THEN
DUE AND PAYABLE PURSUANT TO SECTION 4 OF THIS AGREEMENT, PRO RATA ACCORDING TO
THE AGGREGATE AMOUNT OF FEES THEN DUE AND PAYABLE, (VIII) TO ANY PRINCIPAL
AMOUNT THEN DUE UNDER THE NOTES, AND (IX) TO ANY AMOUNTS NOT OTHERWISE LISTED IN
THIS SECTION 5.3 THEN DUE AND PAYABLE BY BORROWER UNDER THIS AGREEMENT, THE
NOTES OR THE SECURITY DOCUMENTS.
5.4
NET PAYMENTS; APPLICATION.
(A)
ALL PAYMENTS HEREUNDER AND UNDER THE LOAN
DOCUMENTS (INCLUDING, WITHOUT LIMITATION, REPAYMENTS AND PREPAYMENTS PURSUANT TO
SECTION 2) SHALL BE MADE BY BORROWER TO AGENT, EXCEPT AS OTHERWISE PROVIDED IN
SECTION 5.1 IN FREELY TRANSFERABLE U.S. DOLLARS, AND IN SAME DAY FUNDS AT THE
CLOSING OFFICE WITHOUT SETOFF OR COUNTERCLAIM AND IN SUCH AMOUNTS AS MAY BE
NECESSARY IN ORDER THAT ALL SUCH PAYMENTS (AFTER (I) WITHHOLDING FOR OR ON
ACCOUNT OF ANY PRESENT OR FUTURE TAXES, LEVIES, IMPOSTS, DUTIES OR OTHER SIMILAR
CHARGES OF WHATSOEVER NATURE IMPOSED ON THE AMOUNTS DESCRIBED ABOVE BY ANY
GOVERNMENT OR ANY POLITICAL SUBDIVISION OR TAXING AUTHORITY THEREOF, OTHER THAN
ANY TAX (OTHER THAN SUCH TAXES REFERRED TO IN CLAUSE (II) BELOW) IMPOSED ON A
LENDER PURSUANT TO THE INCOME TAX LAWS OF THE JURISDICTION WHERE SUCH LENDER'S
PRINCIPAL OR
12
LENDING OFFICE OR OFFICES ARE LOCATED (COLLECTIVELY, THE "TAXES") AND (II)
DEDUCTION OF AN AMOUNT EQUAL TO ANY TAXES ON OR MEASURED BY THE NET INCOME
PAYABLE TO SUCH LENDER WITH RESPECT TO THE AMOUNT BY WHICH THE PAYMENTS REQUIRED
TO BE MADE BY THIS SECTION 5.4 EXCEED THE AMOUNT OTHERWISE SPECIFIED TO BE PAID
UNDER THIS AGREEMENT AND THE NOTES) SHALL NOT BE LESS THAN THE AMOUNTS OTHERWISE
SPECIFIED TO BE PAID UNDER THIS AGREEMENT AND THE NOTES.
WITH RESPECT TO EACH
SUCH DEDUCTION OR WITHHOLDING IMPOSED IN RESPECT OF ANY PAYMENT BY OR ON BEHALF
OF BORROWER, BORROWER SHALL PROMPTLY (AND IN NO EVENT LATER THAN 30 DAYS
THEREAFTER) FURNISH TO AGENT SUCH CERTIFICATES, RECEIPTS AND OTHER DOCUMENTS AS
MAY BE REQUIRED TO ESTABLISH ANY TAX CREDIT, EXEMPTION OR REDUCTION IN RATE TO
WHICH ANY LENDER OR HOLDER OF A NOTE MAY BE ENTITLED.
EACH LENDER, OTHER THAN A
LENDER ORGANIZED AND EXISTING UNDER THE LAWS OF THE UNITED STATES OF AMERICA OR
ANY POLITICAL SUBDIVISION THEREOF, AGREES TO FURNISH BORROWER, AS SOON AS
PRACTICABLE AFTER ANY WRITTEN REQUEST OF BORROWER TO SUCH EFFECT, ANY EXECUTED
FORM REASONABLY REQUESTED BY BORROWER SUCH AS IRS FORM W-8BEN OR W-8ECI, AND ANY
OTHER APPLICABLE FORM AS TO SUCH LENDER'S ENTITLEMENT, IF ANY, TO EXEMPTION
FROM, OR A REDUCED RATE OF, OR ITS SUBJECTION TO, UNITED STATES WITHHOLDING TAX
ON AMOUNTS PAYABLE TO IT HEREUNDER BY BORROWER OR UNDER THE NOTES OF BORROWER
AND EACH SUCH LENDER UNDERTAKES TO USE ITS BEST EFFORTS PROMPTLY TO NOTIFY
BORROWER OF ANY MATERIAL CHANGE IN ANY INFORMATION, STATEMENT OR FORM SO
FURNISHED TO BORROWER; PROVIDED, HOWEVER, THAT ANY FAILURE ON THE PART OF ANY
LENDER TO FURNISH ANY SUCH INFORMATION, STATEMENTS OR FORMS SHALL IN NO WAY
AFFECT THE OBLIGATIONS