COURT, RECORDATION, MORTGAGE OR DOCUMENTARY TAXES OR ANY EXCISE TAXES OR
OTHER CHARGES OR SIMILAR LEVIES WHICH ARISE FROM THE EXECUTION, DELIVERY,
PERFORMANCE, ENFORCEMENT OR REGISTRATION OF, OR OTHERWISE WITH RESPECT TO, ANY
LOAN DOCUMENT (HEREINAFTER REFERRED TO AS "OTHER TAXES").
(C)
WITHOUT DUPLICATION OF ITS OBLIGATION TO PAY INCREASED AMOUNTS ON
ACCOUNT OF TAXES OR OTHER TAXES PURSUANT TO SECTION 3.01(A) AND (B), AND SUBJECT
TO SECTION 3.01(F), THE BORROWERS AGREE TO INDEMNIFY AND HOLD HARMLESS THE
ADMINISTRATIVE AGENT AND EACH LENDER FOR (I) THE FULL AMOUNT OF TAXES AND OTHER
TAXES (INCLUDING ANY TAXES OR OTHER TAXES IMPOSED OR ASSERTED BY ANY
JURISDICTION ON AMOUNTS PAYABLE UNDER THIS SECTION) PAID BY THE ADMINISTRATIVE
AGENT AND SUCH LENDER, AND (II) ANY LIABILITY (INCLUDING ADDITIONS TO TAX,
PENALTIES, INTEREST AND EXPENSES) ARISING THEREFROM OR WITH RESPECT THERETO, IN
EACH CASE WHETHER OR NOT SUCH TAXES OR OTHER TAXES WERE CORRECTLY OR LEGALLY
IMPOSED OR ASSERTED BY THE RELEVANT GOVERNMENTAL AUTHORITY.
PAYMENT UNDER THIS
SUBSECTION (C) SHALL BE MADE WITHIN THIRTY (30) DAYS AFTER THE DATE THE LENDER
OR THE ADMINISTRATIVE AGENT MAKES A DEMAND THEREFOR; PROVIDED, HOWEVER THAT THE
FAILURE OF A LENDER OR THE ADMINISTRATIVE AGENT TO PROVIDE THE NOTICE TO THE
BORROWERS SHALL NOT RELIEVE THE BORROWERS OF ANY OF ITS OBLIGATIONS UNDER THIS
SECTION 3.01.
(D)
EACH LENDER, IF ANY, THAT IS NOT ORGANIZED UNDER THE LAWS OF THE
UNITED STATES OR A STATE THEREOF (EACH, A "FOREIGN LENDER") SHALL, (I) ON OR
PRIOR TO THE DATE OF THE EXECUTION AND DELIVERY OF THIS AGREEMENT, IN THE CASE
OF EACH LENDER LISTED ON THE SIGNATURE PAGES HEREOF, OR, IN THE CASE OF AN
ASSIGNEE LENDER, ON OR PRIOR TO THE DATE IT BECOMES A LENDER, EXECUTE AND
DELIVER TO THE BORROWERS AND THE ADMINISTRATIVE AGENT, TWO OR MORE (AS THE
BORROWERS OR THE ADMINISTRATIVE AGENT MAY REASONABLY REQUEST) UNITED STATES
INTERNAL REVENUE SERVICE FORMS W-8IMY (WITH ALL REQUIRED ATTACHMENTS), FORMS
W-8ECI OR FORMS W-8BEN (OR SUCCESSOR FORMS), AS APPLICABLE, ESTABLISHING THE
LENDER'S EXEMPTION FROM OR REDUCTION IN UNITED STATES FEDERAL WITHHOLDING TAX,
OR SUCH OTHER FORMS OR DOCUMENTS (OR SUCCESSOR FORMS OR DOCUMENTS),
APPROPRIATELY COMPLETED, AS MAY BE NECESSARY TO ESTABLISH THAT SUCH LENDER IS
ENTITLED TO A FULL OR PARTIAL EXEMPTION FROM WITHHOLDING OR DEDUCTION OF UNITED
STATES FEDERAL WITHHOLDING TAXES; AND (II) DELIVER TO THE BORROWERS AND THE
ADMINISTRATIVE AGENT TWO FURTHER COPIES OF ANY SUCH FORM OR DOCUMENTS ON OR
BEFORE THE DATE THAT ANY SUCH FORM OR DOCUMENT EXPIRES OR BECOMES OBSOLETE IN
ANY MATERIAL RESPECT AND AFTER THE OCCURRENCE OF ANY EVENT THAT RENDERS THE
PREVIOUS FORM OR DOCUMENTS INACCURATE IN ANY MATERIAL RESPECT.
(E)
EACH FOREIGN LENDER, TO THE EXTENT IT DOES NOT ACT OR CEASES TO ACT
FOR ITS OWN ACCOUNT WITH RESPECT TO ANY PORTION OF ANY SUMS PAID OR PAYABLE TO
SUCH LENDER UNDER ANY OF THE LOAN DOCUMENTS (FOR EXAMPLE, IN THE CASE OF A
TYPICAL PARTICIPATION BY SUCH LENDER), SHALL DELIVER TO THE ADMINISTRATIVE AGENT
ON