EXCISE OR PROPERTY
TAXES, CHARGES OR SIMILAR LEVIES THAT ARISE FROM ANY PAYMENT MADE HEREUNDER OR
FROM THE EXECUTION, DELIVERY OR REGISTRATION OF, PERFORMING UNDER, OR OTHERWISE
WITH RESPECT TO, THIS AGREEMENT (HEREINAFTER REFERRED TO AS "OTHER TAXES").
(C)
EACH BORROWER AND KRAFT SHALL INDEMNIFY EACH
LENDER AND JPMORGAN CHASE, AS ADMINISTRATIVE AGENT, FOR AND HOLD IT HARMLESS
AGAINST THE FULL AMOUNT OF TAXES OR OTHER TAXES (INCLUDING, WITHOUT LIMITATION,
TAXES AND OTHER TAXES IMPOSED BY ANY JURISDICTION ON AMOUNTS PAYABLE UNDER THIS
SECTION 2.15) PAID BY SUCH LENDER OR JPMORGAN CHASE, AS ADMINISTRATIVE AGENT (AS
THE CASE MAY BE), AND ANY LIABILITY (INCLUDING PENALTIES, INTEREST AND EXPENSES)
ARISING THEREFROM OR WITH RESPECT THERETO, WHETHER OR NOT SUCH TAXES OR OTHER
TAXES WERE CORRECTLY OR LEGALLY ASSERTED.
THIS INDEMNIFICATION SHALL BE MADE
WITHIN 30 DAYS FROM THE DATE SUCH LENDER OR JPMORGAN CHASE, AS ADMINISTRATIVE
AGENT (AS THE CASE MAY BE), MAKES WRITTEN DEMAND THEREFOR.
(D)
WITHIN 30 DAYS AFTER THE DATE OF ANY PAYMENT
OF TAXES, EACH BORROWER AND KRAFT SHALL FURNISH TO JPMORGAN CHASE, AS
ADMINISTRATIVE AGENT, AT ITS ADDRESS REFERRED TO
26
IN SECTION 9.02, THE ORIGINAL OR A CERTIFIED COPY OF A RECEIPT EVIDENCING SUCH
PAYMENT.
IF ANY BORROWER OR KRAFT DETERMINES THAT NO TAXES ARE PAYABLE IN
RESPECT THEREOF, SUCH BORROWER OR KRAFT SHALL, AT THE REQUEST OF JPMORGAN CHASE,
AS ADMINISTRATIVE AGENT, FURNISH OR CAUSE THE PAYOR TO FURNISH, JPMORGAN CHASE,
AS ADMINISTRATIVE AGENT, AND EACH LENDER AN OPINION OF COUNSEL REASONABLY
ACCEPTABLE TO JPMORGAN CHASE, AS ADMINISTRATIVE AGENT, STATING THAT SUCH PAYMENT
IS EXEMPT FROM TAXES.
(E)
EACH LENDER, 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, SHALL PROVIDE EACH OF JPMORGAN CHASE,
AS ADMINISTRATIVE AGENT, KRAFT AND SUCH BORROWER WITH ANY FORM OR CERTIFICATE
THAT IS REQUIRED BY ANY TAXING AUTHORITY (INCLUDING, IF APPLICABLE, TWO ORIGINAL
INTERNAL REVENUE SERVICE FORMS W-9, W-8BEN OR W-8ECI, AS APPROPRIATE, OR ANY
SUCCESSOR OR OTHER FORM PRESCRIBED BY THE INTERNAL REVENUE SERVICE), CERTIFYING
THAT SUCH LENDER IS EXEMPT FROM OR ENTITLED TO A REDUCED RATE OF HOME
JURISDICTION WITHHOLDING TAXES ON PAYMENTS PURSUANT TO THIS AGREEMENT.
THEREAFTER, EACH SUCH LENDER SHALL PROVIDE ADDITIONAL FORMS OR CERTIFICATES (I)
TO THE EXTENT A FORM OR CERTIFICATE PREVIOUSLY PROVIDED HAS BECOME INACCURATE OR
INVALID OR HAS OTHERWISE CEASED TO BE EFFECTIVE OR (II) AS REQUESTED IN WRITING
BY ANY BORROWER, KRAFT OR JPMORGAN CHASE, AS ADMINISTRATIVE AGENT.
UNLESS THE
BORROWERS, KRAFT AND JPMORGAN CHASE, AS ADMINISTRATIVE AGENT, HAVE RECEIVED
FORMS OR OTHER DOCUMENTS SATISFACTORY TO THEM INDICATING THAT PAYMENTS HEREUNDER
ARE NOT SUBJECT TO HOME JURISDICTION WITHHOLDING TAXES OR ARE SUBJECT TO HOME
JURISDICTION WITHHOLDING TAXES AT A RATE REDUCED BY AN APPLICABLE TAX TREATY,
SUCH BORROWER, KRAFT OR JPMORGAN CHASE, AS ADMINISTRATIVE AGENT, SHALL WITHHOLD
TAXES FROM SUCH PAYMENTS AT THE