OF THE JURISDICTION IN WHICH THE
BORROWER IS LOCATED, OR ANY TREATY TO WHICH SUCH JURISDICTION IS A PARTY, WITH
RESPECT TO PAYMENTS UNDER THIS AGREEMENT SHALL DELIVER TO THE BORROWER (WITH A
COPY TO THE ADMINISTRATIVE AGENT) SUCH PROPERLY COMPLETED AND EXECUTED
DOCUMENTATION PRESCRIBED BY APPLICABLE LAW OR REASONABLY REQUESTED BY THE
BORROWER AS WILL PERMIT SUCH PAYMENTS TO BE MADE WITHOUT WITHHOLDING OR AT A
REDUCED RATE; PROVIDED THAT SUCH LENDER IS LEGALLY ENTITLED TO COMPLETE, EXECUTE
AND DELIVER SUCH DOCUMENTATION AND IN SUCH LENDER'S JUDGMENT SUCH COMPLETION,
EXECUTION OR DELIVERY WOULD NOT MATERIALLY PREJUDICE THE LEGAL POSITION OF SUCH
LENDER.
IN ADDITION, EACH FOREIGN LENDER SHALL (I) FURNISH ON OR BEFORE IT
BECOMES A PARTY TO THE AGREEMENT EITHER (A) TWO ACCURATE AND COMPLETE ORIGINALLY
EXECUTED U.S. INTERNAL REVENUE SERVICE FORM W-8BEN (OR SUCCESSOR FORM) OR (B) AN
ACCURATE AND COMPLETE U.S.
INTERNAL REVENUE SERVICE FORM W-8ECI (OR SUCCESSOR
FORM), CERTIFYING, IN EITHER CASE, TO SUCH FOREIGN LENDER'S LEGAL ENTITLEMENT TO
AN EXEMPTION OR REDUCTION FROM U.S. FEDERAL WITHHOLDING TAX WITH RESPECT TO ALL
INTEREST PAYMENTS HEREUNDER, AND (II) PROVIDE A NEW FORM W8BEN (OR SUCCESSOR
FORM) OR FORM W-8ECI (OR SUCCESSOR FORM) UPON THE EXPIRATION OR OBSOLESCENCE OF
ANY PREVIOUSLY DELIVERED FORM TO RECONFIRM ANY COMPLETE EXEMPTION FROM, OR ANY
ENTITLEMENT TO A REDUCTION IN, U.S. FEDERAL WITHHOLDING TAX WITH RESPECT TO ANY
INTEREST PAYMENT HEREUNDER; PROVIDED THAT ANY FOREIGN LENDER THAT IS NOT A
"BANK" WITHIN THE MEANING OF SECTION 881(C)(3)(A) OF THE CODE AND IS RELYING ON
THE SO-CALLED "PORTFOLIO INTEREST EXEMPTION" SHALL ALSO FURNISH A "NON-BANK
CERTIFICATE" IN THE FORM OF EXHIBIT J TOGETHER WITH A FORM W8BEN.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS PARAGRAPH, A FOREIGN LENDER SHALL
NOT BE REQUIRED TO DELIVER ANY FORM PURSUANT TO THIS PARAGRAPH THAT SUCH FOREIGN
LENDER IS NOT LEGALLY ABLE TO DELIVER.
(E)
ANY LENDER THAT IS A UNITED STATES PERSON, AS DEFINED IN SECTION
7701(A)(30) OF THE INTERNAL REVENUE CODE, AND IS NOT AN EXEMPT RECIPIENT WITHIN
THE MEANING OF TREASURY REGULATIONS SECTION 1.6049-4(C) SHALL DELIVER TO THE
BORROWER (WITH A COPY TO THE ADMINISTRATIVE AGENT) TWO ACCURATE AND COMPLETE
ORIGINAL SIGNED COPIES OF INTERNAL REVENUE SERVICE FORM W-9, OR ANY SUCCESSOR
FORM THAT SUCH PERSON IS ENTITLED TO PROVIDE AT SUCH TIME IN ORDER TO COMPLY
WITH UNITED STATES BACK-UP WITHHOLDING REQUIREMENTS.
(F)
WITHOUT PREJUDICE TO THE SURVIVAL OF ANY OTHER AGREEMENT OF THE
BORROWER HEREUNDER, THE AGREEMENTS AND OBLIGATIONS OF THE BORROWER CONTAINED IN
THIS SECTION 2.20 SHALL SURVIVE THE PAYMENT IN FULL OF ALL AMOUNTS DUE
HEREUNDER.
38
(G)
IN THE EVENT THAT ANY LENDER OR THE ADMINISTRATIVE AGENT RECEIVES
A REFUND IN RESPECT OF INDEMNIFIED TAXES OR OTHER TAXES AS TO WHICH IT HAS BEEN
PAID ADDITIONAL AMOUNTS BY THE BORROWER PURSUANT TO CLAUSE (A) OF THIS SECTION
OR INDEMNIFIED BY THE BORROWER PURSUANT TO CLAUSE (B) OF THIS SECTION AND SUCH
LENDER OR THE ADMINISTRATIVE AGENT, AS APPLICABLE, REASONABLY DETERMINES THAT
SUCH REFUND IS ATTRIBUTABLE TO SUCH ADDITIONAL