PROMPTLY PURCHASE FROM THE OTHER LENDERS
PARTICIPATIONS IN THE LOAN ATTRIBUTABLE TO IT, OR THE OTHER OBLIGATIONS OF
BORROWER HEREUNDER OF, THE OTHER LENDERS IN SUCH AMOUNTS, AND MAKE SUCH OTHER
ADJUSTMENTS FROM TIME TO TIME AS SHALL BE EQUITABLE TO THE END THAT ALL THE
LENDERS SHALL SHARE THE BENEFIT OF SUCH PAYMENT (NET OF ANY EXPENSES WHICH MAY
BE INCURRED BY SUCH LENDER IN OBTAINING OR PRESERVING SUCH BENEFIT) PRO RATA IN
ACCORDANCE WITH THEIR RESPECTIVE PORTIONS OF THE LOAN.
TO SUCH END, ALL THE
LENDERS SHALL MAKE APPROPRIATE ADJUSTMENTS AMONG THEMSELVES (BY THE RESALE OF
PARTICIPATIONS SOLD OR OTHERWISE) IF SUCH PAYMENT IS RESCINDED OR MUST OTHERWISE
BE RESTORED.
BORROWER AGREES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO
UNDER APPLICABLE LAW, THAT ANY LENDER SO PURCHASING A PARTICIPATION IN THE LOAN
MAY EXERCISE ALL RIGHTS OF SET-OFF, BANKERS' LIEN, COUNTERCLAIM OR SIMILAR
RIGHTS WITH RESPECT TO SUCH PARTICIPATION AS FULLY AS IF SUCH LENDER WERE A
DIRECT HOLDER OF THE LOAN OR OTHER OBLIGATIONS IN THE AMOUNT OF SUCH
PARTICIPATION.
NOTHING CONTAINED HEREIN SHALL REQUIRE ANY LENDER TO EXERCISE
ANY SUCH RIGHT OR SHALL AFFECT THE RIGHT OF ANY LENDER TO EXERCISE, AND RETAIN
THE BENEFITS OF EXERCISING, ANY SUCH RIGHT WITH RESPECT TO ANY OTHER
INDEBTEDNESS OR OBLIGATIONS OF BORROWER TO SUCH LENDER.
SECTION 2.12
STATUS OF LENDERS.
(A) ANY FOREIGN LENDER THAT IS
ENTITLED TO AN EXEMPTION FROM OR REDUCTION OF WITHHOLDING TAX UNDER THE LAW OF
THE JURISDICTION IN WHICH BORROWER IS RESIDENT FOR TAX PURPOSES, OR ANY TREATY
TO WHICH SUCH JURISDICTION IS A PARTY, WITH RESPECT TO PAYMENTS HEREUNDER OR
UNDER ANY OTHER LOAN DOCUMENT SHALL DELIVER TO BORROWER (WITH A COPY TO
ADMINISTRATIVE AGENT), AT THE TIME OR TIMES PRESCRIBED BY APPLICABLE LAW OR
REASONABLY REQUESTED BY BORROWER OR ADMINISTRATIVE AGENT, 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 OF
WITHHOLDING.
IN ADDITION, ANY LENDER, IF REQUESTED BY BORROWER OR
ADMINISTRATIVE AGENT, SHALL DELIVER SUCH OTHER DOCUMENTATION PRESCRIBED BY
APPLICABLE LAW OR REASONABLY REQUESTED BY BORROWER OR ADMINISTRATIVE AGENT AS
WILL ENABLE BORROWER OR ADMINISTRATIVE AGENT TO DETERMINE WHETHER OR NOT SUCH
LENDER IS SUBJECT TO BACKUP WITHHOLDING OR INFORMATION REPORTING REQUIREMENTS.
(B)
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING CLAUSE (A), IN
THE EVENT THAT BORROWER IS RESIDENT FOR TAX PURPOSES IN THE UNITED STATES, ANY
FOREIGN LENDER SHALL DELIVER TO BORROWER AND ADMINISTRATIVE AGENT (IN SUCH
NUMBER OF COPIES AS SHALL BE REQUESTED BY THE RECIPIENT) ON OR PRIOR TO THE DATE
ON WHICH SUCH FOREIGN LENDER BECOMES A LENDER UNDER THIS AGREEMENT (AND FROM
TIME TO TIME THEREAFTER UPON THE REQUEST OF BORROWER OR ADMINISTRATIVE AGENT,
BUT ONLY IF SUCH FOREIGN LENDER IS LEGALLY ENTITLED TO DO SO), WHICHEVER OF THE
FOLLOWING IS APPLICABLE:
(I)
DULY COMPLETED COPIES OF INTERNAL REVENUE SERVICE FORM W 8BEN
CLAIMING ELIGIBILITY FOR BENEFITS OF AN INCOME TAX TREATY TO WHICH THE UNITED
STATES