AND ALL LIABILITIES WITH RESPECT THERETO EXCLUDING,
IN THE CASE OF AGENT AND EACH LENDER, INCOME, GROSS RECEIPTS AND FRANCHISE TAXES
IMPOSED ON IT BY THE JURISDICTION UNDER THE LAWS OF WHICH IT IS ORGANIZED OR IN
WHICH ITS PRINCIPAL EXECUTIVE OFFICES MAY BE LOCATED OR ANY POLITICAL
SUBDIVISION OR TAXING AUTHORITY THEREOF OR THEREIN AND EXCLUDING, IN THE CASE OF
A NON-U.S. PERSON, ANY REQUIRED WITHHOLDING TAXES (ALL SUCH NON-EXCLUDED TAXES,
LEVIES, IMPOSTS, DUTIES, FEES, ASSESSMENTS, CHARGES, DEDUCTIONS, WITHHOLDINGS
AND LIABILITIES BEING HEREINAFTER REFERRED TO AS "TAXES").
BORROWER AGREES TO
CAUSE ALL SUCH TAXES TO BE PAID ON BEHALF OF AGENT AND EACH LENDER DIRECTLY TO
THE APPROPRIATE GOVERNMENTAL AUTHORITY.
IF AT ANY TIME BORROWER IS REQUIRED BY
LAW OR IS OTHERWISE COMPELLED TO WITHHOLD OR DEDUCT ANY SUCH TAXES FROM ANY
PAYMENT TO BE MADE BY BORROWER IN RESPECT OF THE LOAN DOCUMENTS, BORROWER SHALL
INCREASE THE AMOUNT PAID SO THAT AGENT AND EACH LENDER RECEIVES WHEN DUE (AND IS
ENTITLED TO RETAIN), AFTER DEDUCTION OR WITHHOLDING FOR OR ON ACCOUNT OF SUCH
TAXES (INCLUDING DEDUCTIONS OR WITHHOLDINGS APPLICABLE TO ADDITIONAL SUMS
PAYABLE UNDER THIS SECTION 2.16), THE FULL AMOUNT OF THE PAYMENT PROVIDED FOR IN
THE LOAN DOCUMENTS.
(B)
BORROWER FURTHER AGREES TO PAY ANY PRESENT OR FUTURE STAMP OR
DOCUMENTARY TAXES OR ANY OTHER EXCISE OR PROPERTY TAXES, CHARGES OR SIMILAR
LEVIES AND ANY NOTARIAL FEES THAT ANY GOVERNMENTAL AUTHORITIES MAY IMPOSE ON
THIS AGREEMENT, ON THE ISSUANCE OF ANY NOTE HEREUNDER OR ON ANY OTHER LOAN
DOCUMENT, INCLUDING ANY STAMP TAXES OR ANY OTHER SIMILAR TAXES WHICH MAY BE
REQUIRED FOR ENFORCEMENT PURPOSES (THE "OTHER CHARGES").
BORROWER HEREBY
INDEMNIFIES AND HOLDS AGENT AND EACH LENDER HARMLESS FOR ANY AND ALL PAYMENTS
MADE BY AGENT OR ANY LENDER OF ANY TAXES AND OTHER CHARGES AND FOR ANY
LIABILITIES (INCLUDING PENALTIES, INTEREST, LEGAL COSTS AND EXPENSES) INCURRED
BY AGENT OR ANY LENDER OR WHICH MAY BE IMPOSED ON AGENT OR ANY LENDER IN
CONNECTION THEREWITH OR ANY DELAYS IN THEIR PAYMENT.
(C)
BORROWER SHALL PROVIDE AGENT AND EACH LENDER WITH ORIGINAL TAX
RECEIPTS, NOTARIZED COPIES OF TAX RECEIPTS, OR SUCH OTHER DOCUMENTATION AS AGENT
OR ANY LENDER SHALL REASONABLY REQUEST, FOR ALL TAXES AND OTHER CHARGES PAID BY
BORROWER PURSUANT TO THIS SECTION 2.16.
BORROWER SHALL DELIVER SUCH RECEIPTS OR
OTHER DOCUMENTATION TO AGENT OR THE REQUESTING LENDER, AS THE CASE MAY BE,
WITHIN 30 DAYS AFTER THE DUE DATE, INCLUDING ANY EXTENSIONS, FOR THE RELATED TAX
OR OTHER CHARGE.
(D)
EACH LENDER THAT IS INCORPORATED UNDER THE LAWS OF ANY JURISDICTION
OUTSIDE THE UNITED STATES AGREES TO DELIVER TO THE AGENT AND BORROWER ON OR
PRIOR TO THE CLOSING DATE, AND IN
19
A TIMELY FASHION THEREAFTER, IRS FORM W-8BEN, IRS FORM W-8ECI OR SUCH OTHER
DOCUMENTS AND FORMS OF THE U.S. INTERNAL REVENUE SERVICE, DULY EXECUTED AND
COMPLETED BY SUCH LENDER, AS ARE REQUIRED UNDER UNITED STATES LAW TO ESTABLISH
SUCH BANK'S STATUS FOR UNITED STATES WITHHOLDING TAX PURPOSES.
(E)
NOTWITHSTANDING THE FOREGOING SUBSECTIONS