IS
DEFINED IN IRC SECTION 7701(A)(30)) FOR U.S. FEDERAL INCOME TAX
21
PURPOSES (A "FOREIGN LENDER") SHALL DELIVER TO EACH OF THE BORROWER
REPRESENTATIVE AND AGENT TWO DULY COMPLETED COPIES OF UNITED STATES IRS FORM
W-8BEN, FORM W-8ECI OR FORM W-8IMY OR OTHER APPLICABLE OR SUCCESSOR FORM,
CERTIFICATE OR DOCUMENT PRESCRIBED BY THE IRS OR SUBSTITUTE THEREFOR AS
APPLICABLE, CERTIFYING SUCH FOREIGN LENDER'S ENTITLEMENT TO RECEIVE PAYMENTS
UNDER THIS AGREEMENT AND UNDER THE NOTES FREE OF ANY UNITED STATES WITHHOLDING
TAX (A "CERTIFICATE OF EXEMPTION").
EACH FOREIGN LENDER CLAIMING EXEMPTION FROM
U.S. FEDERAL WITHHOLDING TAX UNDER SECTION 871(H) OR SECTION 881(C) OF THE IRC
WITH RESPECT TO PAYMENTS OF "PORTFOLIO INTEREST" HEREBY REPRESENTS AND WARRANTS
TO BORROWER REPRESENTATIVE AND AGENT THAT, AS OF THE DATE THAT IT BECAME A
LENDER, SUCH FOREIGN LENDER (I) IS NOT A "BANK" WITHIN THE MEANING OF SECTION
881(C)(3)(A) OF THE IRC, (II) IS NOT A "10 PERCENT SHAREHOLDER" OF ANY BORROWER
WITHIN THE MEANING OF SECTION 871(H)(3)(B) OF THE IRC, AND (III) IS NOT A
CONTROLLED FOREIGN CORPORATION RECEIVING INTEREST FROM A RELATED PERSON WITHIN
THE MEANING OF SECTION 864(D)(4) OF THE IRC.
EACH FOREIGN LENDER FURTHER
UNDERTAKES TO DELIVER TO EACH OF BORROWER REPRESENTATIVE AND AGENT RENEWALS OR
ADDITIONAL COPIES OF SUCH CERTIFICATES OF EXEMPTION ON OR BEFORE THE DATE THAT
SUCH CERTIFICATE OF EXEMPTION EXPIRES OR BECOMES OBSOLETE AS MAY BE REASONABLY
REQUESTED BY BORROWER REPRESENTATIVE OR AGENT, AND AFTER THE OCCURRENCE OF ANY
EVENT REQUIRING A CHANGE IN THE CERTIFICATE OF EXEMPTION SO DELIVERED BY IT,
SUCH ADDITIONAL FORMS OR AMENDMENTS THERETO REFLECTING SUCH CHANGE.
ALL
CERTIFICATES OF EXEMPTION, ADDITIONAL FORMS OR AMENDMENTS THERETO DESCRIBED IN
THE PRECEDING SENTENCE SHALL CERTIFY THAT SUCH LENDER IS ENTITLED TO RECEIVE
PAYMENTS UNDER THIS AGREEMENT WITHOUT DEDUCTION OR WITHHOLDING OF ANY UNITED
STATES FEDERAL INCOME TAXES, UNLESS AN EVENT (INCLUDING WITHOUT LIMITATION ANY
CHANGE IN TREATY, LAW OR REGULATION, OR ANY CHANGE IN THE INTERPRETATION OR
ADMINISTRATION THEREOF BY ANY GOVERNMENTAL AUTHORITY) HAS OCCURRED PRIOR TO THE
DATE ON WHICH ANY SUCH DELIVERY WOULD OTHERWISE BE REQUIRED WHICH RENDERS ALL
SUCH FORMS INAPPLICABLE OR WHICH WOULD PREVENT SUCH LENDER FROM DULY COMPLETING
AND DELIVERING ANY SUCH FORM OR AMENDMENT WITH RESPECT TO IT AND SUCH LENDER
ADVISES THE BORROWER AND THE AGENT THAT IT IS NOT CAPABLE OF RECEIVING PAYMENTS
WITHOUT ANY DEDUCTION OR WITHHOLDING OF UNITED STATES FEDERAL INCOME TAX.
(II)
FOR ANY PERIOD DURING WHICH FOREIGN LENDER HAS FAILED TO PROVIDE
BORROWERS WITH AN APPROPRIATE CERTIFICATE OF EXEMPTION PURSUANT TO CLAUSE
(C)(I), ABOVE (UNLESS SUCH FAILURE IS DUE TO A CHANGE IN TREATY, LAW OR
REGULATION, OR ANY CHANGE IN THE INTERPRETATION OR ADMINISTRATION THEREOF BY ANY
GOVERNMENTAL AUTHORITY, OCCURRING SUBSEQUENT TO THE DATE ON WHICH A FORM
ORIGINALLY WAS REQUIRED TO BE PROVIDED), SUCH FOREIGN LENDER SHALL NOT BE
ENTITLED TO INDEMNIFICATION UNDER THIS SECTION 1.9 WITH RESPECT TO TAXES IMPOSED
BY THE UNITED STATES; PROVIDED THAT, SHOULD FOREIGN LENDER THAT IS OTHERWISE
EXEMPT FROM OR SUBJECT TO A REDUCED