THEN SUCH PAYOR SHALL:
(I)
PAY DIRECTLY TO THE RELEVANT AUTHORITY THE FULL AMOUNT REQUIRED
TO BE SO WITHHELD OR DEDUCTED;
(II)
PROMPTLY FORWARD TO EACH MANAGING AGENT AN OFFICIAL RECEIPT OR
OTHER DOCUMENTATION SATISFACTORY TO EACH MANAGING AGENT EVIDENCING SUCH PAYMENT
TO SUCH AUTHORITY; AND
(III)
PAY TO THE RECIPIENT SUCH ADDITIONAL AMOUNT OR AMOUNTS AS IS
NECESSARY TO ENSURE THAT THE NET AMOUNT ACTUALLY RECEIVED BY THE RECIPIENT WILL
EQUAL THE FULL AMOUNT SUCH RECIPIENT WOULD HAVE RECEIVED HAD NO SUCH WITHHOLDING
OR DEDUCTION BEEN REQUIRED.
Moreover, if any Taxes are directly asserted against any recipient with respect
to any payment received by such recipient hereunder, the recipient may pay such
Taxes and the payor will promptly pay such additional amounts (including any
penalties, interest or expenses) as shall be necessary in order that the net
amount received by the recipient after the payment of such Taxes (including any
Taxes on such additional amount) shall equal the amount such recipient would
have received had such Taxes not been asserted.
If the payor fails to pay any Taxes when due to the appropriate taxing authority
or fails to remit to the recipient the required receipts or other required
documentary evidence, the payor shall indemnify the recipient for any
incremental Taxes, interest, or penalties that may become payable by any
recipient as a result of any such failure.
(B)
EACH LENDER, BANK INVESTOR OR CONDUIT ASSIGNEE THAT IS NOT A
UNITED STATES PERSON (AS SUCH TERM IS DEFINED IN SECTION 7701(A)(30) OF THE CODE
(A "US PERSON")) FOR UNITED STATES FEDERAL INCOME TAX PURPOSES (A "NON-US
LENDER") SHALL DELIVER OR CAUSED TO BE DELIVERED TO THE BORROWER AND THE AGENT
THE FOLLOWING PROPERLY COMPLETED AND DULY EXECUTED DOCUMENTS;
(I)
TWO COMPLETE AND EXECUTED (X) U.S. INTERNAL REVENUE FORMS W-8BEN
(OR ANY SUCCESSOR FORM THERETO) WITH RESPECT TO AN INCOME TAX TREATY PROVIDING
FOR A ZERO RATE OF WITHHOLDING TAX ON INTEREST, OR (Y) U.S. INTERNAL REVENUE
SERVICE FORMS W-8ECI (OR ANY SUCCESSOR FORM THERETO); OR
(II)
TWO COMPLETE AND EXECUTED U.S. INTERNAL REVENUE SERVICE FORMS
W-8BEN (OR ANY SUCCESSOR FORM THERETO), INCLUDING ALL APPROPRIATE ATTACHMENTS,
DOCUMENTING THE STATUS OF SUCH LENDER, BANK INVESTOR OR CONDUIT ASSIGNEE AS A
NON-U.S. LENDER AND (Y) A SECTION 5.11 CERTIFICATE.
Such documents shall be delivered by each such Lender, Bank Investor or Conduit
Assignee on or before the date it becomes a party to this Loan Agreement and on
or before the date, if any, such Lender, Bank Investor or Conduit Assignee
changes its applicable lending office by designating a different lending office
(a "New Lending Office").
In addition, each Lender, Bank Investor or Conduit
Assignee shall deliver to cause to be delivered such Forms and /or Certificates
promptly upon or before the expiration, obsolescence or invalidity of any
document previously delivered by such Lender, Bank Investor or Conduit
Assignee.
Notwithstanding any other provision of this Section 7.3(b), a Lender,
Bank Investor or Conduit Assignee shall not be required to deliver any document