THE ADMINISTRATIVE AGENT THE ORIGINAL OR A CERTIFIED
COPY OF A RECEIPT ISSUED BY SUCH GOVERNMENTAL AUTHORITY EVIDENCING SUCH PAYMENT,
A COPY OF THE RETURN REPORTING SUCH PAYMENT OR OTHER EVIDENCE OF SUCH PAYMENT
REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT.
(E)
ANY FOREIGN LENDER THAT IS ENTITLED TO AN EXEMPTION FROM OR REDUCTION OF
WITHHOLDING TAX UNDER THE LAW 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), ON OR PRIOR TO THE DATE A PAYMENT IS TO BE MADE TO SUCH
LENDER UNDER THIS AGREEMENT OR PROMPTLY UPON LEARNING THAT ANY SUCH
DOCUMENTATION EXPIRED OR BECAME OBSOLETE, AT THE REASONABLE REQUEST OF THE
BORROWER, 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
31
REDUCED RATE OF WITHHOLDING; PROVIDED, THAT SUCH LENDER IS LEGALLY ENTITLED TO
COMPLETE, EXECUTE AND DELIVER SUCH DOCUMENTATION. SUCH COMPLETION, EXECUTION OR
DELIVERY WILL NOT BE REQUIRED IF, IN SUCH LENDER'S JUDGMENT, IT WOULD MATERIALLY
PREJUDICE THE LEGAL POSITION OF SUCH LENDER.
IN ADDITION, EACH FOREIGN LENDER
SHALL (A) FURNISH ON OR BEFORE THE DATE IT BECOMES A PARTY TO THE AGREEMENT
EITHER (I) TWO ACCURATE AND COMPLETE ORIGINALLY EXECUTED COPIES OF U.S. INTERNAL
REVENUE SERVICE ("IRS") FORM W-8BEN (OR SUCCESSOR FORM) OR (II) TWO ACCURATE AND
COMPLETE ORIGINALLY EXECUTED COPIES OF IRS 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 (B) PROVIDE A NEW FORM W-8BEN (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 C TOGETHER WITH A FORM W-8BEN.
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.
(F)
ANY LENDER THAT IS A UNITED STATES PERSON, AS DEFINED IN
SECTION 7701(A)(30) OF THE 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 IRS 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.
(G)
ANY FOREIGN LENDER, TO