RESPECT TO PAYMENTS UNDER THIS AGREEMENT SHALL DELIVER TO THE BORROWER
(WITH A COPY TO THE ADMINISTRATIVE AGENT), AT THE TIME OR TIMES PRESCRIBED BY
APPLICABLE LAW OR REASONABLY REQUESTED BY THE BORROWER, SUCH PROPERLY COMPLETED
AND EXECUTED DOCUMENTATION PRESCRIBED BY APPLICABLE LAW AS WILL PERMIT SUCH
PAYMENTS TO BE MADE WITHOUT WITHHOLDING OR AT A REDUCED RATE, PROVIDED THAT SUCH
LENDER IS LEGALLY ENTITLED TO COMPLETE, EXECUTE AND DELIVER SUCH DOCUMENTATION
AND IN SUCH LENDER'S JUDGMENT SUCH COMPLETION, EXECUTION OR SUBMISSION WOULD NOT
MATERIALLY PREJUDICE THE LEGAL POSITION OF SUCH LENDER.
(F)
THE AGREEMENTS IN THIS SECTION 4.10 SHALL SURVIVE THE TERMINATION OF THIS
AGREEMENT AND THE PAYMENT OF THE LOANS AND ALL OTHER AMOUNTS PAYABLE HEREUNDER.
(G)
IF ANY LENDER OR THE ADMINISTRATIVE AGENT DETERMINES, IN ITS SOLE
DISCRETION, THAT IT HAS RECEIVED A REFUND ATTRIBUTABLE TO ANY NON-EXCLUDED TAXES
OR OTHER TAXES PAID BY THE
54
BORROWER OR FOR WHICH THE LENDER OR THE ADMINISTRATIVE AGENT HAS RECEIVED
PAYMENT FROM THE BORROWER HEREUNDER, SUCH LENDER OR THE ADMINISTRATIVE AGENT,
WITHIN 30 DAYS OF SUCH RECEIPT, SHALL DELIVER TO THE BORROWER THE AMOUNT OF SUCH
REFUND WITHOUT INTEREST (OTHER THAN ANY INTEREST PAID BY THE RELEVANT
GOVERNMENTAL AUTHORITY WITH RESPECT TO SUCH REFUND); PROVIDED, HOWEVER, THAT THE
BORROWER AGREES TO REPAY THE AMOUNT PAID OVER TO THE BORROWER (PLUS ANY
PENALTIES, INTEREST OR OTHER CHARGES IMPOSED BY THE RELEVANT GOVERNMENTAL
AUTHORITY) TO SUCH LENDER OR THE ADMINISTRATIVE AGENT IN THE EVENT THAT SUCH
LENDER OR THE ADMINISTRATIVE AGENT IS REQUIRED TO REPAY SUCH REFUND TO SUCH
GOVERNMENTAL AUTHORITY.
IN ADDITION, UPON A WRITTEN REQUEST BY THE BORROWER,
ANY LENDER AND THE ADMINISTRATIVE AGENT SHALL TIMELY EXECUTE AND DELIVER TO THE
BORROWER SUCH CERTIFICATES, FORMS OR OTHER DOCUMENTS WHICH CAN BE REASONABLY
FURNISHED CONSISTENT WITH THE FACTS TO ASSIST THE BORROWER IN APPLYING FOR
REFUNDS OF NON-EXCLUDED TAXES OR OTHER TAXES REMITTED HEREUNDER, UNLESS TO DO SO
WILL UNDULY PREJUDICE OR CAUSE UNDUE HARDSHIP TO SUCH LENDER OR THE
ADMINISTRATIVE AGENT (AS DETERMINED IN THE SOLE DISCRETION OF SUCH LENDER OR THE
ADMINISTRATIVE AGENT).
THIS PARAGRAPH SHALL NOT BE CONSTRUED TO REQUIRE ANY
LENDER OR THE ADMINISTRATIVE AGENT TO MAKE AVAILABLE ITS TAX RETURNS (OR ANY
OTHER INFORMATION RELATING TO ITS TAXES THAT IT DEEMS CONFIDENTIAL) TO THE
BORROWER OR ANY OTHER PERSON.
4.11.
INDEMNITY.
THE BORROWER AGREES TO INDEMNIFY EACH LENDER AND TO
HOLD EACH LENDER HARMLESS FROM ANY LOSS OR EXPENSE THAT SUCH LENDER MAY SUSTAIN
OR INCUR AS A CONSEQUENCE OF (A) DEFAULT BY THE BORROWER IN MAKING A BORROWING
OF, CONVERSION INTO OR CONTINUATION OF EUROCURRENCY LOANS AFTER THE BORROWER HAS
GIVEN A NOTICE REQUESTING THE SAME IN ACCORDANCE WITH THE PROVISIONS OF THIS
AGREEMENT, (B) DEFAULT BY THE BORROWER IN MAKING ANY PREPAYMENT OF OR CONVERSION
FROM EUROCURRENCY LOANS AFTER THE BORROWER HAS GIVEN A NOTICE THEREOF IN
ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT OR (C) THE MAKING OF A
PREPAYMENT OF EUROCURRENCY LOANS OR THE CONVERSION OF EUROCURRENCY LOANS, IN
EACH