OF, U.S.
FEDERAL WITHHOLDING TAX WITH RESPECT TO PAYMENTS TO BE MADE TO SUCH FOREIGN
LENDER UNDER THIS AGREEMENT AND UNDER THE NOTES (A "CERTIFICATE OF EXEMPTION").
PRIOR TO BECOMING A LENDER UNDER THIS AGREEMENT AND WITHIN FIFTEEN (15) DAYS
AFTER A REASONABLE WRITTEN REQUEST OF BORROWER OR AGENT FROM TIME TO TIME
THEREAFTER, EACH FOREIGN LENDER THAT BECOMES A LENDER UNDER THIS AGREEMENT SHALL
PROVIDE A CERTIFICATE OF EXEMPTION TO BORROWER AND AGENT.
IN ADDITION, EACH
FOREIGN LENDER SHALL DELIVER SUCH FORMS PROMPTLY UPON THE OBSOLESCENCE,
EXPIRATION, OR INVALIDITY OF ANY FORM PREVIOUSLY DELIVERED BY SUCH FOREIGN
LENDER.
IF A FOREIGN LENDER IS ENTITLED TO AN EXEMPTION WITH RESPECT TO
PAYMENTS TO BE MADE TO SUCH FOREIGN LENDER UNDER THIS AGREEMENT AND DOES NOT
PROVIDE A CERTIFICATE OF EXEMPTION TO BORROWER AND AGENT AS PROVIDED HEREIN,
BORROWER SHALL WITHHOLD TAXES FROM PAYMENTS TO SUCH FOREIGN LENDER AT THE
APPLICABLE STATUTORY RATES AND BORROWER SHALL NOT BE REQUIRED TO PAY ANY
ADDITIONAL AMOUNTS AS A RESULT OF SUCH WITHHOLDING, PROVIDED, THAT ALL SUCH
WITHHOLDING SHALL CEASE UPON DELIVERY BY SUCH FOREIGN LENDER OF A CERTIFICATE OF
EXEMPTION TO BORROWER AND AGENT.
(D)
CHANGE IN LENDING OFFICE.
EACH LENDER
AGREES THAT, UPON THE OCCURRENCE OF ANY EVENT GIVING RISE TO THE OPERATION OF
SECTION 1.12 WITH RESPECT TO SUCH LENDER IN A MANNER THAT REQUIRES BORROWER TO
PAY ADDITIONAL AMOUNTS TO OR FOR THE ACCOUNT OF SUCH LENDER, SUCH LENDER WILL,
IF REASONABLY REQUESTED BY BORROWER, USE REASONABLE EFFORTS (SUBJECT TO OVERALL
POLICY CONSIDERATIONS OF SUCH LENDER) TO DESIGNATE ANOTHER LENDING OFFICE FOR
ANY LOANS AFFECTED BY SUCH EVENT WITH THE OBJECT OF AVOIDING THE CONSEQUENCES OF
SUCH EVENT; PROVIDED, THAT SUCH DESIGNATION IS MADE ON TERMS THAT, IN THE SOLE
JUDGMENT OF SUCH LENDER, CAUSE SUCH LENDER AND ITS LENDING OFFICE(S) TO SUFFER
NO ECONOMIC, LEGAL OR REGULATORY DISADVANTAGE, AND PROVIDED, FURTHER, THAT
NOTHING IN THIS SECTION 1.12(D) SHALL AFFECT OR POSTPONE ANY OF THE OBLIGATIONS
OF BORROWER OR THE RIGHTS OF ANY LENDER PURSUANT TO SECTIONS 1.12(A), (B) OR
(C).
1.13
COMMON ENTERPRISE.
BORROWER IS THE DIRECT OR
INDIRECT AND BENEFICIAL OWNER AND HOLDER OF ALL OF THE ISSUED AND OUTSTANDING
STOCK IN EACH GUARANTOR.
BORROWER AND GUARANTORS MAKE UP A RELATED ORGANIZATION
OF VARIOUS ENTITIES CONSTITUTING A SINGLE ECONOMIC AND BUSINESS ENTERPRISE SO
THAT BORROWER AND GUARANTORS SHARE A SUBSTANTIAL IDENTITY OF INTERESTS SUCH THAT
ANY BENEFIT RECEIVED BY ANY ONE OF THEM BENEFITS THE OTHERS.
BORROWER AND
CERTAIN OF THE GUARANTORS RENDER SERVICES TO OR FOR THE BENEFIT OF BORROWER
AND/OR THE OTHER GUARANTORS, AS THE CASE MAY BE, PURCHASE OR SELL AND SUPPLY
GOODS TO OR FROM OR FOR THE BENEFIT OF THE OTHERS, MAKE LOANS, ADVANCES AND
PROVIDE OTHER FINANCIAL ACCOMMODATIONS TO OR FOR THE BENEFIT OF BORROWER AND
GUARANTORS (INCLUDING INTER ALIA, THE PAYMENT BY BORROWER AND GUARANTORS OF
CREDITORS OF THE BORROWER OR GUARANTORS AND GUARANTEES BY BORROWER AND
GUARANTORS OF INDEBTEDNESS OF BORROWER AND GUARANTORS AND PROVIDE
ADMINISTRATIVE, MARKETING, PAYROLL AND MANAGEMENT