FOREGOING, NO LENDER SHALL BE REQUIRED TO DELIVER ANY SUCH
FORM OR CERTIFICATE IF A CHANGE IN TREATY, LAW OR REGULATION HAS OCCURRED PRIOR
TO THE DATE ON WHICH SUCH DELIVERY WOULD OTHERWISE BE REQUIRED THAT RENDERS ANY
SUCH FORM OR CERTIFICATE INAPPLICABLE OR WOULD PREVENT THE LENDER FROM DULY
COMPLETING AND DELIVERING ANY SUCH FORM OR CERTIFICATE WITH RESPECT TO IT AND
SUCH LENDER SO ADVISES BORROWER.
(C)
EACH LENDER AND ADMINISTRATIVE AGENT THAT IS A "UNITED STATES
PERSON" (AS SUCH TERM IS DEFINED IN SECTION 7701(A)(30) OF THE CODE) (OTHER THAN
PERSONS THAT ARE CORPORATIONS OR OTHERWISE EXEMPT FROM UNITED STATES BACKUP
WITHHOLDING TAX) SHALL DELIVER AT THE TIME(S) AND IN THE MANNER(S) PRESCRIBED BY
APPLICABLE LAW, TO BORROWER AND ADMINISTRATIVE AGENT (AS APPLICABLE), A PROPERLY
COMPLETED AND DULY EXECUTED INTERNAL REVENUE SERVICE FORM W-9, OR ANY SUCCESSOR
FORM, CERTIFYING THAT SUCH PERSON IS EXEMPT FROM UNITED STATES BACKUP
WITHHOLDING TAX ON PAYMENTS MADE HEREUNDER.
(D)
IN ADDITION, BORROWER AGREES TO (AND SHALL TIMELY) PAY ANY PRESENT
OR FUTURE STAMP OR DOCUMENTARY TAXES OR ANY OTHER EXCISE OR PROPERTY TAXES,
CHARGES OR SIMILAR LEVIES WHICH ARISE FROM ANY PAYMENT MADE HEREUNDER OR UNDER
THE NOTES OR FROM THE EXECUTION,
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DELIVERY, FILING, RECORDATION OR REGISTRATION OF, OR OTHERWISE WITH RESPECT TO,
THIS AGREEMENT OR THE NOTES (HEREINAFTER REFERRED TO AS "OTHER TAXES").
(E)
ANY LENDER CLAIMING ANY ADDITIONAL AMOUNTS PAYABLE PURSUANT TO
THIS SECTION 5.06 AGREES TO USE (AT THE CREDIT PARTIES' EXPENSE) REASONABLE
EFFORTS (CONSISTENT WITH ITS INTERNAL POLICY AND LEGAL AND REGULATORY
RESTRICTIONS) TO CHANGE THE JURISDICTION OF ITS APPLICABLE LENDING OFFICE IF THE
MAKING OF SUCH CHANGE WOULD AVOID THE NEED FOR, OR IN THE OPINION OF SUCH
LENDER, MATERIALLY REDUCE THE AMOUNT OF, ANY SUCH ADDITIONAL AMOUNTS THAT MAY
THEREAFTER ACCRUE AND WOULD NOT, IN THE SOLE JUDGMENT OF SUCH LENDER, BE
OTHERWISE DISADVANTAGEOUS TO SUCH LENDER.
(F)
IF (I) ADMINISTRATIVE AGENT OR ANY LENDER RECEIVES A CASH REFUND
IN RESPECT OF AN OVERPAYMENT OF TAXES FROM A GOVERNMENTAL AUTHORITY WITH RESPECT
TO, AND ACTUALLY RESULTING FROM, AN AMOUNT OF TAXES ACTUALLY PAID TO OR ON
BEHALF OF ADMINISTRATIVE AGENT OR SUCH LENDER BY BORROWER (A "TAX BENEFIT") AND
(II) ADMINISTRATIVE AGENT OR SUCH LENDER DETERMINES IN ITS GOOD FAITH SOLE
DISCRETION THAT SUCH TAX BENEFIT HAS BEEN CORRECTLY PAID BY SUCH GOVERNMENTAL
AUTHORITY, AND WILL NOT BE REQUIRED TO BE REPAID TO SUCH GOVERNMENTAL AUTHORITY,
THEN ADMINISTRATIVE AGENT OR SUCH LENDER SHALL NOTIFY BORROWER OF SUCH TAX
BENEFIT AND FORWARD THE PROCEEDS OF SUCH TAX BENEFIT (OR RELEVANT PORTION
THEREOF) TO BORROWER AS REDUCED BY ANY REASONABLE EXPENSE OR LIABILITY INCURRED
BY ADMINISTRATIVE AGENT OR SUCH LENDER IN CONNECTION WITH OBTAINING SUCH TAX
BENEFIT; PROVIDED, HOWEVER, THAT BORROWER, UPON THE REQUEST OF ADMINISTRATIVE
AGENT OR SUCH LENDER, AGREES TO REPAY THE AMOUNT PAID OVER TO BORROWER (PLUS ANY
PENALTIES, INTEREST OR OTHER CHARGES IMPOSED BY THE RELEVANT GOVERNMENTAL
AUTHORITY) TO ADMINISTRATIVE AGENT OR SUCH LENDER IN THE EVENT ADMINISTRATIVE
AGENT OR SUCH