CASE OF NON-U.S. LENDER 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", UNITED STATES INTERNAL REVENUE SERVICE
FORM W-8BEN (TOGETHER WITH 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 US
BORROWER AND IS NOT A CONTROLLED FOREIGN CORPORATION RELATED TO THE US BORROWER
(WITHIN THE MEANING OF SECTION 864(D)(4) OF THE CODE)), OR (Y) INTERNAL REVENUE
SERVICE FORM W-8BEN OR FORM W-8ECI, IN EACH CASE PROPERLY COMPLETED AND DULY
EXECUTED BY SUCH NON-U.S. LENDER CLAIMING COMPLETE EXEMPTION FROM, OR REDUCED
RATE OF, U.S. FEDERAL WITHHOLDING TAX ON PAYMENTS BY THE US BORROWER UNDER THIS
AGREEMENT;
(II)
DELIVER TO THE US BORROWER AND THE ADMINISTRATIVE AGENT TWO FURTHER COPIES
OF ANY SUCH FORM OR CERTIFICATION (OR ANY APPLICABLE SUCCESSOR FORM) ON OR
BEFORE THE DATE THAT ANY SUCH FORM OR CERTIFICATION EXPIRES OR BECOMES OBSOLETE
AND AFTER THE OCCURRENCE OF ANY EVENT REQUIRING A CHANGE IN THE MOST RECENT FORM
PREVIOUSLY DELIVERED BY IT TO THE US BORROWER; AND
(III)
OBTAIN SUCH EXTENSIONS OF TIME FOR FILING AND COMPLETE SUCH FORMS OR
CERTIFICATIONS AS MAY REASONABLY BE REQUESTED BY THE US BORROWER OR THE
ADMINISTRATIVE AGENT;
unless in any such case any change in treaty, law or regulation has occurred
prior to the date on which any such delivery would otherwise be required that
renders any such form
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inapplicable or would prevent such Lender from duly completing and delivering
any such form with respect to it and such Lender so advises the US Borrower and
the Administrative Agent.
Each Person that shall become a Participant pursuant
to Section 14.6 or a Lender pursuant to Section 14.6 shall, upon the
effectiveness of the related transfer, be required to provide all the forms and
statements required pursuant to this Section 5.4(b); provided, that in the case
of a Participant such Participant shall furnish all such required forms and
statements to the Lender from which the related participation shall have been
purchased.
Notwithstanding anything to the contrary, no Lender or Participant
shall be required to deliver any form or certification that it is not legally
able to deliver.
(C)
THE US BORROWER SHALL NOT BE REQUIRED TO INDEMNIFY ANY NON-U.S. LENDER, OR
TO PAY ANY ADDITIONAL AMOUNTS TO ANY NON-U.S. LENDER, IN RESPECT OF U.S. FEDERAL
WITHHOLDING TAX PURSUANT TO PARAGRAPH (A) ABOVE TO THE EXTENT THAT (I) THE
OBLIGATION TO WITHHOLD AMOUNTS WITH RESPECT TO U.S. FEDERAL WITHHOLDING TAX
EXISTED ON THE DATE SUCH NON-U.S. LENDER BECAME A PARTY TO THIS AGREEMENT (OR,
IN THE CASE OF A PARTICIPANT THAT IS NOT ORGANIZED UNDER THE LAWS OF THE UNITED
STATES OF AMERICA OR A STATE THEREOF (A "NON-U.S. PARTICIPANT"), ON THE DATE
SUCH NON-U.S. PARTICIPANT BECAME A PARTICIPANT HEREUNDER); PROVIDED, HOWEVER,
THAT THIS CLAUSE (I) SHALL NOT APPLY TO THE