PAYMENT, TO THE EXTENT SUCH A RECEIPT IS ISSUED THEREFOR, OR
OTHER WRITTEN PROOF OF PAYMENT THEREOF THAT IS REASONABLY SATISFACTORY TO THE
ADMINISTRATIVE AGENT.
FOR PURPOSES OF SUBSECTIONS (D) AND (E) OF THIS
SECTION 2.11, THE TERMS "UNITED STATES PERSON" SHALL HAVE THE MEANINGS SPECIFIED
IN SECTION 7701 OF THE INTERNAL REVENUE CODE.
35
(E)
EACH LENDER THAT IS NOT A UNITED STATES
PERSON (A "NON-U.S. LENDER") SHALL, ON OR PRIOR TO THE DATE OF ITS EXECUTION AND
DELIVERY OF THIS AGREEMENT IN THE CASE OF EACH INITIAL LENDER, ON THE DATE OF
THE ASSIGNMENT AND ACCEPTANCE PURSUANT TO WHICH IT BECOMES A LENDER IN THE CASE
OF EACH OTHER LENDER (OR, IN THE CASE OF A PARTICIPATION, ON OR PRIOR TO THE
DATE ON WHICH SUCH PARTICIPANT PURCHASES THE PARTICIPATION), AND AT THE TIME OR
TIMES PRESCRIBED BY APPLICABLE LAW, OR FROM TIME TO TIME THEREAFTER AS
REASONABLY REQUESTED IN WRITING BY THE BORROWER (BUT ONLY SO LONG AS SUCH LENDER
REMAINS LAWFULLY ABLE TO DO SO), PROVIDE EACH OF THE ADMINISTRATIVE AGENT AND
BORROWER WITH TWO ORIGINAL PROPERLY COMPLETED INTERNAL REVENUE SERVICE FORMS
W-8BEN, W-8IMY OR W-8ECI, AS APPROPRIATE, OR ANY SUCCESSOR OR OTHER FORM
PRESCRIBED BY THE INTERNAL REVENUE SERVICE, CERTIFYING THAT SUCH NON-U.S. LENDER
IS EXEMPT FROM OR ENTITLED TO A REDUCED RATE OF UNITED STATES WITHHOLDING TAX ON
PAYMENTS PURSUANT TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS OR, IN THE CASE
OF A NON-U.S. LENDER THAT IS RELYING ON THE PORTFOLIO INTEREST EXEMPTION,
CERTIFYING THAT SUCH NON-U.S. LENDER IS A FOREIGN CORPORATION, PARTNERSHIP,
ESTATE OR TRUST.
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 (PROVIDED THAT SUCH NON-U.S. LENDER REMAINS LAWFULLY ABLE
TO DO SO).
EACH NON-U.S. LENDER SHALL PROMPTLY NOTIFY THE BORROWER AT ANY TIME
IT DETERMINES THAT IT IS NO LONGER IN A POSITION TO PROVIDE ANY PREVIOUSLY
DELIVERED CERTIFICATE TO THE BORROWER (OR ANY OTHER FORM OF CERTIFICATION
ADOPTED BY THE U.S. TAXING AUTHORITIES FOR SUCH PURPOSE).
IF THE FORMS PROVIDED
BY A NON-U.S. LENDER AT THE TIME SUCH NON-U.S. LENDER FIRST BECOMES A PARTY TO
THIS AGREEMENT INDICATE A UNITED STATES INTEREST WITHHOLDING TAX RATE IN EXCESS
OF ZERO, WITHHOLDING TAX AT SUCH RATE SHALL BE CONSIDERED EXCLUDED FROM TAXES
UNLESS AND UNTIL SUCH NON-U.S. LENDER PROVIDES THE APPROPRIATE PROPERLY
COMPLETED AND EXECUTED FORMS TO THE BORROWER (WITH A COPY TO THE ADMINISTRATIVE
AGENT) CERTIFYING THAT A LESSER RATE APPLIES, WHEREUPON WITHHOLDING TAX AT SUCH
LESSER RATE ONLY SHALL BE CONSIDERED EXCLUDED FROM TAXES FOR PERIODS GOVERNED BY
SUCH FORMS; PROVIDED, HOWEVER, THAT IF, AT THE EFFECTIVE DATE OF THE ASSIGNMENT
AND ACCEPTANCE PURSUANT TO WHICH A NON-U.S. LENDER BECOMES A PARTY TO THIS
AGREEMENT (OR, IN THE CASE OF A PARTICIPATION, THE DATE ON WHICH THE PARTICIPANT
PURCHASES THE PARTICIPATION), THE NON-U.S. LENDER ASSIGNOR (OR, IN THE CASE OF A
PARTICIPATION, THE NON-U.S. LENDER SELLER) WAS ENTITLED TO PAYMENTS UNDER
SECTION