15 SHALL
INURE TO ITS BENEFIT AS TO ANY ACTIONS TAKEN OR OMITTED TO BE TAKEN BY IT WHILE
IT WAS AGENT UNDER THIS AGREEMENT. IF NO SUCCESSOR AGENT HAS ACCEPTED
APPOINTMENT AS AGENT BY THE EFFECTIVE DATE OF A RETIRING AGENT'S NOTICE OF
RESIGNATION, THE RETIRING AGENT'S RESIGNATION SHALL NEVERTHELESS THEREUPON
BECOME EFFECTIVE AND THE LENDERS SHALL PERFORM ALL OF THE DUTIES OF AGENT
HEREUNDER UNTIL SUCH TIME, IF ANY, AS THE LENDERS APPOINT A SUCCESSOR AGENT AS
PROVIDED FOR ABOVE.
15.10
LENDER IN INDIVIDUAL CAPACITY. ANY LENDER AND ITS RESPECTIVE
AFFILIATES MAY MAKE LOANS TO, ISSUE LETTERS OF CREDIT FOR THE ACCOUNT OF, ACCEPT
DEPOSITS FROM, ACQUIRE EQUITY INTERESTS IN AND GENERALLY ENGAGE IN ANY KIND OF
BANKING, TRUST, FINANCIAL ADVISORY, UNDERWRITING OR OTHER BUSINESS WITH
BORROWERS AND THEIR SUBSIDIARIES AND AFFILIATES AND ANY OTHER PERSON PARTY TO
ANY LOAN DOCUMENTS AS THOUGH SUCH LENDER WERE NOT A LENDER HEREUNDER WITHOUT
NOTICE TO OR CONSENT OF THE OTHER MEMBERS OF THE LENDER GROUP. THE OTHER MEMBERS
OF THE LENDER GROUP ACKNOWLEDGE THAT, PURSUANT TO SUCH ACTIVITIES, SUCH LENDER
AND ITS RESPECTIVE AFFILIATES MAY RECEIVE INFORMATION REGARDING BORROWERS OR
THEIR AFFILIATES AND ANY OTHER PERSON PARTY TO ANY LOAN DOCUMENTS THAT IS
SUBJECT TO CONFIDENTIALITY OBLIGATIONS IN FAVOR OF BORROWERS OR SUCH OTHER
PERSON AND THAT PROHIBIT THE DISCLOSURE OF SUCH INFORMATION TO THE LENDERS, AND
THE LENDERS ACKNOWLEDGE THAT, IN SUCH CIRCUMSTANCES (AND IN THE ABSENCE OF A
WAIVER OF SUCH CONFIDENTIALITY OBLIGATIONS, WHICH WAIVER SUCH LENDER WILL USE
ITS REASONABLE BEST EFFORTS TO OBTAIN), SUCH LENDER SHALL NOT BE UNDER ANY
OBLIGATION TO PROVIDE SUCH INFORMATION TO THEM.
15.11
WITHHOLDING TAXES.
(A)
SUBJECT TO CLAUSE (H) BELOW, ANY AND ALL PAYMENTS TO A LENDER OR
AGENT MADE BY OR ON ACCOUNT OF ANY OBLIGATION SHALL BE MADE FREE AND CLEAR OF,
AND WITHOUT DEDUCTION OR WITHHOLDING FOR, ANY AND ALL PRESENT OR FUTURE TAXES,
LEVIES, IMPOSTS, DEDUCTIONS, CHARGES, FEES, WITHHOLDINGS, RESTRICTIONS OR
CONDITIONS OF ANY NATURE, AND ALL LIABILITIES WITH RESPECT THERETO (INCLUDING
PENALTIES, INTEREST AND ADDITIONS TO TAX), EXCLUDING, IN THE CASE OF EACH LENDER
AND AGENT, SUCH TAXES (INCLUDING INCOME TAXES OR FRANCHISE TAXES) AS ARE IMPOSED
ON OR MEASURED BY THE NET INCOME OF SUCH LENDER OR AGENT, RESPECTIVELY, BY THE
JURISDICTION IN WHICH SUCH LENDER OR
58
AGENT, AS THE CASE MAY BE, IS ORGANIZED OR MAINTAINS A LENDING OFFICE OR ANY
POLITICAL SUBDIVISION THEREOF (ALL SUCH NONEXCLUDED TAXES, LEVIES, IMPOSTS,
DEDUCTIONS, CHARGES, FEES, WITHHOLDINGS, RESTRICTIONS, CONDITIONS AND
LIABILITIES BEING HEREINAFTER COLLECTIVELY REFERRED TO AS "TAXES").
(B)
IN ADDITION, EACH BORROWER AGREES TO PAY ANY PRESENT OR FUTURE
STAMP, DOCUMENTARY, SALES, TRANSFER, EXCISE, MORTGAGE RECORDING, OR PROPERTY
TAXES, CHARGES OR SIMILAR LEVIES WHICH ARISE FROM ANY PAYMENT MADE HEREUNDER OR
FROM THE EXECUTION, DELIVERY, PERFORMANCE, RECORDATION, REGISTRATION OR FILING
OF, OR OTHERWISE WITH RESPECT TO, THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT
(HEREINAFTER REFERRED TO AS "OTHER TAXES").
(C)
IF ANY BORROWER SHALL BE REQUIRED TO DEDUCT OR WITHHOLD ANY TAXES
OR