(10) DAYS AFTER
THE DATE SUCH LENDER OR SUCH AGENT MAKES A DEMAND THEREFOR.
FOR THE AVOIDANCE
OF DOUBT, THE BORROWER SHALL NOT BE REQUIRED TO INDEMNIFY ANY LENDER OR AGENT
UNDER THIS SECTION 3.01(C) WITH RESPECT TO ANY TAXES THAT HAVE BEEN COMPENSATED
FOR BY THE PAYMENT OF ANY ADDITIONAL AMOUNTS PURSUANT TO SECTION 3.01(A) OR
OTHER TAXES PURSUANT TO SECTION 3.01(B).
53
(D)
IF ANY LENDER OR AGENT DETERMINES, IN ITS REASONABLE DISCRETION,
THAT IT HAS RECEIVED A REFUND IN RESPECT OF ANY TAXES OR OTHER TAXES AS TO WHICH
INDEMNIFICATION OR ADDITIONAL AMOUNTS HAVE BEEN PAID TO IT BY THE BORROWER
PURSUANT TO THIS SECTION 3.01, IT SHALL REMIT SUCH REFUND AS SOON AS PRACTICABLE
AFTER IT IS DETERMINED THAT SUCH REFUND PERTAINS TO TAXES OR OTHER TAXES (BUT
ONLY TO THE EXTENT OF INDEMNITY PAYMENTS MADE, OR ADDITIONAL AMOUNTS PAID, BY
THE BORROWER UNDER THIS SECTION 3.01 WITH RESPECT TO THE TAXES OR OTHER TAXES
GIVING RISE TO SUCH REFUND PLUS ANY INTEREST INCLUDED IN SUCH REFUND BY THE
RELEVANT TAXING AUTHORITY ATTRIBUTABLE THERETO) TO THE BORROWER, NET OF ALL
REASONABLE OUT-OF-POCKET EXPENSES OF THE LENDER OR AGENT, AS THE CASE MAY BE AND
WITHOUT INTEREST (OTHER THAN ANY INTEREST PAID BY THE RELEVANT TAXING AUTHORITY
WITH RESPECT TO SUCH REFUND); PROVIDED, THAT, THE BORROWER, UPON THE REQUEST OF
THE LENDER OR AGENT, AS THE CASE MAY BE, AGREES PROMPTLY TO RETURN SUCH REFUND
(PLUS ANY PENALTIES, INTEREST OR OTHER CHARGES IMPOSED BY THE RELEVANT TAXING
AUTHORITY) TO SUCH PARTY IN THE EVENT SUCH PARTY IS REQUIRED TO REPAY SUCH
REFUND TO THE RELEVANT TAXING AUTHORITY. SUCH LENDER OR AGENT, AS THE CASE MAY
BE, SHALL, AT THE BORROWER'S REQUEST, PROVIDE THE BORROWER WITH A COPY OF ANY
NOTICE OF ASSESSMENT OR OTHER EVIDENCE OF THE REQUIREMENT TO REPAY SUCH REFUND
RECEIVED FROM THE RELEVANT TAXING AUTHORITY (PROVIDED, THAT, SUCH LENDER OR
AGENT MAY DELETE ANY INFORMATION THEREIN THAT SUCH LENDER OR AGENT DEEMS
CONFIDENTIAL).
NOTHING HEREIN CONTAINED SHALL INTERFERE WITH THE RIGHT OF A
LENDER OR AGENT TO ARRANGE ITS TAX AFFAIRS IN WHATEVER MANNER IT THINKS FIT NOR
OBLIGE ANY LENDER OR AGENT TO CLAIM ANY TAX REFUND OR TO MAKE AVAILABLE ITS TAX
RETURNS OR DISCLOSE ANY INFORMATION RELATING TO ITS TAX AFFAIRS OR ANY
COMPUTATIONS IN RESPECT THEREOF OR REQUIRE ANY LENDER OR AGENT TO DO ANYTHING
THAT WOULD PREJUDICE ITS ABILITY TO BENEFIT FROM ANY OTHER REFUNDS, CREDITS,
RELIEFS, REMISSIONS OR REPAYMENTS TO WHICH IT MAY BE ENTITLED.
(E)
EACH LENDER AGREES THAT, UPON THE OCCURRENCE OF ANY EVENT GIVING
RISE TO THE OPERATION OF SECTION 3.01(A) OR (C) WITH RESPECT TO SUCH LENDER IT
WILL, IF REQUESTED BY THE BORROWER, USE COMMERCIALLY REASONABLE EFFORTS (SUBJECT
TO LEGAL AND REGULATORY RESTRICTIONS) TO DESIGNATE ANOTHER APPLICABLE LENDING
OFFICE FOR ANY LOAN OR LETTER OF CREDIT AFFECTED BY SUCH EVENT; PROVIDED, THAT
(I) SUCH DESIGNATION WOULD ELIMINATE OR REDUCE AMOUNTS PAYABLE PURSUANT TO
SECTION 3.01(A) OR (C), AS THE CASE MAY BE,