OF SUCH ACTION OR FAILURE, ALSO PROMPTLY NOTIFY AGENT AND THE BORROWER OF
ITS CHANGE IN STATUS, THE DATE OF SUCH CHANGE AND THE REASON FOR ITS CHANGE IN
STATUS.
THE BORROWER OR ANY CREDIT PARTY, AS APPROPRIATE, SHALL PAY THE FULL
AMOUNT DEDUCTED TO THE RELEVANT TAXING OR OTHER AUTHORITY IN ACCORDANCE WITH THE
APPLICABLE LAW AND PROMPTLY PROVIDE AN ORIGINAL TAX CERTIFICATE OF WITHHOLDING
TO THE AGENT OR RELEVANT LENDER (WHICH, IN THE CASE OF A WITHHOLDING UNDER
UNITED KINGDOM TAX LEGISLATION, IS IN THE FORM OF A DULY COMPLETED FORM R185),
AS APPROPRIATE (OR OTHER EVIDENCE REASONABLY SATISFACTORY TO SUCH PERSON).
(I)
UPON WRITTEN REQUEST BY BORROWER, EACH LENDER THAT IS NOT A
"UNITED STATES PERSON" WITHIN THE MEANING OF SECTION 7701(A)(30) OF THE CODE (A
"NON-U.S. LENDER") SHALL DELIVER TO BORROWER AND AGENT TWO (2) COPIES OF EACH
U.S. INTERNAL REVENUE SERVICE FORM W-8BEN OR FORM W-8ECI, OR ANY SUBSEQUENT
VERSIONS THEREOF OR SUCCESSORS THERETO, OR, IN THE CASE OF A NON-U.S. LENDER
CLAIMING EXEMPTION FROM U.S. FEDERAL WITHHOLDING TAX UNDER SECTION 871(H) OR
881(C) OF THE CODE WITH RESPECT TO PAYMENTS OF "PORTFOLIO INTEREST", A
FORM W-8BEN, OR ANY SUBSEQUENT VERSIONS THEREOF OR SUCCESSORS THERETO (AND A
CERTIFICATE REPRESENTING THAT SUCH NON-U.S. LENDER IS NOT A "BANK" FOR PURPOSES
OF SECTION 881(C) OF THE CODE, IS NOT A TEN (10%) PERCENT SHAREHOLDER (WITHIN
THE MEANING OF SECTION 871(H)(3)(B) OF THE CODE) OF BORROWER AND IS NOT A
CONTROLLED FOREIGN CORPORATION RELATED TO BORROWER (WITHIN THE MEANING OF
SECTION 864(D)(4) OF THE CODE)), PROPERLY COMPLETED AND DULY EXECUTED BY SUCH
NON-U.S. LENDER CLAIMING COMPLETE EXEMPTION FROM, OR A REDUCED RATE OF, U.S.
FEDERAL WITHHOLDING TAX ON ALL PAYMENTS BY BORROWER UNDER THIS AGREEMENT AND THE
OTHER LOAN DOCUMENTS.
SUCH FORMS SHALL BE DELIVERED BY EACH NON-U.S. LENDER ON
OR BEFORE THE DATE IT BECOMES A PARTY TO THIS AGREEMENT.
IN ADDITION, EACH
NON-U.S. LENDER SHALL DELIVER SUCH FORMS (OR OTHER FORMS OR DOCUMENTS TO THE
EXTENT REQUIRED) PROMPTLY UPON THE OBSOLESCENCE OR INVALIDITY OF ANY 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-US 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).
68
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.
(J)
NO CREDIT PARTY SHALL BE REQUIRED TO PAY ANY ADDITIONAL AMOUNTS
IN RESPECT OF UNITED STATES FEDERAL INCOME TAX PURSUANT TO THIS SECTION 13.1 TO
AGENT OR TO ANY LENDER FOR THE ACCOUNT OF ANY LENDING OFFICE OF SUCH LENDER IF
THE OBLIGATION TO PAY SUCH ADDITIONAL AMOUNTS WOULD NOT HAVE ARISEN BUT