HEREUNDER
OR UNDER ANY NOTES OR ANY OTHER LOAN DOCUMENTS OR FROM THE EXECUTION, DELIVERY
OR REGISTRATION OF, PERFORMANCE UNDER, OR OTHERWISE WITH RESPECT TO, THIS
AGREEMENT, THE NOTES OR THE OTHER LOAN DOCUMENTS (HEREINAFTER REFERRED TO AS
"OTHER TAXES").
(C)
THE LOAN PARTIES SHALL INDEMNIFY EACH LENDER AND EACH AGENT FOR
AND HOLD THEM HARMLESS AGAINST THE FULL AMOUNT OF TAXES AND OTHER TAXES, AND FOR
THE FULL AMOUNT OF TAXES OF ANY KIND IMPOSED OR ASSERTED BY ANY JURISDICTION ON
AMOUNTS PAYABLE UNDER THIS SECTION 2.10, IMPOSED ON OR PAID BY SUCH LENDER OR
SUCH AGENT (AS THE CASE MAY BE) AND ANY LIABILITY (INCLUDING PENALTIES,
ADDITIONS TO TAX, INTEREST AND EXPENSES) ARISING THEREFROM OR WITH RESPECT
THERETO. THIS INDEMNIFICATION SHALL BE MADE WITHIN 30 DAYS FROM THE DATE SUCH
LENDER OR SUCH AGENT (AS THE CASE MAY BE) MAKES WRITTEN DEMAND SETTING FORTH IN
REASONABLE DETAIL ITS CLAIM AND THE BASIS FOR INDEMNIFICATION HEREUNDER.
(D)
WITHIN 30 DAYS AFTER THE DATE OF ANY PAYMENT OF TAXES, THE
APPROPRIATE LOAN PARTY SHALL FURNISH TO THE ADMINISTRATIVE AGENT, AT ITS ADDRESS
REFERRED TO IN SECTION 8.02, THE ORIGINAL OR A CERTIFIED COPY OF A RECEIPT
EVIDENCING SUCH PAYMENT, TO THE EXTENT SUCH A RECEIPT IS ISSUED THEREFOR, OR
OTHER WRITTEN PROOF OF PAYMENT THEREOF THAT IS REASONABLY SATISFACTORY TO THE
ADMINISTRATIVE AGENT. IN THE CASE OF ANY PAYMENT HEREUNDER OR UNDER THE NOTES OR
THE OTHER LOAN DOCUMENTS BY OR ON BEHALF OF A LOAN PARTY THROUGH AN ACCOUNT OR
BRANCH OUTSIDE THE UNITED STATES OR BY A PAYOR THAT IS NOT A UNITED STATES
PERSON, IF SUCH LOAN PARTY DETERMINES THAT NO TAXES ARE PAYABLE IN RESPECT
THEREOF, SUCH LOAN PARTY SHALL FURNISH, OR SHALL CAUSE SUCH PAYOR TO FURNISH, TO
THE ADMINISTRATIVE AGENT, AT SUCH ADDRESS, AN OPINION OF COUNSEL ACCEPTABLE TO
THE ADMINISTRATIVE AGENT STATING THAT SUCH PAYMENT IS EXEMPT FROM TAXES.
(E)
EACH LENDER ORGANIZED UNDER THE LAWS OF A JURISDICTION OUTSIDE THE
UNITED STATES SHALL, ON OR PRIOR TO THE DATE OF ITS EXECUTION AND DELIVERY OF
THIS AGREEMENT IN THE CASE OF EACH INITIAL LENDER AND ON THE DATE OF THE
ASSIGNMENT AND ACCEPTANCE PURSUANT TO WHICH IT BECOMES A LENDER IN THE CASE OF
EACH OTHER LENDER, AND FROM TIME TO TIME THEREAFTER AS REASONABLY REQUESTED IN
WRITING BY THE BORROWERS (BUT ONLY SO LONG THEREAFTER AS SUCH LENDER REMAINS
LAWFULLY ABLE TO DO SO), PROVIDE EACH OF THE ADMINISTRATIVE AGENT AND THE
BORROWERS WITH TWO ORIGINAL INTERNAL REVENUE SERVICE FORMS W-8BEN OR W-8ECI (OR
IN THE CASE OF A
37
LENDER THAT HAS CERTIFIED IN WRITING TO THE ADMINISTRATIVE AGENT THAT IT IS NOT
(I) A "BANK" (AS DEFINED IN SECTION 881(C)(3)(A) OF THE INTERNAL REVENUE CODE),
(II) A 10-PERCENT SHAREHOLDER (WITHIN THE MEANING OF SECTION 871(H)(3)(B) OF THE
INTERNAL REVENUE CODE) OF THE BORROWERS OR (III) A CONTROLLED FOREIGN
CORPORATION RELATED TO THE BORROWERS (WITHIN THE MEANING OF SECTION 864(D)(4) OF
THE INTERNAL REVENUE CODE), INTERNAL REVENUE SERVICE FORM