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This excerpt taken from the WEN 8-K filed Jan 16, 2009. Other
Taxes”).
4.5.3 Subject
to Section
4.5.6, the Borrower shall indemnify the Agent and each Lender
for the full amount of Taxes or Other Taxes (including any Taxes or Other Taxes
imposed on amounts payable under this Section
4.5) paid by the Agent or such Lender as a result of any
obligation of the Borrower hereunder or under any Note and any penalties,
interest and reasonable expenses (other than penalties, interest and expenses
caused by the gross negligence or willful misconduct of the Agent or such
Lender) arising therefrom or with respect thereto. Payments due
under this indemnification shall be made within thirty (30) days of the date the
Agent or such Lender makes demand therefor pursuant to Section
4.6.
4.5.4 Each
Lender shall indemnify the Agent within ten (10) days after demand therefor, for
the full amount of any Excluded Taxes attributable to such Lender that
are
payable or paid by the Agent, and reasonable expenses arising therefrom or with
respect thereto, whether or not such Excluded Taxes were correctly or legally
imposed or asserted by the relevant Governmental Authority. A
certificate as to the amount of such payment or liability delivered to any
Lender by the Agent shall be conclusive absent manifest error.
4.5.5 Without
limiting the generality of the foregoing, in the event that a Lender is not a
“United States Person” as defined in Section 7701(a)(30) of the Code (a “ |
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