ANY SUCH
ADDITIONAL PAYMENT WHICH MAY THEREAFTER ACCRUE, (Y) NOT SUBJECT SUCH LENDER TO
ANY UNREIMBURSED COST OR EXPENSE AND (Z) NOT BE OTHERWISE DISADVANTAGEOUS TO
SUCH LENDER.
107
(II)
EACH FOREIGN LENDER, TO THE EXTENT IT DOES NOT ACT OR CEASES TO
ACT FOR ITS OWN ACCOUNT WITH RESPECT TO ANY PORTION OF ANY SUMS PAID OR PAYABLE
TO SUCH LENDER UNDER ANY OF THE TERM LOAN DOCUMENTS (FOR EXAMPLE, IN THE CASE OF
A TYPICAL PARTICIPATION BY SUCH LENDER), SHALL DELIVER TO 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 ADMINISTRATIVE AGENT (IN
THE REASONABLE EXERCISE OF ITS DISCRETION), (A) TWO DULY SIGNED COMPLETED COPIES
OF THE FORMS OR STATEMENTS REQUIRED TO BE PROVIDED BY SUCH LENDER AS SET FORTH
ABOVE, TO ESTABLISH THE PORTION OF ANY SUCH SUMS PAID OR PAYABLE WITH RESPECT TO
WHICH SUCH LENDER ACTS FOR ITS OWN ACCOUNT THAT IS NOT SUBJECT TO U.S.
WITHHOLDING TAX, AND (B) TWO DULY SIGNED COMPLETED COPIES OF IRS FORM W-8IMY (OR
ANY SUCCESSOR THERETO), TOGETHER WITH ANY INFORMATION SUCH LENDER CHOOSES TO
TRANSMIT WITH SUCH FORM, AND ANY OTHER CERTIFICATE OR STATEMENT OF EXEMPTION
REQUIRED UNDER THE CODE, TO ESTABLISH THAT SUCH LENDER IS NOT ACTING FOR ITS OWN
ACCOUNT WITH RESPECT TO A PORTION OF ANY SUCH SUMS PAYABLE TO SUCH LENDER.
(III)
THE BORROWERS SHALL NOT BE REQUIRED TO PAY ANY ADDITIONAL AMOUNT
TO ANY FOREIGN LENDER UNDER SECTION 3.01 (A) WITH RESPECT TO ANY TAXES REQUIRED
TO BE DEDUCTED OR WITHHELD ON THE BASIS OF THE INFORMATION, CERTIFICATES OR
STATEMENTS OF EXEMPTION SUCH LENDER TRANSMITS WITH AN IRS FORM W-8IMY PURSUANT
TO THIS SECTION 10.15(A) OR (B) IF SUCH LENDER SHALL HAVE FAILED TO SATISFY THE
FOREGOING PROVISIONS OF THIS SECTION 10.15(A); PROVIDED THAT IF SUCH LENDER
SHALL HAVE SATISFIED THE REQUIREMENT OF THIS SECTION 10.15(A) ON THE DATE SUCH
LENDER BECAME A LENDER OR CEASED TO ACT FOR ITS OWN ACCOUNT WITH RESPECT TO ANY
PAYMENT UNDER ANY OF THE TERM LOAN DOCUMENTS, NOTHING IN THIS SECTION 10.15(A)
SHALL RELIEVE THE BORROWERS OF THEIR OBLIGATION TO PAY ANY AMOUNTS PURSUANT TO
SECTION 3.01 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 OR OTHER PERSON FOR THE
ACCOUNT OF WHICH SUCH LENDER RECEIVES ANY SUMS PAYABLE UNDER ANY OF THE TERM
LOAN DOCUMENTS IS NOT SUBJECT TO WITHHOLDING OR IS SUBJECT TO WITHHOLDING AT A
REDUCED RATE.
(IV)
THE ADMINISTRATIVE AGENT MAY, WITHOUT REDUCTION, WITHHOLD ANY
TAXES REQUIRED TO BE DEDUCTED AND WITHHELD FROM ANY PAYMENT UNDER ANY OF THE