INDEMNIFIED TAXES OR OTHER TAXES WERE CORRECTLY OR LEGALLY IMPOSED OR
ASSERTED BY THE RELEVANT GOVERNMENTAL AUTHORITY.
THE BORROWER
SHALL ALSO, AND
DOES HEREBY, INDEMNIFY THE AGENT, AND SHALL MAKE PAYMENT IN RESPECT THEREOF
WITHIN 10 DAYS AFTER DEMAND THEREFOR, FOR ANY AMOUNT WHICH A LENDER FOR ANY
REASON FAILS TO PAY INDEFEASIBLY TO THE AGENT AS REQUIRED BY CLAUSE (II) OF THIS
SUBSECTION.
A CERTIFICATE AS TO THE AMOUNT OF ANY SUCH PAYMENT OR LIABILITY
DELIVERED TO THE BORROWER BY A LENDER (WITH A COPY TO THE AGENT), OR BY THE
AGENT ON ITS OWN BEHALF OR ON BEHALF OF A LENDER, SHALL BE CONCLUSIVE ABSENT
MANIFEST ERROR.
(II) WITHOUT LIMITING THE PROVISIONS OF SUBSECTION (A) OR (B) ABOVE, EACH LENDER
SHALL, AND DOES HEREBY, INDEMNIFY THE BORROWER AND THE AGENT, AND SHALL MAKE
PAYMENT IN RESPECT THEREOF WITHIN 10 DAYS AFTER DEMAND THEREFOR, AGAINST ANY AND
ALL TAXES AND ANY AND ALL RELATED LOSSES, CLAIMS, LIABILITIES, PENALTIES,
INTEREST AND EXPENSES (INCLUDING THE FEES, CHARGES AND DISBURSEMENTS OF ANY
COUNSEL FOR THE BORROWER OR THE AGENT) INCURRED BY OR ASSERTED AGAINST THE
BORROWER OR THE AGENT BY ANY GOVERNMENTAL AUTHORITY AS A RESULT OF THE FAILURE
BY SUCH LENDER TO DELIVER, OR AS A RESULT OF THE INACCURACY, INADEQUACY OR
DEFICIENCY OF, ANY DOCUMENTATION REQUIRED TO BE DELIVERED BY SUCH LENDER, TO THE
BORROWER OR THE AGENT PURSUANT TO SUBSECTION (E).
EACH LENDER HEREBY AUTHORIZES
THE AGENT TO SET OFF AND APPLY ANY AND ALL AMOUNTS AT ANY TIME OWING TO SUCH
LENDER, UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY AMOUNT DUE
TO THE AGENT UNDER THIS CLAUSE (II).
THE AGREEMENTS IN THIS CLAUSE (II) SHALL
SURVIVE THE RESIGNATION AND/OR REPLACEMENT OF THE AGENT, ANY ASSIGNMENT OF
RIGHTS BY, OR THE REPLACEMENT OF, A LENDER, THE TERMINATION OF THE AGGREGATE
COMMITMENT AND THE REPAYMENT, SATISFACTION OR DISCHARGE OF ALL OTHER
OBLIGATIONS.
(D) EVIDENCE OF PAYMENTS.
UPON REQUEST BY THE BORROWER OR THE AGENT, AS THE
CASE MAY BE, AFTER ANY PAYMENT OF TAXES BY THE BORROWER OR THE AGENT TO A
GOVERNMENTAL AUTHORITY AS PROVIDED IN THIS SECTION 10.1, THE BORROWER SHALL
DELIVER TO THE AGENT OR THE AGENT SHALL DELIVER TO THE BORROWER, AS THE CASE MAY
BE, THE ORIGINAL OR A CERTIFIED COPY OF A RECEIPT ISSUED BY SUCH GOVERNMENTAL
AUTHORITY EVIDENCING SUCH PAYMENT, A COPY OF ANY RETURN REQUIRED BY LAWS TO
REPORT SUCH PAYMENT OR OTHER EVIDENCE OF SUCH PAYMENT REASONABLY SATISFACTORY TO
THE BORROWER OR THE AGENT, AS THE CASE MAY BE.
(E) STATUS OF LENDERS; TAX DOCUMENTATION.
(I) EACH LENDER SHALL DELIVER TO THE BORROWER AND TO THE AGENT, AT THE TIME OR
TIMES PRESCRIBED BY APPLICABLE LAWS OR WHEN REASONABLY REQUESTED BY THE BORROWER
OR THE AGENT, SUCH PROPERLY COMPLETED AND EXECUTED DOCUMENTATION PRESCRIBED BY
APPLICABLE LAWS OR BY THE TAXING AUTHORITIES OF ANY JURISDICTION AND SUCH OTHER
REASONABLY REQUESTED INFORMATION AS WILL PERMIT THE BORROWER OR THE AGENT, AS
THE CASE MAY BE, TO DETERMINE (A) WHETHER OR