THE AMOUNT SUCH INDEMNIFIED PARTY WOULD HAVE RECEIVED HAD
SUCH TAXES NOT BEEN ASSERTED.
IF THE BORROWER FAILS TO PAY ANY TAXES WHEN DUE TO THE APPROPRIATE TAXING
AUTHORITY OR FAILS TO REMIT TO THE APPLICABLE INDEMNIFIED PARTY THE REQUIRED
RECEIPTS OR OTHER REQUIRED DOCUMENTARY EVIDENCE, THE BORROWER SHALL INDEMNIFY
THE APPLICABLE INDEMNIFIED PARTY FOR ANY INCREMENTAL TAXES, INTEREST, OR
PENALTIES THAT MAY BECOME PAYABLE BY ANY INDEMNIFIED PARTY AS A RESULT OF ANY
SUCH FAILURE.
33
(B)
IN ADDITION, THE BORROWER HEREBY AGREES TO PAY ANY PRESENT OR
FUTURE STAMP, RECORDING, DOCUMENTARY, EXCISE, PROPERTY OR SIMILAR TAXES, CHARGES
OR LEVIES THAT ARISE FROM ANY PAYMENT MADE UNDER OR IN RESPECT OF THIS LOAN
AGREEMENT OR ANY OTHER RELATED DOCUMENTS OR FROM THE EXECUTION, DELIVERY OR
REGISTRATION OF, ANY PERFORMANCE UNDER, OR OTHERWISE WITH RESPECT TO, THIS LOAN
AGREEMENT OR ANY OTHER RELATED DOCUMENTS (COLLECTIVELY, "OTHER TAXES").
(C)
THE BORROWER HEREBY AGREES TO INDEMNIFY THE APPLICABLE INDEMNIFIED
PARTIES FOR, AND TO HOLD THE APPLICABLE INDEMNIFIED PARTIES HARMLESS AGAINST,
THE FULL AMOUNT OF TAXES AND OTHER TAXES, AND THE FULL AMOUNT OF TAXES OF ANY
KIND IMPOSED BY ANY JURISDICTION ON AMOUNTS PAYABLE UNDER THIS SECTION 7.3,
IMPOSED ON OR PAID BY SUCH INDEMNIFIED PARTY, AS THE CASE MAY BE, AND ANY
LIABILITY (INCLUDING PENALTIES, ADDITIONS TO TAX, INTEREST AND EXPENSES) ARISING
THEREFROM OR WITH RESPECT THERETO.
THE INDEMNITY BY THE BORROWER PROVIDED FOR
IN THIS SECTION 7.3 SHALL APPLY AND BE MADE WHETHER OR NOT THE TAXES OR OTHER
TAXES FOR WHICH INDEMNIFICATION HEREUNDER IS SOUGHT HAVE BEEN CORRECTLY OR
LEGALLY ASSERTED.
AMOUNTS PAYABLE BY THE BORROWER UNDER THE INDEMNITY SET FORTH
IN THIS SECTION 7.3 SHALL BE PAID WITHIN 30 DAYS FROM THE DATE ON WHICH THE
APPLICABLE INDEMNIFIED PARTY MAKES WRITTEN DEMAND THEREFORE.
(D)
WITHIN 30 DAYS AFTER THE DATE OF ANY PAYMENT OF TAXES OR OTHER
TAXES, THE BORROWER (OR ANY PERSON MAKING SUCH PAYMENT ON BEHALF OF BORROWER)
SHALL FURNISH TO THE APPLICABLE INDEMNIFIED PARTY A CERTIFIED COPY OF THE
ORIGINAL OFFICIAL RECEIPT EVIDENCING PAYMENT THEREOF.
(E)
EACH INDEMNIFIED PARTY THAT EITHER (I) IS NOT A UNITED STATES
PERSON (AS SUCH TERM IS DEFINED IN SECTION 7701(A)(30) OF THE CODE (A "US
PERSON")) FOR UNITED STATES FEDERAL INCOME TAX PURPOSES OR (II) WHOSE NAME DOES
NOT INCLUDE "INCORPORATED," "INC.," "CORPORATION," "CORP." "P.C.," "INSURANCE
COMPANY'" OR "ASSURANCE COMPANY" (EACH, A "NON-EXEMPT PARTY") SHALL DELIVER OR
CAUSED TO BE DELIVERED TO THE BORROWER AND THE AGENT THE FOLLOWING PROPERLY
COMPLETED AND DULY EXECUTED DOCUMENTS;
(I)
TWO PROPERLY COMPLETED AND EXECUTED (X)
U.S. INTERNAL REVENUE FORMS W-8BEN (OR ANY SUCCESSOR FORMS THERETO) WITH RESPECT
TO AN INCOME TAX TREATY PROVIDING FOR A REDUCED OR A ZERO RATE OF WITHHOLDING
TAX ON INTEREST, OR (Y) U.S. INTERNAL REVENUE SERVICE FORMS W-8ECI (OR ANY
SUCCESSOR FORMS THERETO);
(II)
(X) TWO PROPERLY COMPLETED AND EXECUTED
U.S. INTERNAL REVENUE SERVICE FORMS W-8BEN (OR ANY SUCCESSOR FORMS THERETO),
INCLUDING ALL APPROPRIATE ATTACHMENTS, DOCUMENTING THE STATUS OF SUCH
INDEMNIFIED PARTY AS A NON-U.S. PERSON