NOT PAYMENTS MADE HEREUNDER OR
UNDER ANY OTHER LOAN DOCUMENT ARE SUBJECT TO TAXES, (B) IF APPLICABLE, THE
REQUIRED RATE OF WITHHOLDING OR DEDUCTION, AND (C) SUCH LENDER'S ENTITLEMENT TO
ANY AVAILABLE EXEMPTION FROM, OR REDUCTION OF, APPLICABLE TAXES IN RESPECT OF
ALL PAYMENTS TO BE MADE TO SUCH LENDER BY THE BORROWER PURSUANT TO THIS
AGREEMENT OR OTHERWISE TO ESTABLISH SUCH LENDER'S STATUS FOR WITHHOLDING TAX
PURPOSES IN THE APPLICABLE JURISDICTION.
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(II) WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IF THE BORROWER IS
RESIDENT FOR TAX PURPOSES IN THE UNITED STATES,
(1) ANY LENDER THAT IS A "UNITED STATES PERSON" WITHIN THE MEANING OF SECTION
7701(A)(30) OF THE CODE SHALL DELIVER TO THE BORROWER AND THE AGENT EXECUTED
ORIGINALS OF INTERNAL REVENUE SERVICE FORM W-9 OR SUCH OTHER DOCUMENTATION OR
INFORMATION PRESCRIBED BY APPLICABLE LAWS OR REASONABLY REQUESTED BY THE
BORROWER OR THE AGENT AS WILL ENABLE THE BORROWER OR THE AGENT, AS THE CASE MAY
BE, TO DETERMINE WHETHER OR NOT SUCH LENDER IS SUBJECT TO BACKUP WITHHOLDING OR
INFORMATION REPORTING REQUIREMENTS; AND
(2) EACH FOREIGN LENDER THAT IS ENTITLED UNDER THE CODE OR ANY APPLICABLE TREATY
TO AN EXEMPTION FROM OR REDUCTION OF WITHHOLDING TAX WITH RESPECT TO PAYMENTS
HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT SHALL DELIVER TO THE BORROWER AND THE
AGENT (IN SUCH NUMBER OF COPIES AS SHALL BE REQUESTED BY THE RECIPIENT) ON OR
PRIOR TO THE DATE ON WHICH SUCH FOREIGN LENDER BECOMES A LENDER UNDER THIS
AGREEMENT (AND FROM TIME TO TIME THEREAFTER UPON THE REQUEST OF THE BORROWER OR
THE AGENT, BUT ONLY IF SUCH FOREIGN LENDER IS LEGALLY ENTITLED TO DO SO),
WHICHEVER OF THE FOLLOWING IS APPLICABLE:
(A) EXECUTED ORIGINALS OF INTERNAL REVENUE SERVICE FORM W-8BEN CLAIMING
ELIGIBILITY FOR BENEFITS OF AN INCOME TAX TREATY TO WHICH THE UNITED STATES IS A
PARTY,
(B) EXECUTED ORIGINALS OF INTERNAL REVENUE SERVICE FORM W-8ECI,
(C) EXECUTED ORIGINALS OF INTERNAL REVENUE SERVICE FORM W-8IMY AND ALL REQUIRED
SUPPORTING DOCUMENTATION,
(D) IN THE CASE OF A FOREIGN LENDER CLAIMING THE BENEFITS OF THE EXEMPTION FOR
PORTFOLIO INTEREST UNDER SECTION 881(C) OF THE CODE, (X) A CERTIFICATE TO THE
EFFECT THAT SUCH FOREIGN LENDER IS NOT (A) A "BANK" WITHIN THE MEANING OF
SECTION 881(C)(3)(A) OF THE CODE, (B) A "10 PERCENT SHAREHOLDER" OF THE BORROWER
WITHIN THE MEANING OF SECTION 881(C)(3)(B) OF THE CODE, OR (C) A "CONTROLLED
FOREIGN CORPORATION" DESCRIBED IN SECTION 881(C)(3)(C) OF THE CODE AND (Y)
EXECUTED ORIGINALS OF
INTERNAL REVENUE SERVICE FORM W-8BEN, OR
(E) EXECUTED ORIGINALS OF ANY OTHER FORM PRESCRIBED BY APPLICABLE LAWS AS A
BASIS FOR CLAIMING EXEMPTION FROM OR A REDUCTION IN UNITED STATES FEDERAL
WITHHOLDING TAX TOGETHER WITH SUCH SUPPLEMENTARY DOCUMENTATION AS MAY BE
PRESCRIBED BY APPLICABLE LAWS TO PERMIT THE BORROWER OR THE AGENT TO DETERMINE
THE WITHHOLDING OR DEDUCTION REQUIRED TO BE MADE.
(III) EACH LENDER SHALL PROMPTLY (A) NOTIFY THE BORROWER AND THE AGENT OF ANY
CHANGE IN CIRCUMSTANCES WHICH WOULD MODIFY OR RENDER INVALID ANY CLAIMED
EXEMPTION OR