Sunoco 2013 Annual Report Download - page 210

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or reduction of, U.S. federal withholding Tax pursuant to the "business
profits" or "other income" article of such tax treaty;
(ii) executed originals of IRS Form W-8ECI;
(iii) 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 substantially in the form of Exhibit F-1 to the effect that such
Foreign Lender is not a "bank" within the meaning of Section 881(c)(3)(A)
of the Code, a "10 percent shareholder" of the Borrower within the meaning
of Section 881(c)(3)(B) of the Code, or a "controlled foreign corporation"
described in Section 881(c)(3)(C) of the Code (a "U.S. Tax Compliance
Certificate") and (y) executed originals of IRS Form W-8BEN; or
(iv) to the extent a Foreign Lender or Administrative Agent is not
the beneficial owner, executed originals of IRS Form W-8IMY, accompanied
by IRS Form W-8ECI, IRS Form W-8BEN, a U.S. Tax Compliance
Certificate substantially in the form of Exhibit F-2 or Exhibit F-3, IRS Form
W-9, and/or other certification documents from each beneficial owner, as
applicable; provided that if the Foreign Lender is a partnership and one or
more direct or indirect partners of such Foreign Lender are claiming the
portfolio interest exemption, such Foreign Lender may provide a U.S. Tax
Compliance Certificate substantially in the form of Exhibit F-4 on behalf of
each such direct and indirect partner;
(C) any Foreign Lender or Administrative Agent that is not a U.S. Person
shall, to the extent it is legally entitled to do so, deliver to the Borrower and the
Administrative Agent (in such number of copies as shall be requested by the recipient)
on or prior to the date on which such Foreign Lender or Administrative Agent
becomes a party to this Agreement (and from time to time thereafter upon the
reasonable request of the Borrower or the Administrative Agent), executed originals
of any other form prescribed by applicable Law as a basis for claiming exemption
from or a reduction in U.S. federal withholding Tax, duly completed, together with
such supplementary documentation as may be prescribed by applicable Law to permit
the Borrower or the Administrative Agent to determine the withholding or deduction
required to be made; and
(D) if a payment made to a Recipient under any Loan Document would
be subject to U.S. federal withholding Tax imposed by FATCA if such Recipient
were to fail to comply with the applicable reporting requirements of FATCA
(including those contained in Section 1471(b) or 1472(b) of the Code, as applicable),
such Recipient shall deliver to the Borrower and the Administrative Agent at the
time or times prescribed by law and at such time or times reasonably requested by
the Borrower or the Administrative Agent such documentation prescribed by
applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code)