THE DATE WHEN SUCH FOREIGN LENDER CEASES TO ACT FOR ITS OWN ACCOUNT WITH
RESPECT TO ANY PORTION
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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 GOOD FAITH
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 INTERNAL REVENUE 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.
(F)
THE BORROWERS SHALL NOT BE REQUIRED TO PAY OR INDEMNIFY ANY
ADDITIONAL AMOUNT TO ANY FOREIGN LENDER UNDER THIS 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 3.01(F) OR (B) IF SUCH LENDER SHALL
HAVE FAILED TO PROVIDE THE PROPER FORMS AS REQUIRED BY THE FOREGOING PROVISIONS
OF SECTION 3.01(D) OR (E); PROVIDED THAT IF SUCH LENDER SHALL HAVE SATISFIED THE
REQUIREMENT OF SECTION 3.01(D) OR (E) (AS THE CASE MAY BE) 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 LOAN DOCUMENTS, NOTHING IN THIS SECTION 3.01 SHALL
RELIEVE THE BORROWERS OF THEIR OBLIGATION TO PAY ANY AMOUNTS PURSUANT TO THIS
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
LEGALLY 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 LOAN
DOCUMENTS IS NOT SUBJECT TO WITHHOLDING OR IS SUBJECT TO WITHHOLDING AT A
REDUCED RATE OR SUCH FORMS, CERTIFICATES OR OTHER EVIDENCE IS NO LONGER
APPLICABLE TO SUCH LENDER OR OTHER PERSON.
(G)
THE ADMINISTRATIVE AGENT MAY WITHHOLD ANY TAXES REQUIRED TO BE
DEDUCTED AND WITHHELD FROM ANY PAYMENT UNDER ANY OF THE LOAN DOCUMENTS WITH
RESPECT TO WHICH THE BORROWERS ARE NOT REQUIRED TO PAY ADDITIONAL AMOUNTS UNDER
SECTION 3.01(G) OR (H).
(H)
EACH LENDER THAT IS A "UNITED STATES PERSON" WITHIN THE MEANING OF
SECTION 7701(A)(30) OF THE INTERNAL REVENUE CODE SHALL DELIVER TO THE
ADMINISTRATIVE AGENT TWO DULY SIGNED COMPLETED COPIES OF IRS