BORROWER HEREUNDER ARE EFFECTIVELY CONNECTED
WITH SUCH FOREIGN LENDER'S CONDUCT OF A TRADE OR BUSINESS IN THE UNITED STATES;
OR (II) INTERNAL REVENUE SERVICE FORM W-8 BEN, OR ANY SUCCESSOR FORM THERETO,
CERTIFYING THAT SUCH FOREIGN LENDER 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 (III) INTERNAL REVENUE SERVICE FORM
W-8 BEN, OR ANY SUCCESSOR FORM PRESCRIBED BY THE INTERNAL REVENUE SERVICE,
TOGETHER WITH A CERTIFICATE (A) ESTABLISHING THAT THE PAYMENT TO THE FOREIGN
LENDER QUALIFIES AS "PORTFOLIO INTEREST" EXEMPT FROM U.S. WITHHOLDING TAX UNDER
CODE SECTION 871(H) OR 881(C), AND (B) STATING THAT (1) THE FOREIGN LENDER IS
NOT A BANK FOR PURPOSES OF CODE SECTION 881(C)(3)(A), OR THE OBLIGATION OF THE
BORROWER HEREUNDER IS NOT, WITH RESPECT TO SUCH FOREIGN LENDER, A LOAN AGREEMENT
ENTERED INTO IN THE ORDINARY COURSE OF ITS TRADE OR BUSINESS, WITHIN THE MEANING
OF THAT SECTION; (2) THE FOREIGN LENDER IS NOT A 10% SHAREHOLDER OF THE BORROWER
WITHIN THE MEANING OF CODE SECTION 871(H)(3) OR 881(C)(3)(B); AND (3) THE
FOREIGN LENDER IS NOT A CONTROLLED FOREIGN CORPORATION THAT IS RELATED TO THE
BORROWER WITHIN THE MEANING OF CODE SECTION 881(C)(3)(C); OR (IV) SUCH OTHER
INTERNAL REVENUE SERVICE FORMS AS MAY BE APPLICABLE TO THE FOREIGN LENDER,
INCLUDING FORMS W-8 IMY OR W-8 EXP.
EACH SUCH FOREIGN LENDER SHALL DELIVER TO
THE BORROWER AND THE ADMINISTRATIVE AGENT SUCH FORMS ON OR BEFORE THE DATE THAT
IT BECOMES A PARTY TO THIS AGREEMENT (OR IN THE CASE OF A PARTICIPANT, ON OR
BEFORE THE DATE SUCH PARTICIPANT PURCHASES THE RELATED PARTICIPATION).
IN
ADDITION, EACH SUCH FOREIGN LENDER SHALL DELIVER SUCH
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FORMS PROMPTLY UPON THE OBSOLESCENCE OR INVALIDITY OF ANY FORM PREVIOUSLY
DELIVERED BY SUCH FOREIGN LENDER.
EACH SUCH FOREIGN LENDER SHALL PROMPTLY
NOTIFY THE BORROWER AND THE ADMINISTRATIVE AGENT AT ANY TIME THAT 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
INTERNAL REVENUE SERVICE FOR SUCH PURPOSE).
(F)
FOR ANY PERIOD WITH RESPECT TO WHICH A FOREIGN LENDER HAS FAILED TO
PROVIDE THE BORROWER WITH THE APPROPRIATE FORM, CERTIFICATE OR OTHER DOCUMENT
DESCRIBED IN SECTION 2.20(E) (OTHER THAN IF SUCH FAILURE IS DUE TO A CHANGE IN
LAW, OCCURRING SUBSEQUENT TO THE DATE ON WHICH A FORM, CERTIFICATE OR OTHER
DOCUMENT ORIGINALLY WAS REQUIRED TO BE PROVIDED, OR IF SUCH FORM, CERTIFICATE OR
OTHER DOCUMENT OTHERWISE IS NOT REQUIRED UNDER SUBSECTION (E) ABOVE), SUCH
FOREIGN LENDER SHALL NOT BE ENTITLED TO THE ADDITIONAL PAYMENT OR
INDEMNIFICATION UNDER SECTION 2.20(A) OR (C) WITH RESPECT TO TAXES IMPOSED BY
THE UNITED STATES BY REASON OF SUCH FAILURE; PROVIDED, HOWEVER, THAT SHOULD A
LENDER BECOME SUBJECT TO TAXES BECAUSE OF ITS FAILURE TO DELIVER A FORM,
CERTIFICATE OR OTHER DOCUMENT REQUIRED HEREUNDER, THE BORROWER SHALL TAKE SUCH
STEPS AS THE FOREIGN LENDER SHALL REASONABLY