(FOR THE BENEFIT OF BORROWERS AND THE ADMINISTRATIVE AGENT) TO THE
EXTENT IT MAY LAWFULLY DO SO AT SUCH TIMES, UPON REASONABLE REQUEST BY BORROWERS
OR THE ADMINISTRATIVE AGENT, TO PROVIDE A NEW FORM W-8BEN OR W-8ECI (OR
SUCCESSOR FORM) UPON THE EXPIRATION OR OBSOLESCENCE OF ANY PREVIOUSLY DELIVERED
FORM TO RECONFIRM ANY COMPLETE EXEMPTION FROM, OR ANY ENTITLEMENT TO A REDUCTION
IN, U.S. FEDERAL WITHHOLDING TAX WITH RESPECT TO ANY INTEREST PAYMENT HEREUNDER.
(F)
IF THE ADMINISTRATIVE AGENT OR A LENDER
(OR AN ASSIGNEE) DETERMINES IN ITS REASONABLE DISCRETION THAT IT HAS RECEIVED A
REFUND OF ANY INDEMNIFIED TAXES OR OTHER TAXES AS TO WHICH IT HAS BEEN
INDEMNIFIED BY BORROWERS OR WITH RESPECT TO WHICH A BORROWER HAS PAID ADDITIONAL
AMOUNTS PURSUANT TO THIS SECTION 2.15, IT SHALL PAY OVER SUCH REFUND TO
BORROWERS (BUT ONLY TO THE EXTENT OF INDEMNITY PAYMENTS MADE, OR ADDITIONAL
AMOUNTS PAID, BY SUCH BORROWER UNDER THIS SECTION 2.15 WITH RESPECT TO THE
INDEMNIFIED TAXES OR THE OTHER TAXES GIVING RISE TO SUCH REFUND), NET OF ALL
OUT-OF-POCKET EXPENSES OF THE ADMINISTRATIVE AGENT OR SUCH LENDER (OR ASSIGNEE)
AND WITHOUT INTEREST (OTHER THAN ANY INTEREST PAID BY THE RELEVANT GOVERNMENTAL
AUTHORITY WITH RESPECT TO SUCH REFUND); PROVIDED, HOWEVER, THAT BORROWERS, UPON
THE REQUEST OF THE ADMINISTRATIVE AGENT OR SUCH LENDER (OR ASSIGNEE), AGREE TO
REPAY THE AMOUNT PAID OVER TO BORROWERS (PLUS ANY PENALTIES, INTEREST OR OTHER
CHARGES IMPOSED BY THE RELEVANT GOVERNMENTAL AUTHORITY) TO THE ADMINISTRATIVE
AGENT OR SUCH LENDER (OR ASSIGNEE) IN THE EVENT THE ADMINISTRATIVE AGENT OR SUCH
LENDER (OR ASSIGNEE) IS REQUIRED TO REPAY SUCH REFUND TO SUCH GOVERNMENTAL
AUTHORITY.
NOTHING CONTAINED IN THIS SECTION 2.15(F) SHALL REQUIRE THE
ADMINISTRATIVE AGENT OR ANY LENDER (OR ASSIGNEE) TO MAKE AVAILABLE ITS TAX
RETURNS OR ANY OTHER INFORMATION WHICH IT DEEMS CONFIDENTIAL TO BORROWERS OR ANY
OTHER PERSON.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, IN NO EVENT WILL ANY
LENDER BE REQUIRED TO PAY ANY AMOUNT TO BORROWERS THE PAYMENT OF WHICH WOULD
PLACE SUCH LENDER IN A LESS FAVORABLE NET AFTER-TAX POSITION THAN SUCH LENDER
WOULD HAVE BEEN IN HAD THE ADDITIONAL AMOUNTS GIVING RISE TO SUCH REFUND OF ANY
INDEMNIFIED TAXES OR OTHER TAXES NEVER BEEN PAID IN THE FIRST PLACE.
SECTION 2.16
MITIGATION OBLIGATIONS; REPLACEMENT OF LENDERS.
(A)
DESIGNATION OF A DIFFERENT LENDING OFFICE.
IF ANY LENDER REQUESTS COMPENSATION UNDER SECTION 2.12, OR REQUIRES BORROWERS TO
PAY ANY ADDITIONAL AMOUNT TO ANY LENDER OR ANY GOVERNMENTAL AUTHORITY FOR THE
ACCOUNT OF ANY LENDER PURSUANT TO SECTION 2.15, THEN SUCH LENDER SHALL USE
REASONABLE EFFORTS TO DESIGNATE A DIFFERENT LENDING OFFICE FOR FUNDING OR
BOOKING ITS TERM LOANS HEREUNDER OR TO ASSIGN ITS RIGHTS AND OBLIGATIONS
HEREUNDER TO ANOTHER OF ITS OFFICES, BRANCHES OR AFFILIATES, IF, IN THE
REASONABLE JUDGMENT OF SUCH LENDER, SUCH DESIGNATION OR ASSIGNMENT (I) WOULD
ELIMINATE OR REDUCE AMOUNTS PAYABLE PURSUANT TO SECTION 2.12 OR 2.15, AS THE
CASE MAY BE, IN THE FUTURE AND (II) WOULD NOT SUBJECT SUCH LENDER TO ANY
UNREIMBURSED COST OR