AFTER THE DATE
OF SUCH PAYMENT (OR, IF RECEIPTS OR EVIDENCE ARE NOT AVAILABLE WITHIN THIRTY
(30) DAYS, AS SOON AS POSSIBLE THEREAFTER), THE BORROWER SHALL FURNISH TO
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SUCH AGENT OR LENDER (AS THE CASE MAY BE) THE ORIGINAL OR A CERTIFIED COPY OF A
RECEIPT EVIDENCING PAYMENT THEREOF TO THE EXTENT SUCH A RECEIPT IS ISSUED
THEREFOR, OR OTHER WRITTEN PROOF OF PAYMENT THEREOF THAT IS REASONABLY
SATISFACTORY TO THE ADMINISTRATIVE AGENT.
IF THE BORROWER FAILS TO PAY ANY
TAXES OR OTHER TAXES WHEN DUE TO THE APPROPRIATE TAXING AUTHORITY OR FAILS TO
REMIT TO ANY AGENT OR ANY LENDER THE REQUIRED RECEIPTS OR OTHER REQUIRED
DOCUMENTARY EVIDENCE, THE BORROWER SHALL INDEMNIFY SUCH AGENT AND SUCH LENDER
FOR ANY INCREMENTAL TAXES, INTEREST OR PENALTIES THAT MAY BECOME PAYABLE BY SUCH
AGENT OR SUCH LENDER ARISING OUT OF SUCH FAILURE.
(B)
IN ADDITION, THE BORROWER AGREES TO PAY ANY
AND ALL PRESENT OR FUTURE STAMP, COURT OR DOCUMENTARY TAXES AND ANY OTHER
EXCISE, PROPERTY, INTANGIBLE OR MORTGAGE RECORDING TAXES OR CHARGES OR SIMILAR
LEVIES WHICH ARISE FROM ANY PAYMENT MADE UNDER ANY LOAN DOCUMENT OR FROM THE
EXECUTION, DELIVERY, PERFORMANCE, ENFORCEMENT OR REGISTRATION OF, OR OTHERWISE
WITH RESPECT TO, ANY LOAN DOCUMENT (HEREINAFTER REFERRED TO AS "OTHER TAXES").
(C)
THE BORROWER AGREES TO INDEMNIFY EACH AGENT
AND EACH LENDER FOR (I) THE FULL AMOUNT OF TAXES AND OTHER TAXES (INCLUDING ANY
TAXES OR OTHER TAXES IMPOSED OR ASSERTED BY ANY JURISDICTION ON AMOUNTS PAYABLE
AND PAID UNDER THIS SECTION 3.01) PAYABLE BY SUCH AGENT AND SUCH LENDER AND (II)
ANY LIABILITY (INCLUDING ADDITIONS TO TAX, PENALTIES, INTEREST AND EXPENSES)
ARISING THEREFROM OR WITH RESPECT THERETO, IN EACH CASE WHETHER OR NOT SUCH
TAXES OR OTHER TAXES WERE CORRECTLY OR LEGALLY IMPOSED OR ASSERTED BY THE
RELEVANT GOVERNMENTAL AUTHORITY; PROVIDED SUCH AGENT OR LENDER, AS THE CASE MAY
BE, PROVIDES THE BORROWER WITH A WRITTEN STATEMENT THEREOF SETTING FORTH IN
REASONABLE DETAIL THE BASIS AND CALCULATION OF SUCH AMOUNTS.
PAYMENT UNDER THIS
SECTION 3.01(C) SHALL BE MADE WITHIN TEN (10) DAYS AFTER THE DATE SUCH LENDER OR
SUCH AGENT MAKES A DEMAND THEREFOR.
(D)
THE BORROWER SHALL NOT BE REQUIRED PURSUANT
TO THIS SECTION 3.01 TO PAY ANY ADDITIONAL AMOUNT TO, OR TO INDEMNIFY, ANY
LENDER OR AGENT, AS THE CASE MAY BE, TO THE EXTENT THAT SUCH LENDER OR SUCH
AGENT BECOMES SUBJECT TO TAXES SUBSEQUENT TO THE ORIGINAL CLOSING DATE (OR, IF
LATER, THE DATE SUCH LENDER OR AGENT BECOMES A PARTY TO THIS AGREEMENT) AS A
RESULT OF A CHANGE IN THE PLACE OF ORGANIZATION OF SUCH LENDER OR AGENT OR A
CHANGE IN THE LENDING OFFICE OF SUCH LENDER, EXCEPT TO THE EXTENT THAT ANY SUCH
CHANGE IS REQUESTED OR REQUIRED IN WRITING BY THE BORROWER (AND PROVIDED THAT
NOTHING IN THIS CLAUSE (D) SHALL BE CONSTRUED AS RELIEVING THE BORROWER FROM ANY
OBLIGATION TO MAKE SUCH PAYMENTS OR INDEMNIFICATION IN THE EVENT OF A CHANGE IN
LENDING OFFICE OR PLACE OF ORGANIZATION THAT PRECEDES