OWNER WERE A RECIPIENT;
(IV) IN THE CASE OF A RECIPIENT THAT IS ENTITLED TO CLAIM THE BENEFITS OF THE
EXEMPTION FOR PORTFOLIO INTEREST UNDER SECTION 881(C) OF THE CODE, (X) A
STATEMENT OF SUCH RECIPIENT, SIGNED UNDER PENALTY OF PERJURY, TO THE EFFECT THAT
SUCH RECIPIENT IS NOT (A) A "BANK" WITHIN THE MEANING OF SECTION 881(C)(3)(A) OF
THE CODE, (B) A "10 PERCENT SHAREHOLDER" OF THE BORROWER WITHIN THE MEANING OF
SECTION 881(C)(3)(B) OF THE CODE, OR (C) A "CONTROLLED FOREIGN CORPORATION"
DESCRIBED IN SECTION 881(C)(3)(C) OF THE CODE; AND (Y) DULY COMPLETED COPIES OF
IRS FORM W-8BEN OR FORM W-8IMY (WITH PROPER ATTACHMENTS);
(V) IN THE CASE OF A RECIPIENT THAT IS A U.S. PERSON WITHIN THE MEANING OF
SECTION 7701(A)(30) OF THE CODE, DULY COMPLETED COPIES OF IRS FORM W-9; OR
(VI) ANY OTHER FORM PRESCRIBED BY APPLICABLE LAW AS A BASIS FOR CLAIMING
EXEMPTION FROM OR A REDUCTION OF A UNITED STATES FEDERAL WITHHOLDING TAX, DULY
COMPLETED, TOGETHER
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WITH, SUCH SUPPLEMENTARY DOCUMENTATION AS MAY BE PRESCRIBED BY APPLICABLE LAW TO
PERMIT THE BORROWER TO DETERMINE THE WITHHOLDING OR DEDUCTION REQUIRED TO BE
MADE.
(G)
WITHOUT LIMITING THE PROVISIONS OF SECTION 3.01(E) OR THE PROVISIONS OF ANY
OTHER LOAN DOCUMENT, ANY RECIPIENT THAT IS ENTITLED TO CLAIM AN EXEMPTION FROM,
OR REDUCTION OF, WITHHOLDING TAX IN A JURISDICTION OTHER THAN THE UNITED STATES
AGREES WITH AND IN FAVOR OF THE ADMINISTRATIVE AGENT AND THE BORROWER TO DELIVER
TO THE ADMINISTRATIVE AGENT AND THE BORROWER (OR ANY OTHER APPLICABLE PAYOR) ANY
SUCH FORM OR FORMS AS MAY BE REQUIRED UNDER THE LAWS OF SUCH JURISDICTION AS A
CONDITION TO EXEMPTION FROM, OR REDUCTION OF, ANY NON-UNITED STATES WITHHOLDING
OR BACKUP WITHHOLDING TAX BEFORE RECEIVING THE GROSS-UP PAYMENT.
(H)
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN ANY LOAN
DOCUMENT, IF A LENDER SELLS, ASSIGNS, GRANTS A PARTICIPATION IN OR OTHERWISE
TRANSFERS ALL OR PART OF THE OBLIGATIONS OF THE LOAN PARTIES TO SUCH LENDER,
SUCH LENDER AGREES TO NOTIFY THE ADMINISTRATIVE AGENT OF THE PERCENTAGE AMOUNT
IN WHICH IT IS NO LONGER THE BENEFICIAL OWNER OF OBLIGATIONS OF THE LOAN PARTIES
TO SUCH LENDER. TO THE EXTENT OF SUCH PERCENTAGE AMOUNT, THE ADMINISTRATIVE
AGENT AND THE BORROWER WILL TREAT SUCH LENDER'S DOCUMENTATION PROVIDED PURSUANT
TO SUBSECTION (E), (F) OR (G) OF THIS SECTION 3.01 AS NO LONGER VALID.
NEITHER
THE BORROWER NOR ANY OTHER LOAN PARTY SHALL MAKE ANY GREATER PAYMENTS PURSUANT
TO THIS SECTION 3.01 (INCLUDING ANY GROSS-UP PAYMENT) AS A CONSEQUENCE OF
(I) SUCH SALE, ASSIGNMENT, PARTICIPATION OR TRANSFER OR (II) ANY CHANGE BY A
LENDER OF ITS DESIGNATED LENDING BRANCH.
(I)
IF THE IRS OR ANY OTHER GOVERNMENTAL AUTHORITY OF THE UNITED STATES OR
OTHER JURISDICTION ASSERTS A CLAIM THAT THE ADMINISTRATIVE AGENT OR ANY LOAN
PARTY DID NOT PROPERLY WITHHOLD TAX FROM AMOUNTS PAID TO OR FOR THE ACCOUNT OF
ANY RECIPIENT DUE TO A FAILURE ON THE PART OF SUCH RECIPIENT (INCLUDING, BECAUSE
THE APPROPRIATE FORM WAS NOT DELIVERED,