LIABILITIES ARE PAYABLE.
ANY AND ALL PRESENT OR FUTURE TAXES OR OTHER
TAXES WHICH ARE REQUIRED BY LAW TO BE DEDUCTED OR WITHHELD FROM OR IN RESPECT OF
ANY SUM PAYABLE HEREUNDER TO ANY LENDER OR ANY ISSUING BANK AND WHICH ARE NOT
PAID BY THE BORROWER PURSUANT TO AND AS REQUIRED BY THIS SECTION 3.05 WILL BE
DEDUCTED OR WITHHELD BY THE ADMINISTRATIVE AGENT WITHOUT ANY INCREASE IN THE SUM
PAYABLE AS PROVIDED IN SECTION 3.05(D).
EACH LENDER AGREES TO INDEMNIFY THE
ADMINISTRATIVE AGENT AND EACH ISSUING BANK AND HOLD THE ADMINISTRATIVE AGENT AND
EACH ISSUING BANK HARMLESS FOR THE FULL AMOUNT OF ANY AND ALL PRESENT OR FUTURE
TAXES, OTHER TAXES AND RELATED LIABILITIES (INCLUDING PENALTIES, INTEREST,
ADDITIONS TO TAX AND EXPENSES, AND ANY TAXES OR OTHER TAXES IMPOSED BY ANY
JURISDICTION ON AMOUNTS PAYABLE TO THE ADMINISTRATIVE AGENT UNDER THIS SECTION
3.05(H)) WHICH ARE IMPOSED ON OR WITH RESPECT TO L/C DISBURSEMENTS (OR THE
REIMBURSEMENT THEREOF), PRINCIPAL, INTEREST OR FEES PAYABLE TO SUCH LENDER OR
ISSUING BANK HEREUNDER AND WHICH ARE NOT PAID BY THE BORROWER PURSUANT TO THIS
SECTION 3.05, WHETHER OR NOT SUCH TAXES, OTHER TAXES OR RELATED LIABILITIES WERE
CORRECTLY OR LEGALLY ASSERTED.
THIS INDEMNIFICATION SHALL BE MADE WITHIN 30
DAYS FROM THE DATE THE ADMINISTRATIVE AGENT OR SUCH ISSUING BANK MAKES WRITTEN
DEMAND THEREFOR.
SECTION 3.06.
SHARING OF
PAYMENTS, ETC.
IF OTHER THAN AS PROVIDED IN SECTION 3.05, 3.08, 3.09, 3.10 OR
3.11, ANY LENDER SHALL OBTAIN ANY PAYMENT (WHETHER VOLUNTARY, INVOLUNTARY,
THROUGH THE EXERCISE OF ANY RIGHT OF SET‐OFF, OR OTHERWISE) ON ACCOUNT OF ANY
COMMITTED LOAN MADE BY IT AND, AFTER ACCELERATION OF ALL OBLIGATIONS PURSUANT TO
SECTION 8.02(B), IN RESPECT OF ANY OBLIGATION OWING TO IT (INCLUDING WITH
RESPECT TO ANY BID LOAN), IN THE CASE OF THE COMMITTED LOAN, IN EXCESS OF ITS
PERCENTAGE SHARE OF PAYMENTS ON ACCOUNT OF THE COMMITTED LOANS OBTAINED BY ALL
THE LENDERS AND, AFTER ACCELERATION, IN EXCESS OF ITS PRO RATA SHARE OF ALL
OBLIGATIONS, SUCH LENDER SHALL FORTHWITH (A) NOTIFY THE ADMINISTRATIVE AGENT OF
SUCH FACT AND (B) PURCHASE FROM THE OTHER LENDERS SUCH PARTICIPATIONS IN THE
COMMITTED LOANS MADE BY THEM OR, AFTER ACCELERATION, IN ALL OBLIGATIONS OWING TO
THEM, AS SHALL BE NECESSARY TO CAUSE SUCH PURCHASING LENDER TO SHARE THE EXCESS
PAYMENT RATABLY WITH EACH OF THE OTHER LENDERS ACCORDING TO THEIR RESPECTIVE
PERCENTAGE SHARES OR, AFTER ACCELERATION, THEIR PRO RATA SHARES OF ALL
OBLIGATIONS THEN OWING TO THEM; PROVIDED, HOWEVER, THAT IF ALL OR ANY PORTION OF
SUCH EXCESS PAYMENT IS THEREAFTER RECOVERED FROM SUCH PURCHASING LENDER, SUCH
PURCHASE SHALL TO THE EXTENT OF SUCH RECOVERY BE RESCINDED AND EACH OTHER LENDER
SHALL REPAY TO THE PURCHASING LENDER THE PURCHASE PRICE THERETO TOGETHER WITH AN
AMOUNT EQUAL TO SUCH PAYING LENDER'S RATABLE SHARE (ACCORDING TO THE PROPORTION
OF (I) THE AMOUNT OF SUCH PAYING LENDER'S REQUIRED REPAYMENT TO (II) THE TOTAL
AMOUNT SO RECOVERED FROM THE PURCHASING LENDER) OF ANY INTEREST OR OTHER AMOUNT
PAID OR PAYABLE BY