OWN ACCOUNT WITH RESPECT TO ANY PORTION OF ANY SUMS PAID OR PAYABLE TO SUCH
FOREIGN LENDER UNDER ANY OF THE LOAN DOCUMENTS (FOR EXAMPLE, IN THE CASE OF A
TYPICAL PARTICIPATION BY SUCH FOREIGN LENDER), SHALL DELIVER TO THE COMPANY AND
THE ADMINISTRATIVE AGENT ON THE DATE WHEN SUCH FOREIGN LENDER CEASES TO ACT FOR
ITS OWN ACCOUNT WITH RESPECT TO ANY PORTION OF ANY SUCH SUMS PAID OR PAYABLE,
AND AT SUCH OTHER TIMES AS MAY BE NECESSARY IN THE DETERMINATION OF THE COMPANY
OR THE ADMINISTRATIVE AGENT (IN EITHER CASE, IN THE REASONABLE EXERCISE OF ITS
DISCRETION), (A) TWO DULY SIGNED COMPLETED COPIES OF THE FORMS OR STATEMENTS
REQUIRED TO BE PROVIDED BY SUCH FOREIGN LENDER AS SET FORTH ABOVE, TO ESTABLISH
THE PORTION OF ANY SUCH SUMS PAID OR PAYABLE WITH RESPECT TO WHICH SUCH FOREIGN
LENDER ACTS FOR ITS OWN ACCOUNT THAT IS NOT SUBJECT TO UNITED STATES WITHHOLDING
TAX, AND (B) TWO DULY SIGNED COMPLETED COPIES OF IRS FORM W-8IMY (OR ANY
SUCCESSOR THERETO), TOGETHER WITH ANY INFORMATION SUCH FOREIGN LENDER CHOOSES TO
TRANSMIT WITH SUCH FORM, AND ANY OTHER CERTIFICATE OR STATEMENT OF EXEMPTION
REQUIRED UNDER THE CODE, TO ESTABLISH THAT SUCH FOREIGN LENDER IS NOT ACTING FOR
ITS OWN ACCOUNT WITH RESPECT TO A PORTION OF ANY SUCH SUMS PAYABLE TO SUCH
FOREIGN LENDER.
(III)
EACH LENDER AND AGENT (OR PARTICIPANT) THAT IS ENTITLED TO AN EXEMPTION
FROM OR REDUCTION OF NON-U.S. WITHHOLDING TAX UNDER THE LAW OF THE JURISDICTION
IN WHICH A BORROWER IS FORMED OR ORGANIZED, OR ANY TREATY TO WHICH SUCH
JURISDICTION IS A PARTY, WITH RESPECT TO PAYMENTS UNDER THIS AGREEMENT SHALL
DELIVER TO SUCH BORROWER (WITH A COPY TO THE ADMINISTRATIVE AGENT), AT THE TIME
OR TIMES PRESCRIBED BY APPLICABLE LAW OR REASONABLY REQUESTED BY SUCH BORROWER,
SUCH PROPERLY COMPLETED AND EXECUTED DOCUMENTATION PRESCRIBED BY APPLICABLE LAW
AS WILL PERMIT SUCH PAYMENTS TO BE MADE WITHOUT WITHHOLDING, OR AT A REDUCED
RATE, PROVIDED THAT SUCH LENDER OR AGENT (OR PARTICIPANT) IS LEGALLY ENTITLED TO
COMPLETE, EXECUTE AND DELIVER SUCH DOCUMENTATION.
EACH LENDER AND AGENT (OR
PARTICIPANT) SHALL PROMPTLY NOTIFY SUCH BORROWER AND THE ADMINISTRATIVE AGENT OF
ANY CHANGE IN CIRCUMSTANCES WHICH WOULD MODIFY OR RENDER INVALID ANY CLAIMED
EXEMPTION OR REDUCTION.
(IV)
NO BORROWER SHALL BE REQUIRED TO PAY ANY ADDITIONAL AMOUNT OR ANY
INDEMNITY PAYMENT UNDER SECTION 3.01 TO (A) ANY LENDER IF SUCH LENDER SHALL HAVE
FAILED TO SATISFY THE FOREGOING PROVISIONS OF THIS SECTION 10.15(A), OR (B) ANY
U.S. LENDER IF SUCH U.S. LENDER SHALL HAVE FAILED TO SATISFY THE PROVISIONS OF
SECTION 10.15(B); PROVIDED THAT (I) IF SUCH LENDER SHALL HAVE SATISFIED THE
REQUIREMENT OF THIS OR SECTION 10.15(B), AS APPLICABLE, ON THE DATE SUCH LENDER
BECAME A LENDER OR, IF LATER, THE DATE SUCH LENDER MADE AN INCREMENTAL OVERSEAS
TERM LOAN TO ANY BORROWER OR THE DATE A CAM EXCHANGE OCCURRED, OR CEASED TO ACT
FOR ITS OWN ACCOUNT WITH RESPECT TO ANY PAYMENT UNDER ANY OF THE LOAN DOCUMENTS,
NOTHING IN