this Section 2.24.
34
Section 2.25
Taxes.
(A)
ANY AND ALL PAYMENTS BY THE BORROWERS
HEREUNDER OR UNDER THE NOTES SHALL BE MADE FREE AND CLEAR OF AND WITHOUT
DEDUCTION FOR ANY AND ALL PRESENT OR FUTURE TAXES, LEVIES, IMPOSTS, DEDUCTIONS,
CHARGES OF WITHHOLDINGS, AND ALL LIABILITIES WITH RESPECT THERETO, EXCLUDING, IN
THE CASE OF
EACH LENDER AND THE ADMINISTRATIVE AGENT, TAXES IMPOSED ON ITS
OVERALL NET INCOME AND FRANCHISE TAXES IMPOSED ON IT IN LIEU OF NET INCOME TAXES
(ALL SUCH NON-EXCLUDED TAXES, LEVIES, IMPOSTS, DEDUCTIONS, CHARGES, WITHHOLDINGS
AND LIABILITIES IN RESPECT OF PAYMENTS HEREUNDER OR UNDER THE NOTES BEING
HEREINAFTER REFERRED TO AS "TAXES").
(B)
THE BORROWERS AGREE TO PAY ANY PRESENT OR
FUTURE STAMP OR DOCUMENTARY TAXES OR ANY OTHER EXCISE OR PROPERTY TAXES, CHARGES
OR SIMILAR LEVIES THAT ARISE FROM ANY PAYMENT MADE HEREUNDER OR UNDER THE NOTES
OR FROM THE EXECUTION, DELIVERY OR REGISTRATION OF, PERFORMING UNDER, OR
OTHERWISE WITH RESPECT TO, THIS AGREEMENT OR THE NOTES (HEREINAFTER REFERRED TO
AS "OTHER TAXES").
(C)
THE BORROWERS SHALL INDEMNIFY EACH LENDER
AND THE ADMINISTRATIVE AGENT FOR THE FULL AMOUNT OF TAXES OR OTHER TAXES IMPOSED
ON OR PAID BY SUCH LENDER OR THE ADMINISTRATIVE AGENT AND ANY PENALTIES,
INTEREST AND EXPENSES WITH RESPECT THERETO.
PAYMENTS ON THIS INDEMNIFICATION
SHALL BE MADE WITHIN 30 DAYS FROM THE DATE SUCH LENDER OR THE ADMINISTRATIVE
AGENT MAKES WRITTEN DEMAND THEREFOR.
(D)
WITHIN 30 DAYS AFTER THE DATE OF ANY PAYMENT
OF TAXES, THE BORROWERS SHALL FURNISH TO THE ADMINISTRATIVE AGENT, AT ITS
ADDRESS REFERRED TO ON THE SIGNATURE PAGE HEREOF, A CERTIFIED COPY OF A RECEIPT
EVIDENCING PAYMENT THEREOF.
IN THE CASE OF ANY PAYMENT HEREUNDER OR UNDER THE
NOTES BY OR ON BEHALF OF THE BORROWERS THROUGH AN ACCOUNT OR BRANCH OUTSIDE THE
UNITED STATES OR BY OR ON BEHALF OF THE BORROWERS BY A PAYOR THAT IS NOT A
UNITED STATES PERSON, IF THE BORROWERS DETERMINE THAT NO TAXES ARE PAYABLE IN
RESPECT THEREOF, THE BORROWERS SHALL FURNISH OR SHALL CAUSE SUCH PAYOR TO
FURNISH, TO THE ADMINISTRATIVE AGENT, AT SUCH ADDRESS, AN OPINION OF COUNSEL
REASONABLY ACCEPTABLE TO THE ADMINISTRATIVE AGENT STATING THAT SUCH PAYMENT IS
EXEMPT FROM TAXES. FOR PURPOSES OF THIS SUBSECTION (D) AND SUBSECTION (E), THE
TERMS "UNITED STATES" AND "UNITED STATES PERSON" SHALL HAVE THE MEANINGS
SPECIFIED IN SECTION 7701 OF THE INTERNAL REVENUE CODE.
(E)
EACH LENDER, AS OF THE DATE IN BECOMES A
PARTY HERETO, REPRESENTS TO THE BORROWERS AND THE ADMINISTRATIVE AGENT THAT IT
IS EITHER (I) A CORPORATION ORGANIZED UNDER THE LAWS OF THE UNITED STATES OR ANY
STATE THEREOF OR (II) IS ENTITLED TO COMPLETE EXEMPTION FROM UNITED STATES
WITHHOLDING TAX IMPOSED ON OR WITH RESPECT TO ANY PAYMENTS, INCLUDING FEES, TO
BE MADE PURSUANT TO THIS AGREEMENT (X) UNDER AN APPLICABLE PROVISION OF A TAX
CONVENTION TO WHICH THE UNITED STATES IS A PARTY OR (Y) BECAUSE IT IS ACTING
THROUGH A BRANCH, AGENCY OR OFFICE IN THE UNITED STATES AND ANY PAYMENT TO BE