REASONABLE
JUDGMENT OF SUCH LENDER, AND AS MAY BE REASONABLY NECESSARY (INCLUDING THE
RE-DESIGNATION OF ITS LENDING OFFICE) TO AVOID ANY REQUIREMENT OF APPLICABLE
LAWS THAT THE BORROWER MAKE ANY DEDUCTION OR WITHHOLDING FOR TAXES FROM AMOUNTS
PAYABLE TO SUCH FOREIGN LENDER.
(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 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
ORIGINALS OF IRS FORM W-8IMY (OR ANY SUCCESSOR THERETO), TOGETHER WITH ANY
INFORMATION SUCH LENDER CHOOSES TO TRANSMIT WITH SUCH FORM,
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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 BORROWER AND EACH LOAN PARTY SHALL NOT
BE REQUIRED TO PAY ANY ADDITIONAL AMOUNT TO ANY FOREIGN LENDER (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 2.17 OR (B) IF SUCH LENDER SHALL
HAVE FAILED TO SATISFY THE FOREGOING PROVISIONS OF THIS SECTION 2.17(E);
PROVIDED THAT IF SUCH LENDER SHALL HAVE SATISFIED THE REQUIREMENT OF THIS
SECTION 2.17(E) 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 2.17(E) SHALL RELIEVE THE BORROWER OR ANY LOAN PARTY OF ITS
OBLIGATION TO PAY ANY AMOUNTS PURSUANT TO SECTION 2.17 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 LOAN DOCUMENTS IS NOT SUBJECT TO WITHHOLDING
OR IS SUBJECT TO WITHHOLDING AT A REDUCED RATE.
(IV)
THE ADMINISTRATIVE AGENT MAY, WITHOUT
REDUCTION,