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SEC Filings

SC 13D
ALLEN PAUL G filed this Form SC 13D on 11/22/1999
Entire Document
 
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the Borrower under this Agreement and the other Loan Documents or specifying the
level of withholding of U.S. federal income tax required as of the date such
forms are supplied and (ii) in the case of each Lender (or Transferee) that is
not a U.S. Person (as defined in Section 7701(a)(30) of the Code) on or before
the first interest payment date on or after January 1, 2001, two copies of
properly completed United States Internal Revenue Service Form W-8BEN or W-8ECI
(or other appropriate form) that complies with requirements of law in effect as
of January 1, 2001 for claiming an exemption from or reduction in the rate of
United States withholding tax and shall continue to maintain the validity of
such form or shall provide other appropriate forms for the purpose of
establishing an exemption from or reduction in the rate of United States
withholding tax by complying on an ongoing basis with any applicable law in
effect on and after January 1, 2001 unless such Lender (or Transferee) is unable
to do so due to a change in law after the date such Lender (or Transferee)
becomes a Lender (or Transferee) hereunder. The forms described in clause (i)
shall be delivered by each Lender (or Transferee) on or before the date of the
first interest payment to it following the date it becomes a Lender (or a
Transferee) hereunder (or, in the case of any Participant, on or before the date
such Participant purchases the related participation) and on or before the date
of the first interest payment to it following the date, if any, such Lender (or
Transferee) changes its applicable lending office by designating a different
lending office (a "New Lending Office"). In addition, each Lender (or
Transferee) shall deliver such forms promptly upon the obsolescence or
invalidity of any form previously delivered by such Lender (or Transferee)
unless such Lender (or Transferee) is unable to do so due to a change in law
after the date such Lender (or Transferee) becomes a Lender (or Transferee)
hereunder in which case, such Lender or Transferee will notify the Borrower and
the Administrative Agent of such inability in lieu of delivering such forms.
Each Lender (or Transferee) shall also promptly notify the Borrower at any time
it determines that it is no longer in a position to provide any previously
delivered certificate to the Borrower (or any other form of certification
adopted by the U.S. taxing authorities for such purpose) due to a change in its
circumstances and not due, inter alia, to a change in applicable law after the
date it became a Lender (or a Transferee) hereunder or due to a change in the
circumstances of the Borrower, the Guarantor or the use of proceeds of such
Lender's (or Transferee's) Loan. The failure of a Lender (or a Transferee) to
deliver any form pursuant to this Section 2.12(c) as a result of a change in law
after the date such Lender (or a Transferee) becomes a Lender (or a Transferee)
hereunder or as a result of a change in circumstances of the Borrower, the
Guarantor or the use of proceeds of such Lender's (or Transferee's) Loan shall
not constitute a failure to comply with this Section 2.12(c). If a Lender (or
Transferee) is unable to deliver any form pursuant to this Section 2.12(c), the
sole consequence of such failure shall be that the indemnity described in
Section 2.12(a) hereof shall not be available with respect to such Lender or
Transferee.

         (d) The parties agree, notwithstanding the foregoing, that the Borrower
shall be responsible pursuant to this Section 2.12 to indemnify, on an After Tax
Basis, any affected Lender or the Administrative Agent for any U.S. federal
withholding tax imposed, even if such tax is imposed under law as currently in
effect, if such tax is imposed pursuant to the conduit financing regulations set
forth in Treasury Regulations Section 1.881-3 due to any financing transaction
(as such term is defined in Treasury Regulations Section 1.881-3) (other than
the Loan) to which the Borrower, the Guarantor or any Affiliate of either is a
party.


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