IMPOSED BY
ANY JURISDICTION ON AMOUNTS PAYABLE UNDER THIS SECTION 13.1) PAID BY SUCH LENDER
OR AGENT AND ANY LIABILITY (INCLUDING PENALTIES, INTEREST, ADDITIONS TO TAX AND
EXPENSES) ARISING THEREFROM OR WITH RESPECT THERETO, WHETHER OR NOT SUCH TAXES
OR OTHER TAXES WERE CORRECTLY OR LEGALLY ASSERTED, EXCEPT IN THE CASE OF TAXES
OR OTHER TAXES INCURRED DUE TO THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF
SUCH LENDER OR AGENT.
PAYMENT UNDER THIS INDEMNIFICATION SHALL BE MADE WITHIN
TEN (10) DAYS FROM THE DATE ANY LENDER OR AGENT MAKES WRITTEN DEMAND THEREFOR.
(D)
IF ANY CREDIT PARTY SHALL BE REQUIRED BY LAW
TO DEDUCT OR WITHHOLD ANY TAXES OR OTHER TAXES FROM OR IN RESPECT OF ANY SUM
PAYABLE HEREUNDER TO ANY LENDER OR AGENT, THEN, SUBJECT TO SECTION 13.1(G):
(I)
THE SUM PAYABLE SHALL BE INCREASED AS NECESSARY
SO THAT AFTER MAKING ALL REQUIRED DEDUCTIONS (INCLUDING DEDUCTIONS APPLICABLE TO
ADDITIONAL SUMS PAYABLE UNDER THIS SECTION 13.1), SUCH LENDER OR AGENT, AS THE
CASE MAY BE, RECEIVES AN AMOUNT EQUAL TO THE SUM IT WOULD HAVE RECEIVED HAD NO
SUCH DEDUCTIONS BEEN MADE;
(II)
SUCH CREDIT PARTY SHALL MAKE SUCH DEDUCTIONS; AND
(III)
SUCH CREDIT PARTY SHALL PAY THE FULL AMOUNT DEDUCTED
TO THE RELEVANT TAXATION AUTHORITY OR OTHER AUTHORITY IN ACCORDANCE WITH
APPLICABLE LAW.
(E)
WITHIN TEN (10) DAYS AFTER THE DATE OF ANY
PAYMENT BY ANY CREDIT PARTY OF TAXES OR OTHER TAXES, BORROWER SHALL FURNISH TO
AGENT (AND THE APPLICABLE LENDER) THE ORIGINAL OR A CERTIFIED COPY OF A RECEIPT
EVIDENCING PAYMENT THEREOF, OR OTHER EVIDENCE OF PAYMENT SATISFACTORY TO AGENT
(AND THE APPLICABLE LENDER).
(F)
EACH LENDER THAT IS NOT A "UNITED STATES
PERSON" WITHIN THE MEANING OF SECTION 7701(A)(30) OF THE CODE (A "NON-U.S.
LENDER") SHALL DELIVER TO BORROWER AND AGENT TWO (2) COPIES OF EACH U.S.
INTERNAL REVENUE SERVICE FORM W-8BEN OR FORM W-8ECI, OR ANY SUBSEQUENT VERSIONS
THEREOF OR SUCCESSORS THERETO, OR, IN THE CASE OF A NON-U.S. LENDER CLAIMING
EXEMPTION FROM U.S. FEDERAL WITHHOLDING TAX UNDER SECTION 871(H) OR 881(C) OF
THE CODE WITH RESPECT TO PAYMENTS OF "PORTFOLIO INTEREST", A FORM W-8BEN, OR ANY
SUBSEQUENT VERSIONS THEREOF OR SUCCESSORS THERETO (AND A CERTIFICATE
REPRESENTING THAT SUCH NON-U.S. LENDER IS NOT A "BANK" FOR PURPOSES OF
SECTION 881(C) OF THE CODE, IS NOT A TEN (10%) PERCENT SHAREHOLDER (WITHIN THE
MEANING OF SECTION 871(H)(3)(B) OF THE CODE) OF BORROWER AND IS NOT A CONTROLLED
FOREIGN CORPORATION RELATED TO BORROWER (WITHIN THE MEANING OF
SECTION 864(D)(4) OF THE CODE)), PROPERLY COMPLETED AND DULY EXECUTED BY SUCH
NON-U.S. LENDER CLAIMING COMPLETE EXEMPTION FROM, OR A REDUCED RATE OF, U.S.
FEDERAL WITHHOLDING TAX ON ALL PAYMENTS BY BORROWER UNDER THIS AGREEMENT
64
AND THE OTHER LOAN DOCUMENTS.
SUCH FORMS SHALL BE DELIVERED BY EACH NON-U.S.
LENDER ON OR BEFORE THE DATE IT BECOMES A PARTY TO THIS AGREEMENT.
IN ADDITION,
EACH NON-U.S. LENDER SHALL DELIVER SUCH FORMS (OR OTHER FORMS OR DOCUMENTS TO
THE EXTENT REQUIRED) PROMPTLY UPON THE OBSOLESCENCE OR INVALIDITY OF ANY