PURPOSES OF THAT OTHER PARTY'S COMPLIANCE WITH ANY OTHER LAW, REGULATION, OR
EXCHANGE OF INFORMATION REGIME.
(B)
IF A PARTY CONFIRMS TO ANOTHER PARTY PURSUANT TO PARAGRAPH (A)(I)
ABOVE THAT IT IS A FATCA EXEMPT PARTY AND IT SUBSEQUENTLY BECOMES AWARE THAT IT
IS NOT OR HAS CEASED TO BE A FATCA EXEMPT PARTY, THAT PARTY SHALL NOTIFY THAT
OTHER PARTY REASONABLY PROMPTLY.
90
(C)
PARAGRAPH (A) ABOVE SHALL NOT OBLIGE ANY FINANCE PARTY TO DO ANYTHING,
AND PARAGRAPH (A)(III) ABOVE SHALL NOT OBLIGE ANY OTHER PARTY TO DO ANYTHING,
WHICH WOULD OR MIGHT IN ITS REASONABLE OPINION CONSTITUTE A BREACH OF:
(I)
ANY LAW OR REGULATION;
(II)
ANY FIDUCIARY DUTY; OR
(III)
ANY DUTY OF CONFIDENTIALITY.
(D)
IF A PARTY FAILS TO CONFIRM WHETHER OR NOT IT IS A FATCA EXEMPT PARTY
OR TO SUPPLY FORMS, DOCUMENTATION OR OTHER INFORMATION REQUESTED IN ACCORDANCE
WITH PARAGRAPH (A)(I) OR (II) ABOVE (INCLUDING, FOR THE AVOIDANCE OF DOUBT,
WHERE PARAGRAPH (C) ABOVE APPLIES), THEN SUCH PARTY SHALL BE TREATED FOR THE
PURPOSES OF THE FINANCE DOCUMENTS (AND PAYMENTS UNDER THEM) AS IF IT IS NOT A
FATCA EXEMPT PARTY UNTIL SUCH TIME AS THE PARTY IN QUESTION PROVIDES THE
REQUESTED CONFIRMATION, FORMS, DOCUMENTATION OR OTHER INFORMATION.
14.9
FATCA DEDUCTION
(A)
EACH PARTY MAY MAKE ANY FATCA DEDUCTION IT IS REQUIRED TO MAKE BY
FATCA, AND ANY PAYMENT REQUIRED IN CONNECTION WITH THAT FATCA DEDUCTION, AND NO
PARTY SHALL BE REQUIRED TO INCREASE ANY PAYMENT IN RESPECT OF WHICH IT MAKES
SUCH A FATCA DEDUCTION OR OTHERWISE COMPENSATE THE RECIPIENT OF THE PAYMENT FOR
THAT FATCA DEDUCTION.
(B)
EACH PARTY SHALL PROMPTLY, UPON BECOMING AWARE THAT IT MUST MAKE A
FATCA DEDUCTION (OR THAT THERE IS ANY CHANGE IN THE RATE OR THE BASIS OF SUCH
FATCA DEDUCTION), NOTIFY THE PARTY TO WHOM IT IS MAKING THE PAYMENT AND, IN
ADDITION, SHALL NOTIFY A BORROWER AND THE AGENT AND THE AGENT SHALL NOTIFY THE
OTHER FINANCE PARTIES.
15.
US TAX MATTERS
15.1
FINANCE
PARTY'S OBLIGATIONS
(A)
WITHOUT LIMITING THE GENERALITY OF CLAUSE 14.4 (EXCLUSIONS):
(I)
EACH LENDER (OTHER THAN WHERE A LENDER 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 TWO DULY EXECUTED COPIES (OR SUCH OTHER
NUMBER AS MAY BE SPECIFIED BY THE BORROWER IN ORDER TO COMPLY WITH THEN
APPLICABLE REQUIREMENTS OF US LAW) OF WHICHEVER OF THE FOLLOWING US INTERNAL
REVENUE SERVICE FORMS IS APPLICABLE, NAMELY W-8BEN, W-8BEN-E, W-8-ECI, W-8-IMY
OR ANY SUCCESSOR TO ANY SUCH FORM INCLUDING (IF APPLICABLE) CERTIFICATION BY
EACH RELEVANT LENDER UNDER THE APPLICABLE INCOME TAX TREATY TO WHICH THE UNITED
STATES IS A PARTY (AND, WHERE THAT LENDER IS (THROUGH ITS RELEVANT FACILITY
OFFICE) CLAIMING EXEMPTION FROM US FEDERAL INCOME AND WITHHOLDING TAX UNDER
SECTION 871(H) OR 881(C) OF THE US TAX CODE A STATEMENT THAT IT IS NOT A PERSON
DESCRIBED IN SECTION 881(C)(3) OF