SECTION 881(C)(3), TWO PROPERLY COMPLETED AND SIGNED ORIGINALS
OF A STATEMENT SUBSTANTIALLY IN THE FORM OF EXHIBIT E HERETO, TOGETHER WITH TWO
PROPERLY COMPLETED AND
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SIGNED ORIGINALS OF INTERNAL REVENUE SERVICE FORM W-8BEN, UPON WHICH THE
BORROWER IS ENTITLED TO RELY, FROM ANY SUCH NON-U.S. BANK OR ANY SUCCESSOR
APPLICABLE FORM, TOGETHER WITH ANY OTHER CERTIFICATE OR STATEMENT OF EXEMPTION
OR REDUCTION REQUIRED UNDER THE CODE, IN ORDER TO ESTABLISH THAT SUCH NON-U.S.
BANK IS ENTITLED TO TREAT THE INTEREST PAYMENTS UNDER THIS AGREEMENT AND THE
OTHER CREDIT DOCUMENTS AS PORTFOLIO INTEREST THAT IS EXEMPT FROM WITHHOLDING TAX
UNDER THE CODE.
THEREAFTER, UPON THE REASONABLE REQUEST OF THE BORROWER OR THE
ADMINISTRATIVE AGENT, EACH SUCH NON-U.S. BANK SHALL (A) UPON THE OBSOLESCENCE OF
ANY FORM PREVIOUSLY DELIVERED BY SUCH NON-U.S. BANK, PROMPTLY SUBMIT TO THE
ADMINISTRATIVE AGENT AND THE BORROWER SUCH ADDITIONAL PROPERLY COMPLETED AND
SIGNED ORIGINALS OF SUCH FORMS (OR SUCH SUCCESSOR FORMS AS SHALL BE ADOPTED FROM
TIME TO TIME BY THE RELEVANT UNITED STATES TAXING AUTHORITIES) AS MAY THEN BE
AVAILABLE UNDER THEN CURRENT UNITED STATES LAWS AND REGULATIONS TO QUALIFY FOR A
DEDUCTION IN UNITED STATES WITHHOLDING TAXES, OR SUCH EVIDENCE AS IS
SATISFACTORY TO THE BORROWER AND THE ADMINISTRATIVE AGENT OF AN AVAILABLE
EXEMPTION FROM UNITED STATES WITHHOLDING TAXES, IN RESPECT OF ALL PAYMENTS TO BE
MADE TO SUCH NON-U.S. BANK BY THE BORROWER PURSUANT TO THE CREDIT DOCUMENTS, AND
(B) PROMPTLY NOTIFY THE ADMINISTRATIVE AGENT OF ANY CHANGE IN CIRCUMSTANCES
WHICH WOULD MODIFY OR RENDER INVALID ANY CLAIMED EXEMPTION.
A NON-U.S. BANK
SHALL NOT BE REQUIRED TO DELIVER ANY FORM OR STATEMENT PURSUANT TO THIS
SECTION 2.15 THAT SUCH NON-U.S. BANK IS NOT LEGALLY ABLE TO DELIVER.
THE
BORROWER SHALL NOT BE REQUIRED TO PAY ADDITIONAL AMOUNTS TO ANY BANK PURSUANT TO
THIS SECTION 2.15 TO THE EXTENT THAT SUCH BANK DID NOT QUALIFY FOR A COMPLETE
EXEMPTION FROM UNITED STATES WITHHOLDING TAXES AT THE TIME SUCH BANK BECAME A
PARTY TO THIS AGREEMENT AND TO THE EXTENT THAT THE OBLIGATION TO PAY ADDITIONAL
AMOUNTS WOULD NOT HAVE ARISEN BUT FOR THE FAILURE OF SUCH BANK TO COMPLY WITH
THIS PARAGRAPH (E), EXCEPT TO THE EXTENT SUCH BANK IS NOT ABLE TO COMPLY AS A
RESULT OF A CHANGE IN LAW.
ANY ASSIGNEE OF ALL OR ANY PORTION OF ANY BANK'S
RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT SHALL BE SUBJECT TO THIS
SECTION 2.15(E).
(F)
UPON THE REASONABLE REQUEST OF THE BORROWER, ANY BANK CLAIMING ANY
ADDITIONAL AMOUNTS PAYABLE PURSUANT TO THIS SECTION 2.15 SHALL USE ITS
REASONABLE EFFORTS (CONSISTENT WITH ITS INTERNAL POLICIES AND REQUIREMENTS OF
LAW) TO CHANGE THE JURISDICTION OF ITS APPLICABLE LENDING OFFICE IF SUCH A
CHANGE WOULD REDUCE ANY SUCH ADDITIONAL AMOUNTS (OR ANY SIMILAR AMOUNT THAT MAY
THEREAFTER ACCRUE) AND WOULD NOT, IN THE SOLE DETERMINATION OF SUCH BANK, BE
OTHERWISE DISADVANTAGEOUS TO SUCH BANK.
(G)
THE BORROWER OR THE GUARANTOR SHALL INDEMNIFY THE ADMINISTRATIVE AGENT AND
EACH BANK, WITHIN 10 DAYS AFTER WRITTEN DEMAND THEREFOR,