OF, U.S. FEDERAL WITHHOLDING
TAX AND 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 INTERNAL REVENUE CODE, SUCH NON-U.S. LENDER
HEREBY REPRESENTS TO THE AGENT AND THE BORROWERS THAT SUCH NON-U.S. LENDER IS
NOT A BANK FOR PURPOSES OF SECTION 881(C) OF THE INTERNAL REVENUE CODE, IS NOT A
10-PERCENT SHAREHOLDER (WITHIN THE MEANING OF SECTION 871(H)(3)(B) OF THE
INTERNAL REVENUE CODE) OF THE HAYNES PARENT AND IS NOT A CONTROLLED FOREIGN
CORPORATION RELATED TO THE HAYNES PARENT (WITHIN THE MEANING OF
SECTION 864(D)(4) OF THE INTERNAL REVENUE CODE), AND SUCH NON-U.S. LENDER AGREES
THAT IT SHALL PROMPTLY NOTIFY THE AGENT IN THE EVENT ANY SUCH REPRESENTATION IS
NO LONGER ACCURATE.
SUCH FORMS SHALL BE DELIVERED BY 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 NON-U.S. LENDER CHANGES ITS APPLICABLE LENDING OFFICE BY
DESIGNATING A DIFFERENT LENDING OFFICE (A "NEW LENDING OFFICE").
IN ADDITION,
SUCH NON-U.S. LENDER SHALL DELIVER SUCH FORMS WITHIN 20 DAYS AFTER RECEIPT OF A
WRITTEN REQUEST THEREFOR FROM THE AGENT, THE ASSIGNING LENDER OR THE LENDER
GRANTING A PARTICIPATION, AS APPLICABLE.
NOTWITHSTANDING ANY OTHER PROVISION OF
THIS SECTION 6.5, A NON-U.S. LENDER SHALL NOT BE REQUIRED
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TO DELIVER ANY FORM PURSUANT TO THIS SECTION 6.5(E) THAT SUCH NON-U.S. LENDER IS
NOT LEGALLY ABLE TO DELIVER.
(F)
BORROWERS SHALL NOT BE REQUIRED TO INDEMNIFY ANY PERSON
OR TO PAY ANY ADDITIONAL AMOUNTS TO ANY PERSON PURSUANT TO SUBSECTIONS (A) OR
(D) ABOVE TO THE EXTENT THAT (I) THE TAX WAS APPLICABLE ON THE DATE SUCH PERSON
BECAME A PARTY TO THIS AGREEMENT (OR, IN THE CASE OF A TRANSFEREE THAT IS A
PARTICIPANT, ON THE DATE SUCH PARTICIPANT BECAME A TRANSFEREE HEREUNDER) OR,
WITH RESPECT TO PAYMENTS TO A NEW LENDING OFFICE, THE DATE SUCH PERSON
DESIGNATED SUCH NEW LENDING OFFICE WITH RESPECT TO A LOAN; PROVIDED, THAT, THIS
SUBSECTION (F) SHALL NOT APPLY (A) TO ANY TRANSFEREE OR NEW LENDING OFFICE THAT
BECOMES A TRANSFEREE OR NEW LENDING OFFICE AS A RESULT OF AN ASSIGNMENT,
PARTICIPATION, TRANSFER OR DESIGNATION MADE AT THE REQUEST OF BORROWERS AND
(B) TO THE EXTENT THE INDEMNITY PAYMENT OR ADDITIONAL AMOUNTS ANY TRANSFEREE,
ACTING THROUGH A NEW LENDING OFFICE, WOULD BE ENTITLED TO RECEIVE (WITHOUT
REGARD TO THIS SUBSECTION (F)) DO NOT EXCEED THE INDEMNITY PAYMENT OR ADDITIONAL
AMOUNTS THAT THE PERSON MAKING THE ASSIGNMENT, PARTICIPATION OR TRANSFER TO SUCH
TRANSFEREE MAKING THE DESIGNATION OF SUCH NEW LENDING OFFICE, WOULD HAVE BEEN
ENTITLED TO RECEIVE IN THE ABSENCE OF SUCH ASSIGNMENT, PARTICIPATION, TRANSFER
OR DESIGNATION OR (II) THE OBLIGATION TO PAY SUCH ADDITIONAL AMOUNTS WOULD NOT
HAVE ARISEN BUT FOR A FAILURE BY SUCH PERSON TO COMPLY WITH THE PROVISIONS OF
SUBSECTION (E) ABOVE OR THE GROSS NEGLIGENCE OR WILFUL MISCONDUCT OF SUCH PERSON
AS DETERMINED PURSUANT TO A FINAL, NON APPEALABLE ORDER OF