ABLE TO RECEIVE AND USE ALL SYNDICATE‐LEVEL INFORMATION (WHICH MAY CONTAIN MNPI)
IN ACCORDANCE WITH SUCH LENDER'S COMPLIANCE POLICIES AND CONTRACTUAL OBLIGATIONS
AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS; PROVIDED, THAT
IF SUCH CONTACT IS NOT SO IDENTIFIED IN SUCH QUESTIONNAIRE, THE RELEVANT LENDER
HEREBY AGREES TO PROMPTLY (AND IN ANY EVENT WITHIN ONE (1) BUSINESS DAY) PROVIDE
SUCH A CONTACT TO AGENT AND THE BORROWER UPON REQUEST THEREFOR BY AGENT OR THE
BORROWER.
NOTWITHSTANDING SUCH LENDER'S ELECTION TO ABSTAIN FROM RECEIVING
MNPI, SUCH LENDER ACKNOWLEDGES THAT IF SUCH LENDER CHOOSES TO COMMUNICATE WITH
AGENT, IT ASSUMES THE RISK OF RECEIVING MNPI CONCERNING THE BORROWER OR ITS
AFFILIATES.
SECTION 8.8 EXPENSES; INDEMNITIES; WITHHOLDING.
‐27‐
(A) EACH LENDER AGREES TO REIMBURSE AGENT AND EACH OF ITS RELATED PERSONS (TO
THE EXTENT NOT REIMBURSED BY THE BORROWER) PROMPTLY UPON DEMAND, SEVERALLY AND
RATABLY, FOR ANY COSTS AND EXPENSES (INCLUDING FEES, CHARGES AND DISBURSEMENTS
OF FINANCIAL, LEGAL AND OTHER ADVISORS AND OTHER TAXES PAID IN THE NAME OF, OR
ON BEHALF OF, THE BORROWER) THAT MAY BE INCURRED BY AGENT OR ANY OF ITS RELATED
PERSONS IN CONNECTION WITH THE PREPARATION, SYNDICATION, EXECUTION, DELIVERY,
ADMINISTRATION, MODIFICATION, CONSENT, WAIVER OR ENFORCEMENT (WHETHER THROUGH
NEGOTIATIONS, THROUGH ANY WORKOUT, BANKRUPTCY, RESTRUCTURING OR OTHER LEGAL OR
OTHER PROCEEDING OR OTHERWISE) OF, OR LEGAL ADVICE IN RESPECT OF ITS RIGHTS OR
RESPONSIBILITIES UNDER, ANY LOAN DOCUMENT.
(B) EACH LENDER FURTHER AGREES TO INDEMNIFY AGENT AND EACH OF ITS RELATED
PERSONS (TO THE EXTENT NOT REIMBURSED BY THE BORROWER), SEVERALLY AND RATABLY,
FROM AND AGAINST LIABILITIES (INCLUDING, TO THE EXTENT NOT INDEMNIFIED PURSUANT
TO SECTION 8.8(C), TAXES, INTERESTS AND PENALTIES IMPOSED FOR NOT PROPERLY
WITHHOLDING OR BACKUP WITHHOLDING ON PAYMENTS MADE TO OR FOR THE ACCOUNT OF ANY
LENDER) THAT MAY BE IMPOSED ON, INCURRED BY OR ASSERTED AGAINST AGENT OR ANY OF
ITS RELATED PERSONS IN ANY MATTER RELATING TO OR ARISING OUT OF, IN CONNECTION
WITH OR AS A RESULT OF ANY LOAN DOCUMENT, ANY RELATED DOCUMENT OR ANY OTHER ACT,
EVENT OR TRANSACTION RELATED, CONTEMPLATED IN OR ATTENDANT TO ANY SUCH DOCUMENT,
OR, IN EACH CASE, ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY AGENT OR ANY OF ITS
RELATED PERSONS UNDER OR WITH RESPECT TO ANY OF THE FOREGOING; PROVIDED,
HOWEVER, THAT NO LENDER SHALL BE LIABLE TO AGENT OR ANY OF ITS RELATED PERSONS
TO THE EXTENT SUCH LIABILITY HAS RESULTED PRIMARILY FROM THE GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT OF AGENT OR, AS THE CASE MAY BE, SUCH RELATED PERSON, AS
DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL NONAPPEALABLE
JUDGMENT OR ORDER.
(C) TO THE EXTENT REQUIRED BY ANY APPLICABLE LAW, AGENT MAY WITHHOLD FROM ANY
PAYMENT TO ANY LENDER UNDER A LOAN DOCUMENT AN AMOUNT EQUAL TO ANY APPLICABLE
WITHHOLDING TAX.
IF THE INTERNAL REVENUE SERVICE OR ANY OTHER GOVERNMENTAL
AUTHORITY ASSERTS A CLAIM THAT AGENT DID NOT PROPERLY WITHHOLD TAX FROM AMOUNTS
PAID TO OR FOR THE ACCOUNT OF ANY LENDER (BECAUSE THE APPROPRIATE CERTIFICATION
FORM