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
35
Assignee shall not be required to deliver any document pursuant to this
Section 7.3(b) that such Lender, Bank Investor or Conduit Assignee is not
legally able to deliver.
(C)
THE BORROWER SHALL NOT BE REQUIRED TO
INDEMNIFY ANY LENDER, BANK INVESTOR OR CONDUIT ASSIGNEE OR TO PAY ANY ADDITIONAL
AMOUNTS TO ANY LENDER, BANK INVESTOR OR CONDUIT ASSIGNEE IN RESPECT OF ANY U.S.
FEDERAL INCOME OR WITHHOLDING TAX PURSUANT TO THIS SECTION 7.3 TO THE EXTENT
THAT THE OBLIGATION TO WITHHOLD ANY AMOUNTS WITH RESPECT TO U.S. FEDERAL INCOME
TAX EXISTED ON THE DATE SUCH LENDER, BANK INVESTOR OR CONDUIT ASSIGNEE BECAME A
PARTY TO THIS LOAN AGREEMENT.
SECTION 7.4.
OTHER COSTS AND EXPENSES;
BREAKAGE COSTS.
(a)
The Borrower agrees, upon receipt of a
written invoice, to cause to be paid, and to save the Lenders, the Surety
Provider, the Bank Investors, the Managing Agents and the Agent harmless against
liability for the payment of, all reasonable out-of-pocket expenses (including
reasonable attorneys' fees and expenses, any filing fees and expenses incurred
by officers or employees of any Lender, any Bank Investor, any Managing Agent
and/or the Agent) or intangible, documentary or recording taxes incurred by or
on behalf of any Lender, any Bank Investor, any Managing Agent or the Agent
(i) in connection with the preparation, negotiation, execution and delivery of
this Loan Agreement, the other Operative Documents and any documents or
instruments delivered pursuant hereto and thereto and the transactions
contemplated hereby or thereby (including the perfection or protection of the
Collateral) and (ii) from time to time (A) relating to any amendments, waivers
or consents under this Loan Agreement and the other Operative Documents,
(B) arising in connection