EXECUTED COPIES OF IRS
FORM W-9 (OR ANY SUCCESSOR OR OTHER APPLICABLE FORM) TO BORROWER AND
ADMINISTRATIVE AGENT
79
CERTIFYING THAT SUCH LENDER IS EXEMPT FROM UNITED STATES BACKUP WITHHOLDING
TAX.
TO THE EXTENT THAT A FORM PROVIDED PURSUANT TO THIS SECTION 4.7(D)(II) IS
RENDERED OBSOLETE OR INACCURATE IN ANY MATERIAL RESPECTS AS 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 UNITED STATES 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 THE BORROWER TO MAKE A PAYMENT IN RESPECT OF ANY TAXES TO SUCH
LENDER PURSUANT TO SECTION 4.7(A) OR A PAYMENT IN INDEMNIFICATION FOR ANY TAXES
PURSUANT TO SECTION 4.7(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 THE BORROWER IN RESPECT OF SUCH LOANS (OR
PORTIONS THEREOF) OR PARTICIPATION IN LETTERS OF CREDIT PURSUANT TO SECTION
4.7(A) OR SECTION 4.7(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 PARTICIPATION IN LETTERS OF CREDIT (OR PORTIONS THEREOF) THROUGH
SUCH OTHER LENDING OFFICE WOULD NOT OTHERWISE MATERIALLY ADVERSELY AFFECT SUCH
LOANS OR SUCH LENDER.
THE BORROWER AGREES TO PAY ALL REASONABLE EXPENSES
INCURRED BY ANY LENDER IN UTILIZING ANOTHER LENDING OFFICE OF SUCH LENDER
PURSUANT TO THIS SECTION 4.7(E).
(F)
IF THE ADMINISTRATIVE AGENT OR ANY LENDER (OR PARTICIPANT)
RECEIVES ANY REFUND WITH RESPECT TO ANY TAXES AS TO WHICH IT HAS BEEN
INDEMNIFIED BY THE BORROWER, OR WITH RESPECT TO WHICH THE BORROWER HAS PAID
ADDITIONAL AMOUNTS PURSUANT TO THIS SECTION 4.7, IT SHALL PAY OVER TO THE
BORROWER AN AMOUNT EQUAL TO SUCH REFUND (BUT ONLY TO THE EXTENT OF INDEMNITY
PAYMENTS MADE, OR ADDITIONAL AMOUNTS PAID, BY THE BORROWER UNDER THIS SECTION
4.7 WITH RESPECT TO THE TAXES GIVING RISE TO SUCH REFUND), NET OF ALL
OUT-OF-POCKET EXPENSES OF THE ADMINISTRATIVE AGENT OR SUCH LENDER (OR
PARTICIPANT) AND WITHOUT INTEREST (OTHER THAN ANY INTEREST PAID BY THE RELEVANT
GOVERNMENTAL AUTHORITY WITH RESPECT TO SUCH REFUND); PROVIDED THAT THE BORROWER,
UPON THE REQUEST OF THE ADMINISTRATIVE AGENT OR SUCH LENDER (OR PARTICIPANT),
AGREES TO REPAY THE AMOUNT PAID OVER TO THE BORROWER, TO THE ADMINISTRATIVE
AGENT OR SUCH LENDER (OR PARTICIPANT), TOGETHER WITH ANY INTEREST, PENALTIES AND
ADDITIONS TO TAX, IN THE EVENT THE ADMINISTRATIVE AGENT OR SUCH LENDER (OR
PARTICIPANT) IS REQUIRED TO REPAY SUCH REFUND TO SUCH GOVERNMENTAL AUTHORITY.
THIS PARAGRAPH SHALL