APPROPRIATE GOVERNMENTAL AUTHORITY EVIDENCING PAYMENT THEREOF.
(E)
WITHOUT PREJUDICE TO THE SURVIVAL OF ANY OTHER AGREEMENT CONTAINED HEREIN,
THE AGREEMENTS AND OBLIGATIONS CONTAINED IN THIS SECTION SHALL SURVIVE THE
PAYMENT IN FULL OF THE PRINCIPAL OF AND INTEREST ON ALL LOANS MADE HEREUNDER.
(F)
EACH LENDER (OR TRANSFEREE) WHICH IS ORGANIZED OUTSIDE THE UNITED STATES
SHALL DELIVER TO THE BORROWER TWO COPIES OF EITHER INTERNAL REVENUE SERVICE
FORM W-8 BEN OR FORM W-8 ECI, OR, IN THE CASE OF A LENDER (OR TRANSFEREE)
CLAIMING EXEMPTION FROM U.S. FEDERAL WITHHOLDING TAX UNDER SECTION 871(H) OR
881(C) OF THE CODE WITH RESPECT TO PAYMENTS OF "PORTFOLIO INTEREST", A FORM W-8,
OR ANY SUBSEQUENT VERSIONS THEREOF OR SUCCESSORS THERETO (AND, IF SUCH NON-U.S.
LENDER DELIVERS A FORM W-8, A CERTIFICATE REPRESENTING THAT SUCH NON-U.S. LENDER
IS NOT A BANK FOR PURPOSES OF SECTION 881(C) OF THE CODE, IS NOT A 10-PERCENT
SHAREHOLDER (WITHIN THE MEANING OF SECTION 871(H)(3)(B) OF THE CODE) OF THE
BORROWER AND IS NOT A CONTROLLED FOREIGN CORPORATION RELATED TO THE BORROWER
(WITHIN THE MEANING OF SECTION 864(D)(4) OF THE CODE)) PROPERLY COMPLETED AND
DULY EXECUTED BY SUCH LENDER (OR TRANSFEREE) ESTABLISHING THAT SUCH PAYMENT IS
TOTALLY EXEMPT FROM, OR IS ELIGIBLE FOR A REDUCED RATE OF, UNITED STATES FEDERAL
WITHHOLDING TAX.
SUCH FORMS SHALL BE DELIVERED BY EACH LENDER ORGANIZED OUTSIDE
THE UNITED STATES ON OR BEFORE THE DATE IT BECOMES A PARTY TO THIS AGREEMENT
(OR, IN THE CASE OF A TRANSFEREE THAT IS A PARTICIPATION HOLDER, ON OR BEFORE
THE DATE SUCH PARTICIPATION HOLDER BECOMES A TRANSFEREE HEREUNDER) AND ON OR
BEFORE THE DATE, IF ANY, SUCH LENDER CHANGES ITS APPLICABLE LENDING OFFICE BY
DESIGNATING A DIFFERENT LENDING OFFICE (A "NEW LENDING OFFICE").
IN ADDITION,
EACH LENDER (OR TRANSFEREE) ORGANIZED OUTSIDE THE UNITED STATES SHALL DELIVER
SUCH FORMS PROMPTLY UPON THE OBSOLESCENCE OR INVALIDITY OF ANY FORM PREVIOUSLY
DELIVERED BY SUCH LENDER (OR TRANSFEREE).
NOTWITHSTANDING ANY OTHER PROVISION
OF THIS SECTION 2.21(F), A LENDER (OR TRANSFEREE) ORGANIZED OUTSIDE THE UNITED
STATES SHALL NOT BE REQUIRED TO DELIVER ANY FORM PURSUANT TO THIS
SECTION 2.21(F) THAT IT IS NOT LEGALLY ABLE TO DELIVER.
UNLESS THE BORROWER AND
THE AGENT HAVE RECEIVED FORMS OR OTHER DOCUMENTS SATISFACTORY TO THEM INDICATING
THAT PAYMENTS HEREUNDER ARE NOT SUBJECT TO UNITED STATES WITHHOLDING TAX OR ARE
SUBJECT TO SUCH TAX AT A RATE REDUCED BY AN APPLICABLE TAX TREATY, THE BORROWER
OR THE AGENT SHALL WITHHOLD TAXES FROM SUCH PAYMENTS AT THE APPLICABLE STATUTORY
RATE IN THE CASE OF PAYMENTS TO OR FOR ANY LENDER (OR TRANSFEREE) ORGANIZED
UNDER THE LAWS OF A JURISDICTION OUTSIDE THE UNITED STATES.
(G)
THE BORROWER SHALL NOT BE REQUIRED TO PAY ANY ADDITIONAL AMOUNTS TO ANY
LENDER (OR TRANSFEREE) IN RESPECT OF UNITED STATES FEDERAL WITHHOLDING TAX
PURSUANT TO PARAGRAPH (A) ABOVE TO THE EXTENT THAT THE OBLIGATION TO PAY SUCH
ADDITIONAL AMOUNTS (1) EXISTED ON THE DATE SUCH LENDER (OR TRANSFEREE) BECAME A
PARTY TO THIS AGREEMENT (OR IN THE CASE OF A TRANSFEREE THAT