OR A EURODOLLAR ADVANCE IS NOT
MADE ON THE DATE SPECIFIED BY THE BORROWER FOR ANY REASON OTHER THAN DEFAULT BY
THE LENDERS, THE BORROWER WILL INDEMNIFY EACH LENDER FOR ANY LOSS OR COST
INCURRED BY IT RESULTING THEREFROM, INCLUDING, WITHOUT LIMITATION, ANY LOSS OR
COST IN LIQUIDATING OR EMPLOYING DEPOSITS ACQUIRED TO FUND OR MAINTAIN SUCH
EURODOLLAR ADVANCE.
4.5
TAXES.
(A)
ALL PAYMENTS BY THE BORROWER TO OR FOR THE ACCOUNT OF
ANY LENDER OR THE AGENT HEREUNDER OR UNDER ANY REVOLVING CREDIT NOTE SHALL BE
MADE FREE AND CLEAR OF AND WITHOUT DEDUCTION FOR ANY AND ALL TAXES.
IF THE
BORROWER SHALL BE REQUIRED BY LAW TO DEDUCT ANY TAXES FROM OR IN RESPECT OF ANY
SUM PAYABLE HEREUNDER TO ANY LENDER OR THE AGENT, (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 4.5) SUCH
LENDER OR THE AGENT (AS THE CASE MAY BE) RECEIVES AN AMOUNT EQUAL TO THE SUM IT
WOULD HAVE RECEIVED HAD NO SUCH DEDUCTIONS BEEN MADE, (II) THE BORROWER SHALL
MAKE SUCH DEDUCTIONS, (III) THE BORROWER SHALL PAY THE FULL AMOUNT DEDUCTED TO
THE RELEVANT AUTHORITY IN ACCORDANCE WITH APPLICABLE LAW AND (IV) THE BORROWER
SHALL FURNISH TO THE AGENT THE ORIGINAL COPY OF A RECEIPT EVIDENCING PAYMENT
THEREOF WITHIN THIRTY (30) DAYS AFTER SUCH PAYMENT IS MADE.
33
(B)
IN ADDITION, THE BORROWER HEREBY AGREES TO PAY ANY PRESENT OR
FUTURE STAMP OR DOCUMENTARY TAXES AND ANY OTHER EXCISE OR PROPERTY TAXES,
CHARGES OR SIMILAR LEVIES WHICH ARISE FROM ANY PAYMENT MADE HEREUNDER OR UNDER
ANY REVOLVING CREDIT NOTE OR FROM THE EXECUTION OR DELIVERY OF, OR OTHERWISE
WITH RESPECT TO, THIS AGREEMENT OR ANY REVOLVING CREDIT NOTE ("OTHER TAXES").
(C)
THE BORROWER HEREBY AGREES TO INDEMNIFY THE AGENT AND EACH LENDER
FOR THE FULL AMOUNT OF TAXES OR OTHER TAXES (INCLUDING, WITHOUT LIMITATION, ANY
TAXES OR OTHER TAXES IMPOSED ON AMOUNTS PAYABLE UNDER THIS SECTION 4.5) PAID BY
THE AGENT OR SUCH LENDER AND ANY LIABILITY (INCLUDING PENALTIES, INTEREST AND
EXPENSES) ARISING THEREFROM OR WITH RESPECT THERETO.
PAYMENTS DUE UNDER THIS
INDEMNIFICATION SHALL BE MADE WITHIN THIRTY (30) DAYS OF THE DATE THE AGENT OR
SUCH LENDER MAKES DEMAND THEREFOR PURSUANT TO SECTION 4.6.
(D)
EACH LENDER THAT IS NOT INCORPORATED UNDER THE LAWS OF THE UNITED
STATES OF AMERICA OR A STATE THEREOF (EACH A "NON-U.S. LENDER") AGREES THAT IT
WILL, NOT LESS THAN TEN (10) BUSINESS DAYS AFTER THE DATE OF THIS AGREEMENT, (I)
DELIVER TO EACH OF THE BORROWER AND THE AGENT SUCH PROPERLY COMPLETED AND
EXECUTED DOCUMENTATION PRESCRIBED BY APPLICABLE LAW OR REASONABLY REQUESTED BY
THE BORROWER, CERTIFYING THAT SUCH LENDER IS ENTITLED TO RECEIVE PAYMENTS UNDER
THIS AGREEMENT WITHOUT DEDUCTION OR WITHHOLDING OF ANY UNITED STATES FEDERAL
INCOME TAXES.
EACH NON-U.S. LENDER FURTHER UNDERTAKES TO DELIVER TO EACH OF THE
BORROWER AND THE AGENT (X) RENEWALS OR ADDITIONAL COPIES OF SUCH FORM (OR ANY
SUCCESSOR FORM) ON