ALL PAYMENTS BY ANY BORROWER UNDER THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS, OR (II) IF THE NON-U.S. LENDER IS CLAIMING EXEMPTION FROM U.S.
FEDERAL WITHHOLDING TAX UNDER SECTION 871(H) OR 881(C) OF THE
60
CODE WITH RESPECT TO PAYMENTS OF "PORTFOLIO INTEREST", ATTACHING TO SUCH
NON-U.S. LENDER'S FORM W-8BEN A STATEMENT SUBSTANTIALLY IN THE FORM OF EXHIBIT
I.
SUCH FORMS SHALL BE TRUE AND ACCURATE AND SHALL BE DELIVERED BY EACH
NON-U.S. LENDER ON OR BEFORE THE DATE IT BECOMES A PARTY TO THIS AGREEMENT (OR,
IN THE CASE OF ANY PARTICIPANT, ON OR BEFORE THE DATE SUCH PARTICIPANT PURCHASES
THE RELATED PARTICIPATION) AND PROMPTLY FROM TIME TO TIME THEREAFTER UPON THE
REASONABLE REQUEST OF THE PRIMARY BORROWER OR THE ADMINISTRATIVE AGENT.
IN
ADDITION, EACH NON-U.S. LENDER SHALL DELIVER SUCH FORMS PROMPTLY UPON THE
OBSOLESCENCE OR INVALIDITY OF ANY FORM PREVIOUSLY DELIVERED BY SUCH NON-U.S.
LENDER.
EACH NON-U.S. LENDER SHALL PROMPTLY NOTIFY THE PRIMARY BORROWER AT ANY
TIME IT DETERMINES THAT IT IS NO LONGER IN A POSITION TO PROVIDE ANY PREVIOUSLY
DELIVERED CERTIFICATE TO THE PRIMARY BORROWER (OR ANY OTHER FORM OF
CERTIFICATION ADOPTED BY THE U.S. TAXING AUTHORITIES FOR SUCH PURPOSE).
NOTWITHSTANDING ANY OTHER PROVISION OF THIS PARAGRAPH, A NON-U.S. LENDER SHALL
NOT BE REQUIRED TO DELIVER ANY FORM PURSUANT TO THIS PARAGRAPH THAT SUCH
NON-U.S. LENDER IS NOT LEGALLY ABLE TO DELIVER.
EACH LENDER (OR TRANSFEREE) OR
AGENT THAT IS NOT A NON-U.S. LENDER SHALL FURNISH AN ACCURATE AND COMPLETE U.S.
INTERNAL REVENUE SERVICE FORM W-9 (OR SUCCESSOR FORM) ESTABLISHING THAT SUCH
LENDER (OR TRANSFEREE) OR AGENT IS NOT SUBJECT TO U.S. BACKUP WITHHOLDING, AND
TO THE EXTENT IT MAY LAWFULLY DO SO AT SUCH TIMES, PROVIDE A NEW FORM W-9 (OR
SUCCESSOR FORM) UPON THE EXPIRATION OR OBSOLESCENCE OF ANY PREVIOUSLY DELIVERED
FORM.
(E) A LENDER (OR TRANSFEREE) OR AGENT THAT IS ENTITLED TO AN EXEMPTION FROM OR
REDUCTION OF NON-U.S. WITHHOLDING TAX UNDER THE LAW OF THE JURISDICTION IN WHICH
A BORROWER IS LOCATED, OR ANY TREATY TO WHICH SUCH JURISDICTION IS A PARTY, WITH
RESPECT TO PAYMENTS UNDER THIS AGREEMENT SHALL DELIVER TO SUCH BORROWER (WITH A
COPY TO THE ADMINISTRATIVE AGENT OR, IN THE CASE OF A PARTICIPANT, TO THE LENDER
FROM WHICH THE RELATED PARTICIPATION HAS BEEN PURCHASED FOR TRANSMITTAL TO THE
BORROWER AND THE ADMINISTRATIVE AGENT) AT THE TIME OR TIMES PRESCRIBED BY LAW OR
AS REASONABLY REQUESTED BY SUCH BORROWER, SUCH PROPERLY COMPLETED AND EXECUTED
TRUE AND ACCURATE DOCUMENTATION PRESCRIBED BY APPLICABLE LAW AS WILL PERMIT SUCH
PAYMENTS TO BE MADE WITHOUT WITHHOLDING OR AT A REDUCED RATE, PROVIDED THAT SUCH
BORROWER FURNISHES SUCH DOCUMENTATION TO SUCH LENDER, SUCH LENDER (OR
TRANSFEREE) OR AGENT IS LEGALLY ENTITLED TO COMPLETE, EXECUTE AND DELIVER SUCH
DOCUMENTATION AND IN SUCH LENDER'S REASONABLE JUDGMENT SUCH COMPLETION,
EXECUTION OR SUBMISSION WOULD NOT MATERIALLY PREJUDICE THE LEGAL POSITION OF
SUCH LENDER.
(F) IF ANY AGENT, LENDER OR TRANSFEREE DETERMINES, IN ITS SOLE DISCRETION,
EXERCISED IN GOOD FAITH, THAT IT HAS RECEIVED A REFUND OF