ENTITLED TO
ADDITIONAL PAYMENT PURSUANT TO SECTION 4.8(A) OR INDEMNIFICATION UNDER SECTION
4.8(C) ONLY IF AND TO THE EXTENT (I) SUCH FAILURE RESULTS SOLELY FROM A CHANGE
IN LAW OR (II) THE TAX TO WHICH SUCH ADDITIONAL PAYMENT OR INDEMNIFICATION
RELATES WOULD HAVE BEEN IMPOSED REGARDLESS OF WHETHER SUCH LENDER PROVIDED SUCH
FORMS.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN SECTION 4.8, ANY
LENDER THAT HAS NOT PROVIDED TO THE FUNDS ADMINISTRATOR THE IRS FORMS REQUIRED
TO BE PROVIDED TO THE FUNDS ADMINISTRATOR PURSUANT TO THIS SECTION 4.8(D) SHALL
NOT BE ENTITLED TO ANY PAYMENT OF ADDITIONAL AMOUNTS PURSUANT TO SECTION 4.8(A)
OR INDEMNIFICATION UNDER SECTION 4.8(C) WITH RESPECT TO ANY DEDUCTION OR
WITHHOLDING WHICH WOULD NOT HAVE BEEN REQUIRED IF SUCH LENDER HAD PROVIDED SUCH
FORMS.
(E)
EACH LENDER THAT IS INCORPORATED OR ORGANIZED UNDER THE LAWS OF
THE USA OR A STATE THEREOF SHALL PROVIDE TWO PROPERLY COMPLETED AND DULY
EXECUTED COPIES OF IRS FORM W-9, OR ANY SUCCESSOR OR OTHER APPLICABLE FORM.
EACH LENDER SHALL DELIVER TO THE FUNDS ADMINISTRATOR AND ADMINISTRATIVE AGENT
(PROVIDED THAT SUCH LENDER REMAINS LAWFULLY ABLE TO DO SO), TWO FURTHER DULY
EXECUTED FORMS AND STATEMENTS, PROPERLY COMPLETED IN ALL MATERIAL RESPECTS, AT
OR BEFORE THE TIME ANY SUCH FORM OR STATEMENT EXPIRES OR BECOMES OBSOLETE, OR
OTHERWISE AS REASONABLY REQUESTED BY THE FUNDS ADMINISTRATOR.
EACH LENDER SHALL
PROMPTLY NOTIFY THE FUNDS ADMINISTRATOR AT ANY TIME IT DETERMINES THAT IT IS NO
LONGER IN A POSITION TO PROVIDE ANY PREVIOUSLY DELIVERED CERTIFICATE TO THE
FUNDS ADMINISTRATOR (OR ANY OTHER FORM OR CERTIFICATION ADOPTED BY U.S. TAXING
AUTHORITIES FOR SUCH PURPOSE).
(F)
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 ANY BORROWER TO MAKE A PAYMENT IN RESPECT OF ANY TAXES TO SUCH
LENDER PURSUANT TO SECTION 4.8(A) OR A PAYMENT IN INDEMNIFICATION FOR ANY TAXES
PURSUANT TO SECTION 4.8(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 OR TAKE ANY OTHER ACTION REASONABLY REQUESTED BY SUCH BORROWER 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) OR
PARTICIPATION IN LETTERS OF CREDIT PURSUANT TO SECTION 4.8(A) OR SECTION 4.8(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 OR TAKING OF SUCH OTHER ACTION WOULD NOT OTHERWISE MATERIALLY
ADVERSELY AFFECT SUCH LOANS OR SUCH LENDER.
THE BORROWERS AGREE TO PAY ALL
REASONABLE EXPENSES INCURRED BY ANY LENDER IN UTILIZING ANOTHER LENDING OFFICE
OF SUCH LENDER OR TAKING OF SUCH OTHER ACTION PURSUANT TO THIS SECTION 4.8(F).
4.9
PAYMENTS BY