FOR SUCH PURPOSE).
NOTWITHSTANDING ANY OTHER PROVISION OF THIS SECTION 15.11, A NON-U.S. LENDER
SHALL NOT BE REQUIRED TO DELIVER ANY FORM PURSUANT TO THIS SECTION 15.11(F) THAT
SUCH NON-U.S. LENDER IS NOT LEGALLY ABLE TO DELIVER.
(G)
EACH PERSON THAT SHALL BECOME A PARTICIPANT PURSUANT TO SECTION
13.1(F) ABOVE SHALL, ON OR BEFORE THE DATE OF THE EFFECTIVENESS OF THE RELATED
TRANSFER, BE REQUIRED TO PROVIDE ALL OF THE APPLICABLE FORMS REQUIRED PURSUANT
TO CLAUSE (F) ABOVE, AND SHALL BE DEEMED TO MAKE THE REPRESENTATIONS AND
WARRANTIES SET FORTH IN SUBCLAUSES (A) - (C) OF CLAUSE (F) ABOVE,
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PROVIDED THAT THE OBLIGATIONS OF SUCH PARTICIPANT, PURSUANT TO THIS CLAUSE (G),
SHALL BE DETERMINED AS IF SUCH PARTICIPANT WERE A LENDER EXCEPT THAT SUCH
PARTICIPANT SHALL FURNISH ALL SUCH REQUIRED FORMS AND MAKE SUCH REPRESENTATIONS
AND WARRANTIES TO THE LENDER FROM WHICH THE RELATED PARTICIPATION SHALL HAVE
BEEN PURCHASED.
(H)
NOTWITHSTANDING ANYTHING IN THIS SECTION 15.11 TO THE CONTRARY,
THE BORROWERS SHALL NOT BE REQUIRED TO PAY ADDITIONAL AMOUNTS PURSUANT TO CLAUSE
(C)(I) ABOVE TO ANY LENDER OR AGENT ON ACCOUNT OF ANY TAXES COLLECTED BY MEANS
OF WITHHOLDING AT THE SOURCE ("WITHHOLDING TAXES") OR TO INDEMNIFY ANY LENDER OR
AGENT PURSUANT TO CLAUSE (D) ABOVE ON ACCOUNT OF ANY WITHHOLDING TAXES, UNLESS
SUCH WITHHOLDING TAXES WOULD NOT HAVE ARISEN BUT FOR (I) ANY FAILURE BY A
BORROWER OR ITS REPRESENTATIVE TO QUALIFY AS A "UNITED STATES PERSON" AS DEFINED
IN SECTION 7701(A)(30) OF THE IRC, (II) ANY PAYMENT TO A LENDER OR AGENT MADE BY
OR ON ACCOUNT OF ANY OBLIGATION HAVING BEEN MADE THROUGH AN ACCOUNT OR BRANCH
OUTSIDE THE UNITED STATES, (III) ANY OTHER ACT OR OMISSION TO ACT OF A BORROWER
OR ITS REPRESENTATIVE OR (IV) A BREACH OF ANY REPRESENTATION, WARRANTY OR
COVENANT MADE BY A BORROWER IN THIS AGREEMENT.
(I)
IF A BORROWER IS REQUIRED TO PAY ADDITIONAL AMOUNTS TO OR FOR THE
ACCOUNT OF ANY LENDER OR AGENT PURSUANT TO THIS SECTION 15.11, THEN SUCH LENDER
OR AGENT SHALL USE ITS REASONABLE EFFORTS (CONSISTENT WITH ITS INTERNAL POLICIES
AND LEGAL AND REGULATORY RESTRICTIONS) TO DESIGNATE A LENDING OFFICE FROM A
DIFFERENT JURISDICTION (IF SUCH A LENDING OFFICE EXISTS) SO AS TO ELIMINATE OR
REDUCE ANY SUCH ADDITIONAL PAYMENTS BY SUCH BORROWER WHICH MAY ACCRUE IN THE
FUTURE IF SUCH DESIGNATION IN THE REASONABLE JUDGMENT OF SUCH LENDER OR AGENT,
WOULD NOT REQUIRE SUCH LENDER TO DISCLOSE INFORMATION SUCH LENDER DEEMS
CONFIDENTIAL AND IS NOT, IN THE SOLE DETERMINATION OF SUCH LENDER OR AGENT, AS
THE CASE MAY BE, OTHERWISE DISADVANTAGEOUS TO SUCH LENDER OR AGENT.
(J)
IF AGENT OR A LENDER RECEIVES A REFUND OF ANY TAXES OR OTHER
TAXES AS TO WHICH IT HAS BEEN INDEMNIFIED BY THE BORROWERS OR WITH RESPECT TO
WHICH A BORROWER HAS PAID ADDITIONAL AMOUNTS PURSUANT TO THIS SECTION 15.11, IT
SHALL PAY TO THE BORROWERS, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE NET
AMOUNT OF ANY SUCH REFUND (INCLUDING ANY INTEREST PAID THEREON