FUND AND, ON THE THIRD BUSINESS DAY FOLLOWING THE DATE OF
SUCH BORROWING, THE BORROWER SHALL PAY SUCH AMOUNT TO THE ADMINISTRATIVE AGENT
FOR THE ADMINISTRATIVE AGENT'S ACCOUNT, TOGETHER WITH INTEREST THEREON FOR EACH
DAY ELAPSED SINCE THE DATE OF SUCH BORROWING, AT A RATE PER ANNUM EQUAL TO THE
INTEREST RATE APPLICABLE AT THE TIME TO THE LOANS COMPRISING SUCH BORROWING.
NOTHING CONTAINED IN THIS SECTION 3.04(A) SHALL RELIEVE ANY LENDER WHICH HAS
FAILED TO MAKE AVAILABLE ITS PERCENTAGE SHARE OF ANY COMMITTED BORROWING
HEREUNDER FROM ITS OBLIGATION TO DO SO IN ACCORDANCE WITH THE TERMS HEREOF.
(B)
THE FAILURE OF ANY LENDER TO MAKE ANY COMMITTED LOAN ON THE DATE OF ANY
COMMITTED BORROWING SHALL NOT RELIEVE ANY OTHER LENDER OF ITS OBLIGATION
HEREUNDER TO MAKE A LOAN ON THE DATE OF SUCH BORROWING PURSUANT TO THE
PROVISIONS CONTAINED HEREIN, BUT NO LENDER SHALL BE RESPONSIBLE FOR THE FAILURE
OF ANY OTHER LENDER TO MAKE THE LOAN TO BE MADE BY SUCH OTHER LENDER ON THE DATE
OF ANY COMMITTED BORROWING.
SECTION 3.05.
TAXES.
(A)
SUBJECT TO SECTION 3.05(G), ANY AND ALL PAYMENTS BY
OR ON ACCOUNT OF ANY OBLIGATION OF THE BORROWER TO EACH LENDER OR THE
ADMINISTRATIVE AGENT UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT SHALL BE
MADE FREE AND CLEAR OF, AND WITHOUT DEDUCTION OR WITHHOLDING FOR, ANY AND ALL
PRESENT OR FUTURE TAXES, LEVIES, IMPOSTS, DEDUCTIONS, CHARGES OR WITHHOLDINGS,
AND ALL LIABILITIES WITH RESPECT THERETO, EXCLUDING, IN THE CASE OF EACH LENDER
AND THE ADMINISTRATIVE AGENT, SUCH TAXES (INCLUDING INCOME TAXES, FRANCHISE
TAXES OR BRANCH PROFIT TAXES) AS ARE IMPOSED ON OR MEASURED BY SUCH LENDER'S OR
THE ADMINISTRATIVE AGENT'S, AS THE CASE MAY BE, NET INCOME BY THE JURISDICTION
UNDER THE LAWS OF WHICH SUCH LENDER OR THE ADMINISTRATIVE AGENT, AS THE CASE MAY
BE, IS ORGANIZED OR MAINTAINS A LENDING OFFICE OR ANY POLITICAL SUBDIVISION
THEREOF (ALL SUCH NON‐EXCLUDED TAXES, LEVIES, IMPOSTS, DEDUCTIONS, CHARGES,
WITHHOLDINGS AND LIABILITIES BEING HEREINAFTER REFERRED TO AS "TAXES").
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(B)
IN ADDITION, THE BORROWER SHALL PAY ANY PRESENT OR FUTURE STAMP OR
DOCUMENTARY TAXES, INTANGIBLE TAXES, MORTGAGE RECORDING TAXES OR ANY OTHER
SALES, EXCISE OR PROPERTY TAXES, CHARGES OR SIMILAR LEVIES WHICH ARISE FROM ANY
PAYMENT MADE HEREUNDER OR FROM THE EXECUTION, DELIVERY OR REGISTRATION OF, OR
OTHERWISE WITH RESPECT TO, THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT
(HEREINAFTER REFERRED TO AS "OTHER TAXES").
(C)
SUBJECT TO SECTION 3.05(G), THE BORROWER SHALL INDEMNIFY AND HOLD HARMLESS
EACH LENDER AND THE ADMINISTRATIVE AGENT FOR THE FULL AMOUNT OF TAXES OR OTHER
TAXES (INCLUDING ANY TAXES OR OTHER TAXES IMPOSED BY ANY JURISDICTION ON AMOUNTS
PAYABLE UNDER THIS SECTION 3.05) PAID BY SUCH LENDER OR THE ADMINISTRATIVE
AGENT, AS THE CASE MAY BE, AND ANY LIABILITY (INCLUDING PENALTIES, INTEREST,
ADDITIONS TO TAX AND EXPENSES) ARISING THEREFROM OR WITH RESPECT THERETO,
WHETHER OR NOT SUCH TAXES OR OTHER TAXES WERE CORRECTLY OR LEGALLY ASSERTED.
PAYMENT UNDER THIS INDEMNIFICATION SHALL BE MADE WITHIN 30 DAYS FROM THE DATE
SUCH