ANY FAILURE BY BORROWER FOR ANY REASON (INCLUDING, WITHOUT LIMITATION, THE
FAILURE OF ANY CONDITION PRECEDENT SPECIFIED IN SECTION 7.2 TO BE SATISFIED) TO
BORROW, CONVERT, CONTINUE, OR PREPAY A EURODOLLAR BORROWING ON THE DATE FOR SUCH
BORROWING, CONVERSION, CONTINUATION, OR PREPAYMENT SPECIFIED IN THE RELEVANT
BORROWING NOTICE.
4.6
TAXES.
(A)
ANY AND ALL PAYMENTS BY BORROWER TO OR FOR THE ACCOUNT OF ANY CREDIT PARTY
HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT SHALL BE MADE FREE AND CLEAR OF AND
WITHOUT DEDUCTION FOR ANY AND ALL PRESENT OR FUTURE TAXES ARISING AFTER THE DATE
HEREOF, EXCLUDING, IN THE CASE OF EACH CREDIT PARTY, TAXES BASED ON OR MEASURED
BY ITS GROSS OR NET INCOME, AND FRANCHISE TAXES IMPOSED ON IT, BY THE
JURISDICTION UNDER THE LAWS OF WHICH SUCH CREDIT PARTY (OR ITS APPLICABLE
LENDING OFFICE) IS ORGANIZED OR ANY POLITICAL SUBDIVISION THEREOF (SUCH INCOME
AND FRANCHISE TAXES BEING "EXCLUDED TAXES").
IF BORROWER SHALL BE REQUIRED BY
LAW TO DEDUCT ANY TAXES (OTHER THAN EXCLUDED TAXES) FROM OR IN RESPECT OF ANY
SUM PAYABLE UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT TO ANY CREDIT PARTY,
THEN (I) THE SUM PAYABLE SHALL BE INCREASED AS NECESSARY SO THAT AFTER MAKING
ALL REQUIRED DEDUCTIONS (INCLUDING DEDUCTIONS APPLICABLE TO ADDITIONAL SUMS
PAYABLE UNDER THIS SECTION 4.6) SUCH CREDIT PARTY 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 PAY THE FULL AMOUNT DEDUCTED TO
THE RELEVANT TAXATION AUTHORITY OR OTHER AUTHORITY IN ACCORDANCE WITH ALL LAWS,
AND (IV) BORROWER SHALL, UPON THE REQUEST OF ADMINISTRATIVE AGENT, FURNISH TO
ADMINISTRATIVE AGENT, AT ITS ADDRESS REFERRED TO IN SECTION 14.3, THE ORIGINAL
OR A CERTIFIED COPY OF A RECEIPT EVIDENCING PAYMENT THEREOF.
(B)
IN ADDITION, BORROWER AGREES TO PAY ANY AND ALL 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 UNDER THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT OR FROM THE EXECUTION OR DELIVERY OF, OR OTHERWISE WITH RESPECT TO,
THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (HEREINAFTER REFERRED TO AS "OTHER
TAXES").
(C)
BORROWER AGREES TO INDEMNIFY EACH CREDIT PARTY FOR THE FULL AMOUNT OF
TAXES (OTHER THAN EXCLUDED TAXES) AND OTHER TAXES (INCLUDING, WITHOUT
LIMITATION, ANY TAXES (OTHER THAN EXCLUDED TAXES) OR OTHER TAXES IMPOSED OR
ASSERTED BY ANY JURISDICTION ON AMOUNTS PAYABLE UNDER THIS SECTION 4.6) PAID BY
SUCH CREDIT PARTY (AS THE CASE MAY BE) AND ANY LIABILITY (INCLUDING PENALTIES,
INTEREST, AND EXPENSES) ARISING THEREFROM OR WITH RESPECT THERETO.
IF ANY
CREDIT PARTY
28
RECEIVES A REFUND IN RESPECT OF ANY TAXES OR OTHER TAXES IN WHICH IT HAS BEEN
INDEMNIFIED BY BORROWER PURSUANT TO THIS SECTION 4.6, THEN SUCH CREDIT PARTY
SHALL PROMPTLY NOTIFY BORROWER OF SUCH REFUND AND SHALL PROMPTLY, UPON RECEIPT,
REPAY SUCH REFUND TO BORROWER.
(D)
EACH LENDER ORGANIZED UNDER THE LAWS OF A JURISDICTION OUTSIDE THE UNITED
STATES, ON