SHALL DELIVER TO
THE
46
BORROWER (WITH A COPY TO THE ADMINISTRATIVE AGENT), AT THE TIME OR TIMES
PRESCRIBED BY APPLICABLE LAW, 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.
(VII)
IF THE U.S. INTERNAL REVENUE SERVICE OR ANY OTHER GOVERNMENTAL
AUTHORITY OF THE UNITED STATES OR ANY OTHER COUNTRY OR ANY POLITICAL SUBDIVISION
THEREOF ASSERTS A CLAIM THAT THE ADMINISTRATIVE AGENT DID NOT PROPERLY WITHHOLD
TAX FROM AMOUNTS PAID TO OR FOR THE ACCOUNT OF ANY LENDER (BECAUSE THE
APPROPRIATE FORM WAS NOT DELIVERED OR PROPERLY COMPLETED, BECAUSE SUCH LENDER
FAILED TO NOTIFY THE ADMINISTRATIVE AGENT OF A CHANGE IN CIRCUMSTANCES WHICH
RENDERED ITS EXEMPTION FROM WITHHOLDING INEFFECTIVE, OR FOR ANY OTHER REASON),
SUCH LENDER SHALL INDEMNIFY THE ADMINISTRATIVE AGENT FULLY FOR ALL AMOUNTS PAID,
DIRECTLY OR INDIRECTLY, BY THE ADMINISTRATIVE AGENT AS TAX, WITHHOLDING
THEREFOR, OR OTHERWISE, INCLUDING PENALTIES AND INTEREST, AND INCLUDING TAXES
IMPOSED BY ANY JURISDICTION ON AMOUNTS PAYABLE TO THE ADMINISTRATIVE AGENT UNDER
THIS SUBSECTION, TOGETHER WITH ALL COSTS AND EXPENSES RELATED THERETO (INCLUDING
ATTORNEYS FEES AND TIME CHARGES OF ATTORNEYS FOR THE ADMINISTRATIVE AGENT, WHICH
ATTORNEYS MAY BE EMPLOYEES OF THE ADMINISTRATIVE AGENT).
THE OBLIGATIONS OF THE
LENDERS UNDER THIS SECTION 4.5(VII) SHALL SURVIVE THE PAYMENT OF THE OBLIGATIONS
AND TERMINATION OF THIS AGREEMENT.
4.6
LENDER STATEMENTS; SURVIVAL OF INDEMNITY.
TO THE EXTENT
REASONABLY POSSIBLE, EACH LENDER SHALL DESIGNATE AN ALTERNATE LENDING
INSTALLATION WITH RESPECT TO ITS LIBOR LOANS TO REDUCE ANY LIABILITY OF THE
BORROWER TO SUCH LENDER UNDER SECTIONS 4.1, 4.2 AND 4.5 OR TO AVOID THE
UNAVAILABILITY OF LIBOR ADVANCES UNDER SECTION 4.3, SO LONG AS SUCH DESIGNATION
IS NOT, IN THE JUDGMENT OF SUCH LENDER, DISADVANTAGEOUS TO SUCH LENDER.
EACH
LENDER SHALL DELIVER A WRITTEN STATEMENT OF SUCH LENDER TO THE BORROWER (WITH A
COPY TO THE ADMINISTRATIVE AGENT) AS TO THE AMOUNT DUE, IF ANY, UNDER SECTION
4.1, 4.2, 4.4 OR 4.5.
SUCH WRITTEN STATEMENT SHALL SET FORTH IN REASONABLE
DETAIL THE CALCULATIONS UPON WHICH SUCH LENDER DETERMINED SUCH AMOUNT AND SHALL
BE FINAL, CONCLUSIVE AND BINDING ON THE BORROWER IN THE ABSENCE OF MANIFEST
ERROR.
DETERMINATION OF AMOUNTS PAYABLE UNDER SUCH SECTIONS IN CONNECTION WITH
A LIBOR LOAN SHALL BE CALCULATED AS THOUGH EACH LENDER FUNDED ITS LIBOR LOAN
THROUGH THE PURCHASE OF A DEPOSIT OF THE TYPE AND MATURITY CORRESPONDING TO THE
DEPOSIT USED AS A REFERENCE IN DETERMINING THE LIBOR RATE APPLICABLE TO SUCH
LOAN, WHETHER IN FACT THAT IS THE CASE OR NOT.
UNLESS OTHERWISE PROVIDED
HEREIN, THE AMOUNT SPECIFIED IN THE WRITTEN STATEMENT OF ANY LENDER SHALL BE
PAYABLE ON DEMAND AFTER RECEIPT BY THE BORROWER OF SUCH WRITTEN STATEMENT.
THE
OBLIGATIONS OF THE BORROWER UNDER SECTIONS 4.1, 4.2, 4.4 AND 4.5 SHALL SURVIVE
PAYMENT OF THE OBLIGATIONS AND TERMINATION OF THIS AGREEMENT FOR A PERIOD OF ONE
YEAR.
4.7
LIMITATION ON BORROWER'S LIABILITY.
THE BORROWER SHALL NOT BE
OBLIGATED TO COMPENSATE ANY LENDER PURSUANT TO