PENALTIES APPLICABLE THERETO) OF ANY NATURE WHATSOEVER
IMPOSED BY ANY GOVERNMENTAL AUTHORITY OR BY ANY POLITICAL SUBDIVISION OR TAXING
AUTHORITY THEREOF OR THEREIN WITH RESPECT TO SUCH PAYMENTS (BUT EXCLUDING ANY
TAX IMPOSED ON OR MEASURED BY THE NET INCOME OR PROFITS OR ANY FRANCHISE OR
OTHER TAX IN LIEU THEREOF (INCLUDING BRANCH PROFITS OR SIMILAR TAXES) OF AGENT
OR LENDER BY (I) THE JURISDICTION UNDER THE LAWS OF WHICH SUCH AGENT OR LENDER
IS ORGANIZED OR ANY POLITICAL SUBDIVISION THEREOF, OR (II) THE JURISDICTION OF
SUCH AGENT'S OR LENDER'S APPLICABLE LENDING OFFICE OR ANY POLITICAL SUBDIVISION
THEREOF OR ANY UK TAX REQUIRED TO BE WITHHELD OR DEDUCTED FROM INTEREST PAYMENTS
MADE BY A EUROPEAN BORROWER BUT ONLY TO THE EXTENT THAT IT WOULD NOT HAVE BEEN
REQUIRED TO BE SO WITHHELD OR DEDUCTED HAD THE RELEVANT LENDER BEEN A QUALIFYING
LENDER AT THE TIME OF SUCH PAYMENT (FOR THE AVOIDANCE OF DOUBT THIS EXCLUSION
SHALL NOT APPLY TO UK TAX REQUIRED TO BE WITHHELD OR DEDUCTED FROM INTEREST
PAYMENTS MADE BY A EUROPEAN BORROWER WHERE THE RELEVANT LENDER HAS CEASED TO BE
A QUALIFYING LENDER ONLY BY REASON OF A CHANGE IN TREATY, LAW OR REGULATION, OR
ANY CHANGES IN THE INTERPRETATION OR ADMINISTRATION THEREOF BY ANY GOVERNMENTAL
AUTHORITY)) AND ALL INTEREST, PENALTIES OR SIMILAR LIABILITIES WITH RESPECT
THERETO (ALL SUCH NON-EXCLUDED TAXES, LEVIES, IMPOSTS, DUTIES, FEES, ASSESSMENTS
OR OTHER CHARGES BEING REFERRED TO COLLECTIVELY AS "TAXES").
IF ANY BORROWER
SHALL BE REQUIRED BY LAW TO DEDUCT ANY TAXES FROM OR IN RESPECT OF ANY SUM
PAYABLE HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT TO ANY LENDER OR AGENT,
(I) THE SUM PAYABLE HEREUNDER SHALL BE INCREASED AS MAY BE NECESSARY SO THAT,
AFTER MAKING ALL REQUIRED DEDUCTIONS (INCLUDING DEDUCTIONS APPLICABLE TO
ADDITIONAL SUMS PAYABLE PURSUANT TO THIS SECTION 1.9), SUCH LENDER OR AGENT (AS
THE CASE MAY BE) RECEIVES AN AMOUNT EQUAL TO THE SUM IT WOULD HAVE RECEIVED HAD
NO SUCH DEDUCTIONS BEEN MADE, (II) BORROWER SHALL MAKE SUCH DEDUCTIONS,
(III) BORROWER SHALL TIMELY PAY THE FULL AMOUNT DEDUCTED TO THE RELEVANT
GOVERNMENTAL AUTHORITY IN ACCORDANCE WITH APPLICABLE LAW, AND (IV) BORROWER
SHALL FURNISH TO THE AGENT THE ORIGINAL COPY OF A RECEIPT EVIDENCING PAYMENT
THEREOF WITHIN 30 DAYS AFTER SUCH PAYMENT IS MADE.
(B)
OTHER TAXES.
IN ADDITION, BORROWER HEREBY AGREES TO PAY ANY
PRESENT OR FUTURE STAMP OR DOCUMENTARY TAXES OR ANY OTHER EXCISE OR PROPERTY
TAXES, CHARGES OR SIMILAR LEVIES AND IRREVOCABLE VALUE ADDED TAXES WHICH ARISE
FROM ANY PAYMENT MADE HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT OR FROM THE
EXECUTION, DELIVERY, ENFORCEMENT OR REGISTRATION OF, TRANSFER OR ASSIGNMENT OR
OTHERWISE WITH RESPECT TO, THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT ("OTHER
TAXES").
(C)
FOREIGN LENDERS.
(I)
PRIOR TO BECOMING A LENDER UNDER THIS
AGREEMENT AND WITHIN FIFTEEN (15) DAYS AFTER A REASONABLE WRITTEN REQUEST OF
BORROWER REPRESENTATIVE OR AGENT FROM TIME TO TIME THEREAFTER, EACH SUCH PERSON
OR LENDER THAT IS NOT IN EACH CASE A "UNITED STATES PERSON" (AS SUCH TERM