE AGENT (OR, IN THE CASE OF A PARTICIPANT, THE LENDER FROM WHICH
THE RELATED PARTICIPATION SHALL HAVE BEEN PURCHASED) HAVE RECEIVED FORMS OR
OTHER DOCUMENTS SATISFACTORY TO THEM INDICATING THAT PAYMENTS HEREUNDER ARE NOT
SUBJECT TO UNITED STATES WITHHOLDING TAX, THE RELEVANT BORROWER OR THE
ADMINISTRATIVE AGENT SHALL WITHHOLD TAXES FROM SUCH PAYMENTS AT THE APPLICABLE
STATUTORY RATE IN THE CASE OF PAYMENTS OF INTEREST TO OR FOR ANY LENDER (OR
TRANSFEREE) THAT IS A NON-U.S. PERSON.
NOTWITHSTANDING ANY OTHER PROVISION OF
THIS SECTION 2.20(F), A NON-U.S. PERSON SHALL NOT BE REQUIRED TO DELIVER ANY
FORM PURSUANT TO THIS SECTION 2.20(F) THAT SUCH NON-U.S. PERSON IS NOT LEGALLY
ABLE TO DELIVER.
(G)
A LENDER THAT IS ENTITLED TO AN EXEMPTION
FROM OR REDUCTION OF ANY NON-U.S. WITHHOLDING TAX UNDER THE LAW OF THE
JURISDICTION IN WHICH A BORROWER IS LOCATED, OR UNDER ANY TREATY TO WHICH SUCH
JURISDICTION IS A PARTY, WITH RESPECT TO PAYMENTS UNDER THIS AGREEMENT SHALL
DELIVER TO SUCH BORROWER (WITH A COPY TO THE ADMINISTRATIVE AGENT), AT THE TIME
OR TIMES PRESCRIBED BY APPLICABLE LAW OR REASONABLY REQUESTED BY SUCH BORROWER
OR THE ADMINISTRATIVE AGENT, SUCH PROPERLY COMPLETED AND EXECUTED DOCUMENTATION
PRESCRIBED BY APPLICABLE LAW AS WILL PERMIT SUCH PAYMENTS TO BE MADE WITHOUT
WITHHOLDING OR AT A REDUCED RATE, PROVIDED THAT SUCH LENDER IS LEGALLY ENTITLED
TO COMPLETE, EXECUTE AND DELIVER SUCH DOCUMENTATION AND IN SUCH LENDER'S
REASONABLE JUDGMENT SUCH COMPLETION, EXECUTION OR SUBMISSION WOULD NOT
MATERIALLY PREJUDICE THE LEGAL POSITION OF SUCH LENDER.
SECTION 2.21.
Termination or Assignment
of Commitments Under Certain Circumstances.
(a)
Any Lender (or Transferee)
claiming any additional amounts payable pursuant to Section 2.15 or Section 2.20
or giving notice to the Administrative Agent and CBS as contemplated in the
"plus" clause in the definition of Eurocurrency Rate in Section 1.1 shall use
47
reasonable efforts (consistent with legal and regulatory restrictions) to file
any certificate or document requested by any Borrower or to change the
jurisdiction of its applicable lending office if the making of such a filing or
change would avoid the need for or reduce the amount of any such additional
amounts which may thereafter accrue and would not, in the sole, good faith
determination of such Lender (or Transferee), be otherwise disadvantageous to
such Lender (or Transferee).
(B)
IN THE EVENT THAT (W) ANY LENDER SHALL HAVE
DELIVERED A NOTICE OR CERTIFICATE