SECTION 5, AND
ANY LIABILITY (INCLUDING PENALTIES, INTEREST AND EXPENSES) ARISING THEREFROM OR
WITH RESPECT THERETO, PROVIDED THAT THE BUYER SHALL HAVE PROVIDED THE SELLER
WITH EVIDENCE, REASONABLY SATISFACTORY TO THE SELLER, OF PAYMENT OF TAXES OR
OTHER TAXES, AS THE CASE MAY BE.
(D)
ANY FOREIGN BUYER SHALL PROVIDE THE SELLER WITH PROPERLY COMPLETED
IRS FORM W-8BEN OR W-8ECI OR ANY SUCCESSOR FORM PRESCRIBED BY THE IRS,
CERTIFYING THAT SUCH FOREIGN BUYER IS ENTITLED TO BENEFITS UNDER AN INCOME TAX
TREATY TO WHICH THE UNITED STATES IS A PARTY WHICH REDUCES THE RATE OF
WITHHOLDING TAX ON PAYMENTS OF INTEREST OR CERTIFYING THAT THE INCOME RECEIVABLE
PURSUANT TO THIS AGREEMENT IS EFFECTIVELY CONNECTED WITH THE CONDUCT OF A TRADE
OR BUSINESS IN THE UNITED STATES ON OR PRIOR TO THE DATE UPON WHICH EACH SUCH
FOREIGN BUYER BECOMES A BUYER.
EACH FOREIGN BUYER WILL RESUBMIT THE APPROPRIATE
FORM ON THE EARLIEST OF (A) THE THIRD ANNIVERSARY OF THE PRIOR SUBMISSION OR (B)
ON OR BEFORE THE EXPIRATION OF THIRTY (30) DAYS AFTER THERE IS A "CHANGE IN
CIRCUMSTANCES" WITH RESPECT TO SUCH FOREIGN BUYER AS DEFINED IN TREAS. REG.
SECTION 1.1441(E)(4)(II)(D).
FOR ANY PERIOD WITH RESPECT TO WHICH A FOREIGN
BUYER HAS FAILED TO PROVIDE THE SELLER WITH THE APPROPRIATE FORM OR OTHER
RELEVANT DOCUMENT PURSUANT TO THIS SECTION 5(D) (UNLESS SUCH FAILURE IS DUE TO A
CHANGE IN TREATY, LAW, OR REGULATION OCCURRING SUBSEQUENT TO THE DATE ON WHICH A
FORM ORIGINALLY WAS REQUIRED TO BE PROVIDED), SUCH FOREIGN BUYER SHALL NOT BE
ENTITLED TO ANY "GROSS-UP" OF TAXES OR INDEMNIFICATION UNDER SECTION 5(C) WITH
RESPECT TO TAXES IMPOSED BY THE UNITED STATES; PROVIDED, HOWEVER, THAT SHOULD A
FOREIGN BUYER, WHICH IS OTHERWISE EXEMPT FROM A WITHHOLDING TAX, BECOME SUBJECT
TO TAXES BECAUSE OF ITS FAILURE TO DELIVER A FORM REQUIRED HEREUNDER, THE SELLER
SHALL TAKE SUCH STEPS AS SUCH FOREIGN BUYER SHALL REASONABLY REQUEST TO ASSIST
SUCH FOREIGN BUYER TO RECOVER SUCH TAXES.
(E)
WITHOUT PREJUDICE TO THE SURVIVAL OR ANY OTHER AGREEMENT OF ANY
SELLER HEREUNDER, THE AGREEMENTS AND OBLIGATIONS OF SELLERS CONTAINED IN THIS
SECTION 5 SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.
NOTHING CONTAINED IN
THIS SECTION 5 SHALL REQUIRE BUYER TO MAKE AVAILABLE ANY OF ITS TAX RETURNS OR
OTHER INFORMATION THAT IT DEEMS TO BE CONFIDENTIAL OR PROPRIETARY.
(F)
EACH PARTY TO THIS AGREEMENT ACKNOWLEDGES THAT IT IS ITS INTENT
FOR PURPOSES OF U.S. FEDERAL, STATE AND LOCAL INCOME AND FRANCHISE TAXES TO
TREAT EACH TRANSACTION AS INDEBTEDNESS OF SELLER THAT IS SECURED BY THE
PURCHASED LOANS AND THAT THE PURCHASED LOANS ARE OWNED BY SELLER IN THE ABSENCE
OF AN EVENT OF DEFAULT BY SELLER.
ALL PARTIES TO THIS AGREEMENT AGREE TO SUCH
TREATMENT AND AGREE TO TAKE NO ACTION INCONSISTENT WITH THIS TREATMENT, UNLESS
REQUIRED BY LAW.
6.
MARGIN MAINTENANCE
(A)
IF AT ANY TIME EITHER (I) THE AGGREGATE MARKET VALUE OF ALL
PURCHASED LOANS SUBJECT TO ALL TRANSACTIONS IS LESS THAN THE AGGREGATE MV MARGIN
AMOUNT FOR ALL SUCH