NO SUCH
DEDUCTIONS BEEN MADE, (II) SUCH PERSON SHALL MAKE SUCH DEDUCTIONS, (III) SUCH
PERSON SHALL PAY THE FULL AMOUNT DEDUCTED TO THE RELEVANT TAXATION AUTHORITY OR
OTHER AUTHORITY IN ACCORDANCE WITH APPLICABLE LAW AND (IV) SUCH PERSON SHALL
FURNISH TO THE ADMINISTRATIVE AGENT, AT ITS ADDRESS REFERRED TO IN SECTION
10.01, THE ORIGINAL OR A CERTIFIED COPY OF A RECEIPT, IF ANY, EVIDENCING PAYMENT
THEREOF.
(B)
IN ADDITION, THE BORROWER AGREES TO PAY ANY PRESENT OR FUTURE
STAMP OR DOCUMENTARY TAXES AND ANY OTHER EXCISE OR PROPERTY TAXES, OR CHARGES OR
SIMILAR LEVIES WHICH ARISE FROM ANY PAYMENT MADE UNDER ANY LOAN DOCUMENT OR FROM
THE EXECUTION OR DELIVERY OF, OR OTHERWISE WITH RESPECT TO, ANY LOAN DOCUMENT
(HEREINAFTER REFERRED TO AS "OTHER TAXES").
35
(C)
THE BORROWER AGREES TO INDEMNIFY EACH LENDER AND THE
ADMINISTRATIVE AGENT FOR THE FULL AMOUNT OF TAXES OR OTHER TAXES (INCLUDING,
WITHOUT LIMITATION, ANY TAXES OR OTHER TAXES IMPOSED OR ASSERTED BY ANY
JURISDICTION ON AMOUNTS PAYABLE UNDER THIS SECTION 8.04) PAID BY SUCH LENDER OR
THE ADMINISTRATIVE AGENT (AS THE CASE MAY BE) AND ANY LIABILITY (INCLUDING
PENALTIES, INTEREST AND EXPENSES) ARISING THEREFROM OR WITH RESPECT THERETO;
PROVIDED THAT THE INDEMNIFICATION OBLIGATION UNDER THIS SECTION 8.04(C) SHALL BE
ONLY WITH RESPECT TO TAXES, OTHER TAXES AND LIABILITIES RELATED TO PAYMENTS MADE
BY THE BORROWER UNDER ANY LOAN DOCUMENT. THIS INDEMNIFICATION SHALL BE MADE
WITHIN 15 DAYS FROM THE DATE SUCH LENDER OR THE ADMINISTRATIVE AGENT (AS THE
CASE MAY BE) MAKES WRITTEN DEMAND THEREFOR.
(D)
EACH LENDER ORGANIZED UNDER THE LAWS OF A JURISDICTION OUTSIDE THE
UNITED STATES, IN THE CASE OF EACH LENDER LISTED ON THE SIGNATURE PAGE HEREOF,
ON OR PRIOR TO THE DATE OF SUCH LENDER'S EXECUTION AND DELIVERY OF THIS
AGREEMENT, IN THE CASE OF EACH OTHER LENDER, ON AND PRIOR TO THE DATE ON WHICH
SUCH OTHER LENDER BECOMES A LENDER, IN THE CASE OF EACH LENDER THAT GRANTS ANY
PARTICIPATING INTEREST PURSUANT TO SECTION 10.06 OR OTHERWISE CEASES TO ACT FOR
ITS OWN ACCOUNT WITH RESPECT TO ANY PORTION OF ANY SUMS PAYABLE TO IT UNDER THIS
AGREEMENT, ON OR PRIOR TO THE DATE ON WHICH SUCH LENDER GRANTS SUCH
PARTICIPATING INTEREST OR OTHERWISE CEASES TO SO ACT FOR ITS OWN ACCOUNT, AND IN
THE CASE OF ANY LENDER, AND FROM TIME TO TIME THEREAFTER IF REQUESTED IN WRITING
BY THE BORROWER (BUT ONLY SO LONG AS SUCH LENDER REMAINS LAWFULLY ABLE TO DO
SO), SHALL PROVIDE THE BORROWER WITH INTERNAL REVENUE SERVICE FORM W-8BEN,
W-8ECI AND/OR W-8IMY, AS APPROPRIATE, OR ANY SUCCESSOR FORM PRESCRIBED BY THE
INTERNAL REVENUE SERVICE (TOGETHER WITH ANY FORM, DOCUMENTATION OR INFORMATION
SUCH LENDER IS REQUIRED OR CHOOSES TO TRANSMIT WITH ANY SUCH FORMS), CERTIFYING
THAT SUCH LENDER IS ENTITLED TO BENEFITS UNDER AN INCOME TAX TREATY TO WHICH THE
UNITED STATES IS A PARTY WHICH REDUCES THE RATE OF WITHHOLDING TAX ON PAYMENTS
OF INTEREST OR CERTIFYING THAT THE INCOME RECEIVABLE PURSUANT TO THIS AGREEMENT
IS EFFECTIVELY CONNECTED WITH