ADDITIONAL SUMS PAYABLE UNDER THIS SECTION) THE ADMINISTRATIVE
AGENT AND EACH LENDER RECEIVES AN AMOUNT EQUAL TO THE SUM IT WOULD HAVE RECEIVED
HAD NO SUCH DEDUCTIONS BEEN MADE, (II) THE BORROWERS SHALL MAKE SUCH DEDUCTIONS
AND (III) THE BORROWERS SHALL TIMELY PAY THE FULL AMOUNT DEDUCTED TO THE
RELEVANT TAX AUTHORITY OR OTHER AUTHORITY IN ACCORDANCE WITH APPLICABLE LAW.
(B)
IN ADDITION, THE BORROWERS AGREE TO PAY ANY
PRESENT OR FUTURE STAMP OR DOCUMENTARY TAXES OR ANY OTHER EXCISE OR PROPERTY
TAXES, CHARGES, OR SIMILAR LEVIES WHICH ARISE FROM ANY PAYMENT MADE HEREUNDER,
UNDER THE NOTES OR UNDER ANY OTHER LOAN DOCUMENT OR FROM THE EXECUTION,
DELIVERY, OR REGISTRATION OF, OR OTHERWISE WITH RESPECT TO, THIS AGREEMENT, ANY
NOTE OR ANY OTHER LOAN DOCUMENT (HEREINAFTER REFERRED TO AS "OTHER TAXES").
52
(C)
THE BORROWERS SHALL INDEMNIFY THE
ADMINISTRATIVE AGENT AND EACH LENDER FOR THE FULL AMOUNT OF TAXES OR OTHER TAXES
(INCLUDING, WITHOUT LIMITATION, ANY TAXES OR OTHER TAXES IMPOSED BY ANY
JURISDICTION ON AMOUNTS PAYABLE UNDER THIS SUBSECTION) PAID BY THE
ADMINISTRATIVE AGENT OR ANY LENDER 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 THE ADMINISTRATIVE
AGENT OR A LENDER MAKES WRITTEN DEMAND THEREFOR.
(D)
WITHIN 30 DAYS AFTER THE DATE OF ANY PAYMENT
OF ANY TAXES OR OTHER TAXES BY THE BORROWERS, IF AVAILABLE, THE BORROWERS SHALL
FURNISH TO THE ADMINISTRATIVE AGENT AND EACH LENDER, AT ITS ADDRESS REFERRED TO
HEREIN, THE ORIGINAL OR A CERTIFIED COPY OF A RECEIPT EVIDENCING PAYMENT
THEREOF.
(E)
WITHOUT PREJUDICE TO THE SURVIVAL OF ANY
OTHER AGREEMENT OF THE BORROWERS HEREUNDER, THE AGREEMENTS AND OBLIGATIONS OF
THE BORROWERS CONTAINED IN SUBSECTIONS 2.17(A) THROUGH (D) SHALL SURVIVE THE
PAYMENT IN FULL OF PRINCIPAL AND INTEREST HEREUNDER AND UNDER ANY INSTRUMENT
DELIVERED HEREUNDER.
(F)
EACH LENDER THAT IS NOT CREATED OR
ORGANIZED UNDER THE LAWS OF THE UNITED STATES OR A STATE THEREOF AGREES THAT IT
WILL DELIVER TO THE BORROWERS AND THE ADMINISTRATIVE AGENT ON OR PRIOR TO THE
CLOSING DATE IN THE CASE OF EACH INITIAL LENDER AND ON OR PRIOR TO THE EFFECTIVE
DATE OF THE ASSIGNMENT AND ASSUMPTION OR NEW LENDER JOINDER PURSUANT TO WHICH IT
BECOMES A LENDER IN THE CASE OF EACH OTHER LENDER TWO DULY COMPLETED COPIES OF
UNITED STATES INTERNAL REVENUE SERVICE FORM W-8ECI, W-8BEN OR W-8IMY, AS THE
CASE MAY BE, OR SUCCESSOR APPLICABLE FORM.
EACH SUCH LENDER ALSO AGREES TO
DELIVER TO THE BORROWERS AND THE ADMINISTRATIVE AGENT TWO FURTHER COPIES OF THE
SAID FORM W-8ECI, W-8BEN OR W-8IMY OR SUCCESSOR APPLICABLE FORMS OR OTHER MANNER
OF CERTIFICATION, AS THE CASE MAY BE, ON OR BEFORE THE DATE THAT ANY SUCH FORM
EXPIRES OR BECOMES OBSOLETE OR AFTER THE OCCURRENCE OF ANY EVENT REQUIRING A
CHANGE IN THE MOST RECENT FORM PREVIOUSLY DELIVERED BY IT TO THE BORROWERS, AND
SUCH EXTENSIONS OR