HEREIN OR (III) TO THE EXTENT THAT SUCH TAX WAS
IN EFFECT AT THE TIME SUCH LENDER BECAME A PARTY TO THIS AGREEMENT, EXCEPT TO
THE EXTENT THAT SUCH LENDER'S ASSIGNOR (IF ANY) WAS ENTITLED, AT THE TIME OF THE
ASSIGNMENT, TO RECEIVE ADDITIONAL AMOUNTS FROM A BORROWER WITH RESPECT TO TAXES
PURSUANT TO THIS SECTION 15.11(C).
(D)
EACH LENDER THAT IS ORGANIZED UNDER THE LAWS OF A JURISDICTION
OUTSIDE THE UNITED STATES (A "NON-U.S. LENDER") SHALL DELIVER TO THE AGENT TWO
PROPERLY COMPLETED AND DULY EXECUTED COPIES OF EITHER U.S. INTERNAL REVENUE
SERVICE FORM W-8BEN, W-8ECI OR W-8IMY OR ANY SUBSEQUENT VERSIONS THEREOF OR
SUCCESSORS THERETO, IN EACH CASE CLAIMING COMPLETE EXEMPTION FROM, OR REDUCED
RATE OF, U.S. FEDERAL WITHHOLDING TAX WITH RESPECT TO
66
PAYMENTS OF INTEREST HEREUNDER.
IN ADDITION, 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 IRC, SUCH NON-U.S. LENDER HEREBY REPRESENTS THAT SUCH NON-U.S.
LENDER IS NOT A BANK FOR PURPOSES OF SECTION 881(C) OF THE IRC, IS NOT A
10-PERCENT SHAREHOLDER (WITHIN THE MEANING OF SECTION 871(H)(3)(B) OF THE IRC)
OF ANY BORROWER AND IS NOT A CONTROLLED FOREIGN CORPORATION RELATED TO ANY
BORROWER (WITHIN THE MEANING OF SECTION 864(D)(4) OF THE IRC), AND SUCH NON-U.S.
LENDER AGREES THAT IT SHALL PROMPTLY NOTIFY THE AGENT IN THE EVENT ANY SUCH
REPRESENTATION IS NO LONGER ACCURATE.
EACH LENDER THAT IS ORGANIZED IN THE
UNITED STATES OR A POLITICAL SUBDIVISION THEREOF AND IS NOT ELIGIBLE TO BE
TREATED AS AN EXEMPT RECIPIENT BASED ON THE INDICATOR DESCRIBED IN TREASURY
REGULATION SECTION 1.6049-4(C)(1)(II)(A)(1) (ANY SUCH LENDER, A "U.S. LENDER")
AGREES THAT IT WILL DELIVER TO THE AGENT TWO PROPERLY COMPLETED AND DULY
EXECUTED COPIES OF THE UNITED STATES INTERNAL REVENUE SERVICE FORM W-9 STATING
THAT SUCH U.S. LENDER IS ENTITLED TO AN EXEMPTION FROM UNITED STATES BACKUP
WITHHOLDING TAX. SUCH FORMS SHALL BE DELIVERED BY EACH U.S. LENDER AND EACH
NON-U.S. LENDER ON OR BEFORE THE DATE IT BECOMES A PARTY TO THIS AGREEMENT AND
ON OR BEFORE THE DATE, IF ANY, SUCH U.S. LENDER OR NON-U.S. LENDER CHANGES ITS
APPLICABLE LENDING OFFICE BY DESIGNATING A DIFFERENT LENDING OFFICE (A "NEW
LENDING OFFICE").
IN ADDITION, EACH U.S. LENDER AND EACH NON-U.S. LENDER SHALL
DELIVER SUCH FORMS WITHIN 20 DAYS AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR
FROM THE AGENT.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS SECTION 15.11, A
U.S. LENDER OR NON-U.S. LENDER SHALL NOT BE REQUIRED TO DELIVER ANY FORM
PURSUANT TO THIS SECTION 15.11(D) THAT SUCH U.S. LENDER OR NON-U.S. LENDER IS
NOT LEGALLY ABLE TO DELIVER.
(E)
IF ANY LENDER CLAIMS EXEMPTION FROM, OR REDUCTION IN THE RATE OF,
APPLICABLE WITHHOLDING TAXES AND SUCH LENDER SELLS, ASSIGNS, GRANTS A
PARTICIPATION IN, OR OTHERWISE TRANSFERS ALL OR PART OF THE OBLIGATIONS OF
BORROWERS TO ANOTHER LENDER, SUCH LENDER AGREES TO NOTIFY AGENT AND
ADMINISTRATIVE BORROWER OF THE PERCENTAGE AMOUNT IN WHICH IT IS NO LONGER THE
BENEFICIAL OWNER OF OBLIGATIONS OF