COPIES OF AN IRS FORM W-8BEN, W-8ECI, OR
W-8IMY (OR ANY SUCCESSOR OR OTHER APPLICABLE FORMS PRESCRIBED BY THE IRS), AND
IF APPLICABLE, A NEW SECTION 4.5(D)(I) CERTIFICATE, TO CONFIRM OR ESTABLISH THE
ENTITLEMENT TO SUCH LENDER OR AGENT TO AN EXEMPTION FROM, OR REDUCTION IN, USA
WITHHOLDING TAX ON INTEREST PAYMENTS TO BE MADE UNDER THIS AGREEMENT OR ANY
NOTE.
(II)
EACH LENDER THAT IS NOT A NON-U.S. PARTICIPANT (OTHER THAN ANY
SUCH LENDER WHICH IS TAXED AS A CORPORATION FOR USA FEDERAL INCOME TAX PURPOSES)
SHALL PROVIDE TWO PROPERLY COMPLETED AND DULY EXECUTED COPIES OF IRS FORM W-9
(OR ANY SUCCESSOR OR OTHER APPLICABLE FORM) TO BORROWER AND ADMINISTRATIVE AGENT
CERTIFYING TO SUCH LENDER OR AGENT IS EXEMPT FROM USA BACKUP WITHHOLDING TAX.
TO THE EXTENT THAT A FORM PROVIDED PURSUANT TO THIS SECTION 4.5(D)(II) IS
RENDERED OBSOLETE OR INACCURATE IN ANY MATERIAL RESPECTS AS A RESULT OF CHANGE
IN CIRCUMSTANCES WITH RESPECT TO THE STATUS OF A LENDER, SUCH LENDER OR AGENT
SHALL, TO THE EXTENT PERMITTED BY APPLICABLE LAW, DELIVER TO BORROWER AND
ADMINISTRATIVE AGENT REVISED FORMS NECESSARY TO CONFIRM OR ESTABLISH THE
ENTITLEMENT TO SUCH LENDER'S EXEMPTION FROM USA BACKUP WITHHOLDING TAX.
(E)
EACH LENDER AGREES THAT, AS PROMPTLY AS PRACTICABLE AFTER IT
BECOMES AWARE OF THE OCCURRENCE OF ANY EVENT OR THE EXISTENCE OF ANY CONDITION
THAT WOULD CAUSE BORROWER TO MAKE A PAYMENT IN RESPECT OF ANY TAXES TO SUCH
LENDER PURSUANT TO SECTION 4.5(A) OR A PAYMENT IN INDEMNIFICATION FOR ANY TAXES
PURSUANT TO SECTION 4.5(C), IT WILL USE REASONABLE EFFORTS TO MAKE, FUND OR
MAINTAIN THE LOAN (OR PORTION THEREOF) OF SUCH LENDER WITH RESPECT TO WHICH THE
AFOREMENTIONED PAYMENT IS OR WOULD BE MADE THROUGH ANOTHER LENDING OFFICE OF
SUCH LENDER IF AS A RESULT THEREOF THE ADDITIONAL AMOUNTS WHICH WOULD OTHERWISE
BE REQUIRED TO BE PAID BY SUCH BORROWER IN RESPECT OF SUCH LOANS (OR PORTIONS
THEREOF) PURSUANT TO SECTION 4.5(A) OR SECTION 4.5(C) WOULD BE MATERIALLY
REDUCED, AND IF, AS DETERMINED BY SUCH LENDER, IN ITS REASONABLE DISCRETION, THE
MAKING, FUNDING OR MAINTAINING OF SUCH LOANS (OR PORTIONS THEREOF) THROUGH SUCH
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OTHER LENDING OFFICE WOULD NOT OTHERWISE MATERIALLY ADVERSELY AFFECT SUCH LOANS
OR SUCH LENDER.
BORROWER AGREES TO PAY ALL REASONABLE EXPENSES INCURRED BY ANY
LENDER IN UTILIZING ANOTHER LENDING OFFICE OF SUCH LENDER PURSUANT TO THIS
SECTION 4.5(E).
4.6
SHARING OF PAYMENTS.
If any lender (a "Benefited Lender") shall at any time receive any payment of
all or part of its Loans, or interest thereon, or receive any collateral in
respect thereof (whether voluntarily or involuntarily, by setoff, pursuant to
events or proceedings of the nature referred to in Section 10.1(e) or Section
10.1(f) hereof, or otherwise) in excess of its applicable Pro Rata Share (or
other pro rata share as expressly provided herein) such Benefited Lender shall
purchase for cash from the other Lenders such portion of each such other
Lender's Loans, or shall provide such other Lenders with the benefits of any
such