POLITICAL SUBDIVISION THEREOF, UNLESS SUCH TYPE OF TAXES ARE IMPOSED SOLELY AS A
RESULT OF SUCH LENDER HAVING EXECUTED, DELIVERED OR PERFORMED ITS OBLIGATIONS OR
RECEIVED PAYMENTS UNDER, OR ENFORCED, THIS AGREEMENT, THE NOTES OR ANY OF THE
OTHER LOAN DOCUMENTS (IN WHICH CASE SUCH TAXES WILL BE TREATED AS NON-EXCLUDED
TAXES) AND (B) IN THE CASE OF A NON-EXEMPT LENDER, ANY WITHHOLDING TAX THAT IS
IMPOSED ON AMOUNTS PAYABLE TO SUCH NON-EXEMPT LENDER AT THE TIME SUCH NON-EXEMPT
LENDER BECOMES A PARTY TO THIS AGREEMENT (OR DESIGNATES A DIFFERENT APPLICABLE
LENDING OFFICE PURSUANT TO SECTION 4.11(I)) OR IS ATTRIBUTABLE TO SUCH
NON-EXEMPT LENDER'S FAILURE TO COMPLY WITH SECTION 4.11(E), EXCEPT TO THE EXTENT
THAT SUCH NON-EXEMPT LENDER (OR ITS ASSIGNOR, IF ANY) WAS ENTITLED, AT THE TIME
OF DESIGNATION OF A DIFFERENT APPLICABLE LENDING OFFICE (OR ASSIGNMENT), TO
RECEIVE ADDITIONAL AMOUNTS FROM THE LOAN PARTIES WITH RESPECT TO SUCH
WITHHOLDING TAX PURSUANT TO THIS SECTION 4.11(A).
(B)
IN ADDITION, EACH LOAN PARTY HEREBY AGREES TO PAY ANY PRESENT OR
FUTURE STAMP, RECORDING, DOCUMENTARY, EXCISE, PROPERTY OR VALUE-ADDED TAXES, OR
SIMILAR TAXES, CHARGES OR LEVIES THAT ARISE FROM ANY PAYMENT MADE UNDER OR IN
RESPECT OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR FROM THE EXECUTION,
DELIVERY OR REGISTRATION OF, ANY PERFORMANCE UNDER, OR OTHERWISE WITH RESPECT
TO, THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (COLLECTIVELY, "OTHER TAXES").
(C)
EACH LOAN PARTY HEREBY AGREES TO INDEMNIFY THE LENDERS AND EACH
AGENT FOR, AND TO HOLD EACH HARMLESS AGAINST, THE FULL AMOUNT OF NON-EXCLUDED
TAXES AND OTHER TAXES, AND THE FULL AMOUNT OF TAXES OF ANY KIND IMPOSED BY ANY
JURISDICTION ON AMOUNTS PAYABLE UNDER THIS SECTION 4.11 IMPOSED ON OR PAID BY
SUCH LENDER OR AGENT, AND ANY LIABILITY (INCLUDING PENALTIES, ADDITIONS TO TAX,
INTEREST AND EXPENSES) ARISING THEREFROM OR WITH RESPECT THERETO.
THE INDEMNITY
BY THE LOAN PARTIES PROVIDED FOR IN THIS SECTION 4.11(C) SHALL APPLY AND BE MADE
WHETHER OR NOT THE NON-EXCLUDED TAXES OR OTHER TAXES FOR WHICH INDEMNIFICATION
HEREUNDER IS SOUGHT HAVE BEEN CORRECTLY OR LEGALLY ASSERTED.
AMOUNTS PAYABLE BY
ANY LOAN PARTY UNDER THE INDEMNITY SET FORTH IN THIS SECTION 4.11(C) SHALL BE
PAID WITHIN TEN (10) DAYS FROM THE DATE ON WHICH ANY LENDER OR AGENT MAKES
WRITTEN DEMAND THEREFOR.
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, NO
LENDER OR AGENT SHALL BE INDEMNIFIED FOR ANY NON-EXCLUDED TAXES OR OTHER TAXES
HEREUNDER UNLESS SUCH LENDER OR AGENT SHALL MAKE WRITTEN DEMAND ON SUCH LOAN
PARTY FOR INDEMNIFICATION HEREUNDER NO LATER THAN 180 DAYS AFTER THE EARLIER OF
(I) THE DATE ON WHICH SUCH LENDER (OR AGENT ON BEHALF OF SUCH LENDER) MAKES
PAYMENT OF THE NON-EXCLUDED TAXES OR OTHER TAXES AND (II) THE DATE ON WHICH THE
RELEVANT TAXATION AUTHORITY OR OTHER GOVERNMENTAL AUTHORITY MAKES WRITTEN DEMAND
UPON SUCH LENDER OR AGENT FOR PAYMENT OF THE NON-EXCLUDED TAXES OR OTHER TAXES
(FOR PURPOSES OF THIS CLAUSE (II), "WRITTEN DEMAND" MEANS A WRITTEN NOTICE THAT
INCLUDES THE AMOUNT OF SUCH NON-EXCLUDED TAXES OR OTHER TAXES).