THE US TAX CODE) AND/ OR SUCH OTHER FORMS,
CERTIFICATES AND DOCUMENTATION AS MAY BE NECESSARY OR APPROPRIATE TO ESTABLISH,
91
IN EACH CASE, WHETHER IT IS ENTITLED TO RECEIVE PAYMENTS UNDER THE FACILITIES
WITHOUT A TAX DEDUCTION FOR US FEDERAL INCOME OR WITHHOLDING TAX OR WITH A TAX
DEDUCTION AT A REDUCED RATE;
(II)
EACH LENDER, WHERE IT IS A "UNITED STATES PERSON" WITHIN THE MEANING OF
SECTION 7701(A)(30) OF THE US TAX CODE, SHALL, SUBJECT TO CLAUSE 15.1(A)(III),
DELIVER TO THE BORROWER (AND/OR SUCH OTHER OBLIGORS AS THE BORROWER DESIGNATES)
AND THE AGENT THE APPROPRIATE NUMBER OF COPIES OF DULY EXECUTED US INTERNAL
REVENUE SERVICE FORM W-9 OR ANY SUCCESSOR TO THAT FORM;
(III)
EACH LENDER IS NOT OBLIGED TO DELIVER ANY FORM(S) UNDER CLAUSE
15.1(A)(I) OR (II) ABOVE IF, AND TO THE EXTENT THAT, AS A RESULT OF THE
INTRODUCTION OF, OR CHANGE IN, OR CHANGE IN THE INTERPRETATION OR APPLICATION BY
ANY RELEVANT AUTHORITY OF, ANY LAW, TREATY OR REGULATION OR ANY PRACTICE OR
CONCESSION OF THE US INTERNAL REVENUE SERVICE AFTER THE FACILITY INITIATION
DATE, SUCH LENDER IS NOT LEGALLY ENTITLED TO COMPLETE THE FORM(S) IN A MANNER
WHICH WILL ENABLE THE BORROWER TO MAKE PAYMENTS TO, OR FOR, SUCH LENDER (THROUGH
ITS RELEVANT FACILITY OFFICE) WITHOUT DEDUCTION OR WITHHOLDING IN RESPECT OF
TAXES IN THE UNITED STATES OF AMERICA OR WITH A TAX DEDUCTION AT A REDUCED RATE;
AND
(IV)
EACH LENDER
(COPYING IN THE AGENT AT ALL TIMES) SHALL DELIVER THE FORMS,
CERTIFICATES AND DOCUMENTATION DESCRIBED IN THIS CLAUSE 15.1(A) TO THE BORROWER
AT THE FOLLOWING TIMES:
(A)
ON OR PRIOR TO BECOMING A PARTY TO THIS AGREEMENT;
(B)
UPON A CHANGE IN CIRCUMSTANCES (OTHER THAN THE MERE PASSAGE OF TIME)
REQUIRING A NEW OR ADDITIONAL FORM, CERTIFICATE OR DOCUMENTATION; AND
(C)
WHEN REASONABLY REQUESTED BY THE BORROWER.
(B)
IF ANY FORM, DOCUMENT OR REQUEST FOR INFORMATION REFERRED TO IN CLAUSE
15.1(A) OR 15.1(C) REQUIRES THE DISCLOSURE OF INFORMATION, OTHER THAN
INFORMATION NECESSARY TO COMPUTE THE TAX PAYABLE AND SUCH INFORMATION AS IS
REQUIRED TO BE PROVIDED ON THE WITHHOLDING FORMS, CERTIFICATES AND DOCUMENTS
(INCLUDING ALL ATTACHMENTS, REVISIONS, UPDATES AND REPLACEMENTS CURRENTLY
REQUIRED) THAT THE RELEVANT LENDER IS REQUIRED TO PROVIDE AT THE TIME IT BECOMES
A PARTY TO, OR ACQUIRES AN INTEREST IN, THIS AGREEMENT WHICH INFORMATION EACH
LENDER REASONABLY CONSIDERS TO BE CONFIDENTIAL, THAT LENDER SHALL NOT BE
OBLIGATED TO INCLUDE IN SUCH FORM OR DOCUMENT SUCH CONFIDENTIAL INFORMATION
PROVIDED, HOWEVER THAT THE IDENTITY OF ANY PERSON SHALL NOT BE CONSIDERED
CONFIDENTIAL IF SUCH INFORMATION IS REQUIRED TO AVOID OR REDUCE WITHHOLDING
TAXES.
(C)
EACH LENDER SHALL PROMPTLY PROVIDE, UPON REASONABLE REQUEST FROM THE
BORROWER ANY ADDITIONAL INFORMATION THAT THE BORROWER NEEDS IN ORDER FOR THE
BORROWER TO DETERMINE THE AMOUNT OF ANY APPLICABLE WITHHOLDING TAXES, IF
APPLICABLE.
15.2
REGISTER OF LOANS
(A)
THE AGENT SHALL MAINTAIN A REGISTER (THE US REGISTER) FOR THE
REGISTRATION AND TRANSFER OF THE LOANS, AND SHALL ENTER THE NAMES AND ADDRESSES
OF THE REGISTERED