AS MAY BE NECESSARY IN ORDER
THAT THE NET AMOUNT RECEIVED BY EACH PAYEE AFTER SUCH DEDUCTIONS OR WITHHOLDINGS
(INCLUDING ANY REQUIRED DEDUCTION OR WITHHOLDING ON SUCH ADDITIONAL AMOUNTS)
SHALL EQUAL THE AMOUNT SUCH PAYEE WOULD HAVE RECEIVED HAD NO SUCH DEDUCTIONS OR
WITHHOLDINGS BEEN MADE; AND
(III)
PROMPTLY FORWARD TO THE AGENT (FOR DELIVERY
TO SUCH PAYEE) AN OFFICIAL RECEIPT OR OTHER DOCUMENTATION SATISFACTORY TO THE
AGENT EVIDENCING SUCH PAYMENT TO SUCH AUTHORITIES.
(B)
IF ANY TAXES OTHERWISE PAYABLE BY THE
BORROWER PURSUANT TO THE FOREGOING PARAGRAPH ARE DIRECTLY ASSERTED AGAINST ANY
PAYEE, SUCH PAYEE MAY PAY SUCH TAXES AND THE BORROWER PROMPTLY SHALL REIMBURSE
SUCH PAYEE TO THE FULL EXTENT OTHERWISE REQUIRED BY SUCH PARAGRAPH.
THE
OBLIGATIONS OF THE BORROWER UNDER THIS SECTION 6.5 SHALL SURVIVE ANY TERMINATION
OF THIS AGREEMENT.
EACH BANK BY ITS EXECUTION OF THIS AGREEMENT DOES HEREBY
REPRESENT (AND EACH ADDITIONAL BANK BY ITS EXECUTION OF ANY ASSIGNMENT
CERTIFICATE PURSUANT TO SECTION 11.11 SHALL BE DEEMED TO REPRESENT) TO EACH
OTHER BANK, THE AGENT AND THE BORROWER THAT IF SUCH BANK OR ADDITIONAL BANK IS
ORGANIZED UNDER THE LAWS OF ANY JURISDICTION OTHER THAN THE UNITED STATES OR ANY
STATE THEREOF, SUCH BANK OR ADDITIONAL BANK HAS FURNISHED TO THE AGENT AND THE
BORROWER EITHER U.S. INTERNAL REVENUE SERVICE FORM W-8BEN, OR U.S. INTERNAL
REVENUE SERVICE FORM W-8ECI, AS APPLICABLE (WHEREIN SUCH BANK CLAIMS ENTITLEMENT
TO COMPLETE EXEMPTION FROM U.S. FEDERAL WITHHOLDING TAX ON ALL INTEREST PAYMENTS
HEREUNDER).
(C)
IF THE BORROWER MAKES AN INCREASED TAX
PAYMENT TO A BANK UNDER THE FOREGOING CLAUSE (A)(II) AND THAT BANK DETERMINES IN
ITS ABSOLUTE DISCRETION THAT (A) A TAX CREDIT IS ATTRIBUTABLE TO THAT TAX
PAYMENT, AND (B) THAT BANK HAS OBTAINED, UTILIZED AND FULLY RETAINED THAT TAX
CREDIT ON AN AFFILIATED GROUP BASIS, THEN SUCH BANK SHALL PAY AN AMOUNT TO THE
BORROWER WHICH THAT BANK DETERMINES IN ITS ABSOLUTE
31
DISCRETION WILL LEAVE IT (AFTER THAT PAYMENT) IN THE SAME AFTER-TAX POSITION AS
IT WOULD HAVE BEEN IN HAD THE PAYMENT UNDER CLAUSE (A)(II) NOT BEEN REQUIRED TO
BE MADE BY THE BORROWER; PROVIDED, HOWEVER, THAT (I) SUCH BANK SHALL BE THE SOLE
JUDGE OF THE AMOUNT OF SUCH TAX CREDIT AND THE DATE ON WHICH IT IS RECEIVED,
(II) NO BANK SHALL BE OBLIGED TO DISCLOSE INFORMATION REGARDING ITS TAX AFFAIRS
OR TAX COMPUTATIONS, (III) NOTHING HEREIN SHALL INTERFERE WITH A BANK'S RIGHT TO
MANAGE ITS TAX AFFAIRS IN WHATEVER MANNER IT SEES FIT, AND (IV) IF SUCH BANK
SHALL SUBSEQUENTLY DETERMINE THAT IT HAS LOST THE CREDIT OF ALL OR A PORTION OF
SUCH TAX CREDIT, THE BORROWER SHALL PROMPTLY REMIT TO SUCH BANK THE AMOUNT
CERTIFIED BY SUCH BANK TO BE THE AMOUNT NECESSARY TO RESTORE SUCH BANK TO THE
POSITION IT WOULD HAVE BEEN IN IF NO PAYMENT HAD BEEN MADE PURSUANT TO THIS
SENTENCE.
6.6
JUDGMENT CURRENCY.
If, for the purpose of obtaining judgment in any court, it is necessary to
convert a sum due under this Agreement