WOULD HAVE RECEIVED HAD
NO SUCH DEDUCTIONS BEEN MADE, (II) THE BORROWER SHALL MAKE SUCH DEDUCTIONS,
(III) THE BORROWER SHALL PAY THE FULL AMOUNT DEDUCTED TO THE RELEVANT TAXATION
AUTHORITY OR OTHER AUTHORITY IN ACCORDANCE WITH APPLICABLE LAW AND (IV) THE
BORROWER SHALL FURNISH TO THE
46
ADMINISTRATIVE AGENT, AT ITS ADDRESS REFERRED TO IN SECTION 9.1, THE ORIGINAL OR
A CERTIFIED COPY OF A RECEIPT EVIDENCING PAYMENT THEREOF.
(B)
IN ADDITION, THE BORROWER AGREES TO PAY ANY PRESENT OR FUTURE
STAMP OR DOCUMENTARY TAXES AND ANY OTHER EXCISE OR PROPERTY TAXES, OR CHARGES OR
SIMILAR LEVIES WHICH ARISE FROM ANY PAYMENT MADE HEREUNDER OR UNDER ANY OR FROM
THE EXECUTION OR DELIVERY OF, OR OTHERWISE WITH RESPECT TO, THIS AGREEMENT OR
ANY NOTE (HEREINAFTER REFERRED TO AS "OTHER TAXES").
(C)
IN THE EVENT THAT NON-EXCLUDED TAXES NOT IMPOSED ON THE CLOSING
DATE ARE IMPOSED, OR NON-EXCLUDED TAXES IMPOSED ON THE CLOSING DATE INCREASE,
THE APPLICABLE BANK SHALL NOTIFY THE ADMINISTRATIVE AGENT AND THE BORROWER OF
SUCH EVENT IN WRITING WITHIN A REASONABLE PERIOD FOLLOWING RECEIPT OF KNOWLEDGE
THEREOF. NOTWITHSTANDING THE FOREGOING, IF SUCH BANK SHALL FAIL TO NOTIFY
BORROWER OF ANY SUCH EVENT WITHIN NINETY (90) DAYS FOLLOWING THE END OF THE
MONTH DURING WHICH SUCH EVENT OCCURRED, THEN BORROWER'S LIABILITY FOR SUCH
ADDITIONAL NON-EXCLUDED TAXES INCURRED BY SUCH BANK AS A RESULT OF SUCH EVENT
(INCLUDING PAYMENT OF A MAKE WHOLE AMOUNT UNDER SECTION 8.4(A)(I)) SHALL BE
LIMITED TO THOSE ATTRIBUTABLE TO THE PERIOD OCCURRING SUBSEQUENT TO THE
NINETIETH (90TH) DAY PRIOR TO, BUT EXCLUDING, THE DATE UPON WHICH SUCH BANK
ACTUALLY NOTIFIED BORROWER OF THE OCCURRENCE OF SUCH EVENT.
(D)
THE BORROWER AGREES TO INDEMNIFY EACH BANK AND THE ADMINISTRATIVE
AGENT FOR THE FULL AMOUNT OF NON-EXCLUDED TAXES OR OTHER TAXES (INCLUDING,
WITHOUT LIMITATION, ANY NON-EXCLUDED TAXES OR OTHER TAXES IMPOSED OR ASSERTED BY
ANY JURISDICTION ON AMOUNTS PAYABLE UNDER THIS SECTION 8.4) PAID BY SUCH BANK OR
THE ADMINISTRATIVE AGENT (AS THE CASE MAY BE) AND, SO LONG AS SUCH BANK OR
ADMINISTRATIVE AGENT HAS PROMPTLY PAID ANY SUCH NON-EXCLUDED TAXES OR OTHER
TAXES, ANY LIABILITY FOR PENALTIES AND INTEREST ARISING THEREFROM OR WITH
RESPECT THERETO.
THIS INDEMNIFICATION SHALL BE MADE WITHIN 15 DAYS FROM THE
DATE SUCH BANK OR THE ADMINISTRATIVE AGENT (AS THE CASE MAY BE) MAKES DEMAND
THEREFOR.
(E)
EACH BANK OR ADMINISTRATIVE AGENT THAT IS A UNITED STATES PERSON
FOR U.S. FEDERAL INCOME TAX PURPOSES, ON OR PRIOR TO THE DATE OF ITS EXECUTION
AND DELIVERY OF THIS AGREEMENT IN THE CASE OF EACH BANK AND ADMINISTRATIVE AGENT
LISTED ON THE SIGNATURE PAGES HEREOF AND ON OR PRIOR TO THE DATE ON WHICH IT
BECOMES A BANK OR THE ADMINISTRATIVE AGENT IN THE CASE OF EACH OTHER BANK OR
ADMINISTRATIVE AGENT, SHALL PROVIDE THE BORROWER WITH TWO DULY COMPLETED COPIES
OF INTERNAL REVENUE SERVICE FORM W-9 OR ANY SUCCESSOR FORM PRESCRIBED BY THE
INTERNAL REVENUE SERVICE AND SHALL PROVIDE BORROWER WITH TWO FURTHER COPIES OF
ANY SUCH FORM ON OR BEFORE