SUCH LENDER, TOGETHER
WITH ANY OTHER CERTIFICATE OR STATEMENT OF EXEMPTION REQUIRED IN ORDER TO
CONFIRM OR ESTABLISH THAT SUCH LENDER IS NOT SUBJECT TO DEDUCTION OR WITHHOLDING
OF UNITED STATES FEDERAL INCOME TAX WITH RESPECT TO PAYMENTS TO SUCH LENDER
UNDER
44
THE PROJECT LOAN DOCUMENTS OR (B) NOTIFY BORROWER OF ITS INABILITY TO DELIVER
ANY SUCH FORMS, CERTIFICATES OR OTHER EVIDENCE.
(III)
NO BORROWER ENTITY SHALL BE REQUIRED TO PAY
ANY ADDITIONAL AMOUNT TO ANY NON-US LENDER UNDER SECTION 3.16(A) HEREOF IF SUCH
LENDER SHALL HAVE FAILED TO SATISFY THE REQUIREMENTS OF SUBSECTION (I) OR
(II)(A) OF SECTION 3.16(E) ABOVE; PROVIDED THAT IF SUCH LENDER SHALL HAVE
SATISFIED THE REQUIREMENTS OF SUBSECTION (I) OF SECTION 3.16(E) ON THE DATE OF
THE ASSIGNMENT AND ACCEPTANCE AGREEMENT PURSUANT TO WHICH IT BECAME A LENDER,
NOTHING IN THIS SECTION 3.16(E)(III) SHALL RELIEVE ANY BORROWER ENTITY OF ITS
OBLIGATION TO PAY ANY ADDITIONAL AMOUNTS PURSUANT TO SECTION 3.16(A) IN THE
EVENT THAT, AS A RESULT OF ANY CHANGE IN ANY APPLICABLE LAW, TREATY OR
GOVERNMENTAL RULE, REGULATION OR ORDER, OR ANY CHANGE IN THE INTERPRETATION,
ADMINISTRATION OR APPLICATION THEREOF, SUCH LENDER IS NO LONGER PROPERLY
ENTITLED TO DELIVER FORMS, CERTIFICATES OR OTHER EVIDENCE AT A SUBSEQUENT DATE
ESTABLISHING THE FACT THAT SUCH LENDER IS NOT SUBJECT TO WITHHOLDING AS
DESCRIBED IN SECTION 3.16(E)(I).
SECTION 3.17
DISTRIBUTION TO
LENDERS.
(A)
IN THE EVENT AGENT RECEIVES CURRENT FUNDS, IN PAYMENT OF
PRINCIPAL, INTEREST OR ANY OTHER SUMS DUE HEREUNDER OF WHICH LENDERS ARE
ENTITLED TO A SHARE, ON OR PRIOR TO 2:00 P.M. (NEW YORK CITY TIME) ON ANY
BUSINESS DAY, THEN, ON SUCH DATE, AGENT WILL NOTIFY LENDERS OF THE SAME AND WILL
DISTRIBUTE LIKE FUNDS BY WIRE TRANSFER OF IMMEDIATELY AVAILABLE FUNDS TO EACH
LENDER RATABLY TO SUCH ACCOUNTS AT SUCH PLACES AS HAVE BEEN DESIGNATED BY THE
RESPECTIVE LENDERS IN WRITING FROM TIME TO TIME.
IF SUCH FUNDS ARE RECEIVED
AFTER 2:00 P.M. (NEW YORK CITY TIME) ON ANY BUSINESS DAY, THEN AGENT SHALL
DISTRIBUTE SUCH FUNDS NO LATER THAN THE NEXT SUCCEEDING BUSINESS DAY.
UPON
AGENT'S RECEIPT OF ANY OTHER AMOUNTS PAYABLE BY BORROWER OR ANY OTHER PERSON FOR
ITEMS OTHER THAN PRINCIPAL, INTEREST OR ANY OTHER SUMS DUE UNDER THE PROJECT
LOAN DOCUMENTS OF WHICH LENDERS ARE ENTITLED TO A SHARE PURSUANT TO THE TERMS OF
ANY PROJECT LOAN DOCUMENT OR ANY ASSIGNMENT AND ACCEPTANCE AGREEMENT, AGENT
SHALL CAUSE THE PAYMENT TO BE APPLIED IN ACCORDANCE WITH THIS AGREEMENT, THE
OTHER PROJECT LOAN DOCUMENTS AND SUCH ASSIGNMENT AND ACCEPTANCE AGREEMENT.
(B)
IF ANY LENDER SHALL OBTAIN ANY PAYMENT
(WHETHER VOLUNTARY OR INVOLUNTARY, THROUGH THE EXERCISE OF ANY RIGHT OF SET-OFF,
OR OTHERWISE) ON ACCOUNT OF THE AMOUNTS OWING TO IT IN EXCESS OF ITS RATABLE
SHARE OF PAYMENTS ON ACCOUNT OF AMOUNTS OBTAINED BY ALL LENDERS, SUCH LENDER
SHALL FORTHWITH PURCHASE FROM THE OTHER LENDERS SUCH PARTICIPATIONS IN THE
AMOUNTS OWING TO THEM AS SHALL BE NECESSARY TO CAUSE SUCH PURCHASING LENDER TO
SHARE THE EXCESS PAYMENT RATABLY