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 OR FROM THE EXECUTION,
DELIVERY OR REGISTRATION OF, OR OTHERWISE WITH RESPECT TO, THIS AGREEMENT OR ANY
OTHER LOAN DOCUMENT (HEREINAFTER REFERRED TO AS "OTHER TAXES").
(C)
THE BORROWER WILL INDEMNIFY EACH LENDER (OR TRANSFEREE) AND THE AGENT FOR
THE FULL AMOUNT OF TAXES AND OTHER TAXES (INCLUDING ANY TAXES OR OTHER TAXES
IMPOSED BY ANY JURISDICTION ON AMOUNTS PAYABLE UNDER THIS SECTION) PAID BY SUCH
LENDER (OR TRANSFEREE) OR THE AGENT, AS THE CASE MAY BE, 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 BY THE RELEVANT TAXING AUTHORITY OR OTHER GOVERNMENTAL AUTHORITY.
SUCH
INDEMNIFICATION SHALL BE MADE WITHIN 30 DAYS AFTER THE DATE ANY LENDER (OR
TRANSFEREE) OR THE AGENT, AS THE CASE MAY BE, MAKES WRITTEN DEMAND THEREFOR.
IF
A LENDER (OR TRANSFEREE) OR THE AGENT SHALL BECOME AWARE THAT IT IS ENTITLED TO
RECEIVE A REFUND IN RESPECT OF TAXES OR OTHER TAXES, IT SHALL PROMPTLY NOTIFY
THE BORROWER OF THE AVAILABILITY OF SUCH REFUND AND SHALL, WITHIN 30 DAYS AFTER
RECEIPT OF A REQUEST BY THE BORROWER, APPLY FOR SUCH REFUND AT THE BORROWER'S
EXPENSE.
IF ANY LENDER (OR TRANSFEREE) OR THE AGENT RECEIVES A REFUND IN
RESPECT OF ANY TAXES OR OTHER TAXES FOR WHICH SUCH LENDER (OR TRANSFEREE) OR THE
AGENT HAS RECEIVED PAYMENT FROM THE BORROWER HEREUNDER IT SHALL PROMPTLY NOTIFY
THE BORROWER OF SUCH REFUND AND SHALL, WITHIN 30 DAYS AFTER RECEIPT OF A REQUEST
BY THE BORROWER (OR PROMPTLY UPON RECEIPT, IF THE BORROWER HAS REQUESTED
APPLICATION FOR SUCH REFUND PURSUANT HERETO), REPAY SUCH REFUND TO THE BORROWER
(BUT ONLY TO THE EXTENT OF INDEMNITY PAYMENTS MADE, OR ADDITIONAL AMOUNTS PAID,
BY THE BORROWER UNDER THIS SECTION WITH RESPECT TO THE TAXES OR OTHER TAXES
GIVING RISE TO SUCH REFUND), NET OF ALL OUT-OF-POCKET EXPENSES OF SUCH LENDER
(OR TRANSFEREE) OR THE AGENT AND WITHOUT INTEREST; PROVIDED THAT THE BORROWER,
UPON THE REQUEST OF SUCH LENDER (OR TRANSFEREE) OR THE AGENT, AGREES TO RETURN
SUCH REFUND (PLUS PENALTIES, INTEREST OR OTHER CHARGES) TO SUCH LENDER (OR
TRANSFEREE) OR THE AGENT IN THE EVENT SUCH LENDER (OR TRANSFEREE) OR THE AGENT
IS REQUIRED TO REPAY SUCH REFUND.
THIS SECTION SHALL NOT BE CONSTRUED TO
REQUIRE THE AGENT OR ANY LENDER TO MAKE AVAILABLE ITS TAX RETURNS (OR ANY OTHER
INFORMATION RELATING TO ITS TAXES WHICH IT DEEMS CONFIDENTIAL) TO THE BORROWER
OR ANY OTHER PERSON.
37
(D)
WITHIN 30 DAYS AFTER THE DATE OF ANY PAYMENT OF TAXES OR OTHER TAXES
WITHHELD BY THE BORROWER IN RESPECT OF ANY PAYMENT TO ANY LENDER (OR TRANSFEREE)
OR THE AGENT, THE BORROWER WILL FURNISH TO THE AGENT, AT ITS ADDRESS REFERRED TO
IN SECTION 9.01, THE ORIGINAL OR A CERTIFIED COPY OF A RECEIPT ISSUED BY THE