ANY PAYMENT MADE BY SUCH LOAN PARTY HEREUNDER OR UNDER ANY NOTES
OR ANY OTHER LOAN DOCUMENTS OR FROM THE EXECUTION, DELIVERY OR REGISTRATION OF,
PERFORMANCE UNDER, OR OTHERWISE WITH RESPECT TO, THIS AGREEMENT, THE NOTES OR
THE OTHER LOAN DOCUMENTS (HEREINAFTER REFERRED TO AS "OTHER TAXES").
(C)
THE LOAN PARTIES SHALL INDEMNIFY EACH
LENDER AND EACH AGENT FOR AND HOLD THEM HARMLESS AGAINST THE FULL AMOUNT OF
TAXES AND OTHER TAXES, AND FOR THE FULL AMOUNT OF TAXES OF ANY KIND IMPOSED OR
ASSERTED BY ANY JURISDICTION ON AMOUNTS PAYABLE UNDER THIS SECTION 2.11, IMPOSED
ON OR PAID BY SUCH LENDER OR SUCH AGENT (AS THE CASE MAY BE) AND ANY LIABILITY
(INCLUDING PENALTIES, ADDITIONS TO TAX, INTEREST AND EXPENSES) ARISING THEREFROM
OR WITH RESPECT THERETO.
THIS INDEMNIFICATION SHALL BE MADE WITHIN 30 DAYS FROM
THE DATE SUCH LENDER OR SUCH AGENT (AS THE CASE MAY BE) MAKES WRITTEN DEMAND
SETTING FORTH IN REASONABLE DETAIL ITS CLAIM AND THE BASIS FOR INDEMNIFICATION
HEREUNDER.
(D)
WITHIN 30 DAYS AFTER THE DATE OF ANY PAYMENT
OF TAXES, THE APPROPRIATE LOAN PARTY SHALL FURNISH TO THE ADMINISTRATIVE AGENT,
AT ITS ADDRESS REFERRED TO IN SECTION 8.02, THE ORIGINAL OR A CERTIFIED COPY OF
A RECEIPT EVIDENCING SUCH PAYMENT, TO THE EXTENT SUCH A RECEIPT IS ISSUED
THEREFOR, OR OTHER WRITTEN PROOF OF PAYMENT THEREOF THAT IS REASONABLY
SATISFACTORY TO THE ADMINISTRATIVE AGENT.
IN THE CASE OF ANY PAYMENT HEREUNDER
OR UNDER THE NOTES OR THE OTHER LOAN DOCUMENTS BY OR ON BEHALF OF A LOAN PARTY
THROUGH AN ACCOUNT OR BRANCH OUTSIDE THE UNITED STATES OR BY A PAYOR THAT IS NOT
A UNITED STATES PERSON, IF SUCH LOAN PARTY DETERMINES THAT NO TAXES ARE PAYABLE
IN RESPECT THEREOF, SUCH LOAN PARTY SHALL FURNISH, OR SHALL CAUSE SUCH PAYOR TO
FURNISH, TO THE ADMINISTRATIVE AGENT, AT SUCH ADDRESS, AN OPINION OF COUNSEL
ACCEPTABLE TO THE ADMINISTRATIVE AGENT STATING THAT SUCH PAYMENT IS EXEMPT FROM
TAXES.
(E)
EACH LENDER ORGANIZED UNDER THE LAWS OF A
JURISDICTION OUTSIDE THE UNITED STATES SHALL, 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, AND FROM TIME TO TIME THEREAFTER AS
REASONABLY REQUESTED IN WRITING BY THE BORROWERS (BUT ONLY SO LONG THEREAFTER AS
SUCH LENDER REMAINS LAWFULLY ABLE TO DO SO), PROVIDE EACH OF THE ADMINISTRATIVE
AGENT AND THE BORROWERS WITH TWO ORIGINAL INTERNAL REVENUE SERVICE FORMS W-8BEN
OR W-8ECI (OR IN THE CASE OF A LENDER THAT HAS CERTIFIED IN WRITING TO THE
ADMINISTRATIVE AGENT THAT IT IS NOT (I) A "BANK" (AS DEFINED IN
SECTION 881(C)(3)(A) OF THE INTERNAL REVENUE CODE), (II) A 10-PERCENT
SHAREHOLDER (WITHIN THE MEANING OF SECTION 871(H)(3)(B) OF THE INTERNAL REVENUE
CODE) OF THE BORROWERS OR (III) A CONTROLLED FOREIGN CORPORATION RELATED TO THE
BORROWERS (WITHIN THE MEANING OF SECTION 864(D)(4) OF THE INTERNAL REVENUE