SHALL PAY THE FULL AMOUNT DEDUCTED TO THE RELEVANT
AUTHORITY IN ACCORDANCE WITH APPLICABLE LAW AND (D) THE BORROWER SHALL FURNISH
TO THE ADMINISTRATIVE AGENT THE ORIGINAL COPY OF A RECEIPT EVIDENCING PAYMENT
THEREOF OR, IF A RECEIPT CANNOT BE OBTAINED WITH REASONABLE EFFORTS, SUCH OTHER
EVIDENCE OF PAYMENT AS IS REASONABLY ACCEPTABLE TO THE ADMINISTRATIVE AGENT, IN
EACH CASE WITHIN 30 DAYS AFTER SUCH PAYMENT IS MADE.
(II)
IN ADDITION, THE BORROWER SHALL PAY ANY
PRESENT OR FUTURE STAMP OR DOCUMENTARY TAXES AND ANY OTHER EXCISE OR PROPERTY
TAXES, CHARGES OR SIMILAR LEVIES WHICH ARISE FROM ANY PAYMENT MADE HEREUNDER OR
UNDER ANY PROMISSORY NOTE OR FACILITY LC APPLICATION OR FROM THE EXECUTION OR
DELIVERY OF, OR OTHERWISE WITH RESPECT TO, THIS AGREEMENT OR ANY PROMISSORY NOTE
OR FACILITY LC APPLICATION ("OTHER TAXES").
(III)
THE BORROWER SHALL INDEMNIFY THE
ADMINISTRATIVE AGENT, THE LC ISSUER AND EACH LENDER FOR THE FULL AMOUNT OF TAXES
OR OTHER TAXES (INCLUDING, WITHOUT LIMITATION, ANY TAXES OR OTHER TAXES IMPOSED
ON AMOUNTS PAYABLE UNDER THIS SECTION 3.5) PAID BY THE ADMINISTRATIVE AGENT, THE
LC ISSUER OR SUCH LENDER AS A RESULT OF ITS REVOLVING LOAN COMMITMENT, ANY
CREDIT EXTENSIONS MADE BY IT HEREUNDER, ANY FACILITY LC ISSUED OR PARTICIPATED
IN BY IT HEREUNDER, OR OTHERWISE IN CONNECTION WITH ITS PARTICIPATION IN THIS
AGREEMENT AND ANY LIABILITY (INCLUDING PENALTIES, INTEREST AND EXPENSES) ARISING
THEREFROM OR WITH RESPECT THERETO.
PAYMENTS DUE UNDER THIS INDEMNIFICATION
SHALL BE MADE WITHIN 30 DAYS OF THE DATE THE ADMINISTRATIVE AGENT, THE LC ISSUER
OR SUCH LENDER MAKES DEMAND THEREFOR PURSUANT TO SECTION 3.6.
(IV)
EACH LENDER THAT IS NOT INCORPORATED UNDER THE
LAWS OF THE UNITED STATES OF AMERICA OR A STATE THEREOF (EACH A "NON-U.S.
LENDER") AGREES THAT IT WILL, NOT MORE THAN TEN BUSINESS DAYS AFTER THE DATE ON
WHICH IT BECOMES A PARTY TO THIS AGREEMENT (BUT IN ANY EVENT BEFORE A PAYMENT IS
DUE TO IT HEREUNDER), (I) DELIVER TO EACH OF THE BORROWER AND THE ADMINISTRATIVE
AGENT TWO DULY COMPLETED COPIES OF UNITED STATES INTERNAL REVENUE SERVICE
FORM W-8BEN OR W-8ECI, CERTIFYING IN EITHER CASE THAT SUCH LENDER IS ENTITLED TO
RECEIVE PAYMENTS UNDER THIS AGREEMENT WITHOUT DEDUCTION OR WITHHOLDING OF ANY
UNITED STATES FEDERAL INCOME TAXES, OR (II) IN THE CASE OF A NON-U.S. LENDER
THAT IS FISCALLY TRANSPARENT, DELIVER TO THE ADMINISTRATIVE AGENT A UNITED
STATES INTERNAL REVENUE FORM W-8IMY TOGETHER WITH THE APPLICABLE ACCOMPANYING
FORMS, W-8 OR W-9, AS THE CASE MAY BE, AND CERTIFY THAT IT IS ENTITLED TO AN
EXEMPTION FROM UNITED STATES BACKUP WITHHOLDING TAX.
EACH NON-U.S. LENDER
FURTHER UNDERTAKES TO DELIVER TO EACH OF THE BORROWER AND THE ADMINISTRATIVE
AGENT (X) RENEWALS OR ADDITIONAL COPIES OF SUCH FORM (OR ANY SUCCESSOR FORM) ON
OR BEFORE THE DATE THAT SUCH FORM EXPIRES OR BECOMES OBSOLETE, AND (Y) AFTER THE
OCCURRENCE OF ANY EVENT REQUIRING A CHANGE IN THE MOST RECENT FORMS SO DELIVERED
BY IT, SUCH ADDITIONAL FORMS OR AMENDMENTS THERETO AS MAY BE REASONABLY
REQUESTED BY THE BORROWER