WITHHOLD OR SET OFF, AND
TO APPLY TO THE PAYMENT OF THE LENDER DEFAULT OBLIGATION ANY AMOUNTS TO BE PAID
TO SUCH DEFAULTING LENDER UNDER THIS AGREEMENT, AND (II) BRING AN ACTION OR SUIT
AGAINST SUCH DEFAULTING LENDER IN A COURT OF COMPETENT JURISDICTION TO RECOVER
THE LENDER DEFAULT OBLIGATION AND, TO THE EXTENT SUCH RECOVERY WOULD NOT FULLY
COMPENSATE THE LENDERS FOR THE DEFAULTING LENDER'S BREACH OF THIS AGREEMENT, TO
COLLECT DAMAGES.
IN ADDITION, THE DEFAULTING LENDER SHALL INDEMNIFY, DEFEND AND
HOLD AGENT AND EACH OF THE OTHER LENDERS HARMLESS FROM AND AGAINST ANY AND ALL
CLAIMS, ACTIONS, LIABILITIES, DAMAGES,
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COSTS AND EXPENSES (INCLUDING ATTORNEYS' FEES AND EXPENSES), PLUS INTEREST
THEREON AT THE DEFAULT RATE, FOR FUNDS ADVANCED BY AGENT OR ANY OTHER LENDER ON
ACCOUNT OF THE DEFAULTING LENDER OR ANY OTHER DAMAGES SUCH PERSONS MAY SUSTAIN
OR INCUR BY REASON OF OR AS A DIRECT CONSEQUENCE OF THE DEFAULTING LENDER'S
FAILURE OR REFUSAL TO ABIDE BY ITS OBLIGATIONS UNDER THIS AGREEMENT.
13.5.4
AT LEAST FIVE BUSINESS DAYS PRIOR TO THE FIRST DATE ON
WHICH INTEREST OR FEES ARE PAYABLE HEREUNDER FOR THE ACCOUNT OF ANY LENDER, EACH
LENDER THAT IS NOT INCORPORATED UNDER THE LAWS OF THE UNITED STATES OF AMERICA,
OR A STATE THEREOF, AGREES THAT IT WILL DELIVER TO EACH OF THE AGENT AND THE
BORROWER TWO DULY COMPLETED COPIES OF UNITED STATES INTERNAL REVENUE SERVICE
FORM W-8 BEN OR W-8 ECI, CERTIFYING IN EITHER CASE THAT SUCH LENDER IS ENTITLED
TO RECEIVE PAYMENTS UNDER THIS AGREEMENT AND THE NOTE WITHOUT DEDUCTION OR
WITHHOLDING OF ANY UNITED STATES FEDERAL INCOME TAXES.
EACH LENDER WHICH SO
DELIVERS A FORM W-8 BEN OR W-8 ECI FURTHER UNDERTAKES TO DELIVER TO THE AGENT
TWO ADDITIONAL COPIES OF SUCH FORM (OR A SUCCESSOR FORM) ON OR BEFORE THE DATE
THAT SUCH FORM EXPIRES OR BECOMES OBSOLETE OR AFTER THE OCCURRENCE OF ANY EVENT
REQUIRING A CHANGE IN THE MOST RECENT FORMS SO DELIVERED BY IT, AND SUCH
AMENDMENTS THERETO OR EXTENSIONS OR RENEWALS THEREOF AS MAY BE REASONABLY
REQUESTED BY THE AGENT, IN EACH CASE CERTIFYING THAT SUCH LENDER IS ENTITLED TO
RECEIVE PAYMENTS UNDER THIS AGREEMENT AND THE NOTE WITHOUT DEDUCTION OR
WITHHOLDING OF ANY UNITED STATES FEDERAL INCOME TAXES, UNLESS ANY CHANGE IN
TREATY, LAW OR REGULATION HAS OCCURRED AFTER THE INITIAL DELIVERY REQUIRED BY
THIS SECTION 13.5.4 BUT PRIOR TO THE DATE ON WHICH ANY SUCH SUBSEQUENT DELIVERY
WOULD OTHERWISE BE REQUIRED WHICH RENDERS ALL SUCH FORMS INAPPLICABLE OR WHICH
WOULD PREVENT SUCH LENDER FROM DULY COMPLETING AND DELIVERING ANY SUCH FORM WITH
RESPECT TO IT AND SUCH LENDER ADVISES THE AGENT THAT IT IS NOT CAPABLE OF
RECEIVING PAYMENTS WITHOUT ANY DEDUCTION OR WITHHOLDING OF UNITED STATES FEDERAL
INCOME TAX, PROVIDED, HOWEVER, THAT IF ANY SUCH LENDER SO ADVISES THE AGENT,
AGENT SHALL PROMPTLY NOTIFY BORROWER THEREOF, AND SO LONG AS NO EVENT OF DEFAULT
HAS OCCURRED AND IS CONTINUING, UPON WRITTEN DEMAND OF BORROWER, THE BORROWER
MAY REQUIRE SUCH LENDER TO SELL