(30) DAYS AFTER THE DATE LENDER MAKES WRITTEN DEMAND THEREFOR.
A
CERTIFICATE AS TO ANY ADDITIONAL AMOUNT PAYABLE TO LENDER UNDER THIS
SECTION 2.14(E) SUBMITTED TO THE BORROWER BY LENDER SHALL SHOW IN REASONABLE
DETAIL THE AMOUNT PAYABLE AND THE CALCULATIONS USED TO DETERMINE SUCH AMOUNT AND
SHALL, ABSENT MANIFEST ERROR, BE FINAL, CONCLUSIVE AND BINDING UPON ALL PARTIES
HERETO.
WITH RESPECT TO SUCH DEDUCTION OR WITHHOLDING FOR OR ON ACCOUNT OF ANY
TAXES AND TO CONFIRM THAT ALL SUCH TAXES HAVE BEEN PAID TO THE APPROPRIATE
GOVERNMENTAL AUTHORITIES, THE BORROWER SHALL PROMPTLY (AND IN ANY EVENT NOT
LATER THAN THIRTY (30) DAYS AFTER RECEIPT) FURNISH TO LENDER CERTIFICATES,
RECEIPTS AND OTHER DOCUMENTS AS MAY BE REQUIRED (IN THE JUDGMENT OF LENDER TO
ESTABLISH ANY TAX CREDIT TO WHICH LENDER MAY BE ENTITLED.
IN THE EVENT LENDER
RECEIVES ANY SUCH TAX CREDIT, LENDER SHALL PAY TO THE BORROWER SUCH AMOUNT (IF
ANY) NOT EXCEEDING THE INCREASED AMOUNT PAID BY THE BORROWER TO, OR ON BEHALF
OF, LENDER THAT IS ALLOCABLE TO SUCH INCREASED AMOUNT.
LENDER REQUESTING
COMPENSATION UNDER THIS SECTION 2.14(E) SHALL USE ITS REASONABLE EFFORTS TO
NOTIFY THE BORROWER IN WRITING OF THE EVENT GIVING RISE TO SUCH DEMAND FOR
COMPENSATION NOT MORE THAN NINETY (90) DAYS FOLLOWING THE DATE UPON WHICH THE
RESPONSIBLE ACCOUNT OFFICER FOR THE LENDER KNOWS OF SUCH EVENT.
SUCH WRITTEN
DEMAND SHALL BE REBUTTABLY PRESUMED CORRECT FOR ALL PURPOSES.
IF LENDER DEMANDS
COMPENSATION UNDER THIS SECTION 2.14(E) MORE THAN NINETY (90) DAYS FOLLOWING THE
DATE UPON WHICH A RESPONSIBLE ACCOUNT OFFICER FOR LENDER KNOWS THAT TAXES OR
OTHER TAXES HAVE BEGUN TO ACCRUE WITH RESPECT TO WHICH LENDER IS ENTITLED TO
COMPENSATION UNDER THIS SECTION 2.14(E), THEN ANY TAXES OR OTHER TAXES
ATTRIBUTABLE TO THE PERIOD PRIOR TO THE NINETY (90) DAY PERIOD IMMEDIATELY
PRECEDING THE DATE ON WHICH LENDER PROVIDED SUCH NOTICE AND DEMAND FOR
COMPENSATION SHALL BE EXCLUDED FROM THE INDEMNITY OBLIGATIONS OF THE BORROWER
UNDER THIS SECTION 2.14(E).
(IV)
WITHIN THIRTY (30) DAYS AFTER THE DATE OF ANY
PAYMENT OF TAXES OR OTHER TAXES BY THE BORROWER, THE BORROWER SHALL FURNISH TO
THE LENDER THE ORIGINAL OR A CERTIFIED COPY OF A RECEIPT EVIDENCING PAYMENT
THEREOF.
(V)
WITHOUT PREJUDICE TO THE SURVIVAL OF ANY
OTHER AGREEMENT OF THE BORROWER HEREUNDER, THE AGREEMENTS AND OBLIGATIONS OF THE
BORROWER CONTAINED IN THIS SECTION 2.14(E) SHALL SURVIVE THE PAYMENT IN FULL OF
ALL OBLIGATIONS HEREUNDER, THE TERMINATION OF THE LETTERS OF CREDIT AND THE
TERMINATION OF THIS AGREEMENT FOR A PERIOD OF ONE YEAR.
(VI)
UPON THE REQUEST, AND AT THE EXPENSE OF THE
BORROWER, THE LENDER TO WHICH THE BORROWER IS REQUIRED TO PAY ANY ADDITIONAL
AMOUNT PURSUANT TO THIS SECTION 2.14(E), SHALL REASONABLY AFFORD THE BORROWER
THE OPPORTUNITY TO CONTEST, AND SHALL REASONABLY COOPERATE WITH THE BORROWER IN
CONTESTING, THE IMPOSITION OF ANY TAX GIVING RISE TO SUCH PAYMENT; PROVIDED,
THAT (I) LENDER SHALL NOT BE REQUIRED TO AFFORD THE BORROWER THE OPPORTUNITY TO
SO CONTEST UNLESS THE BORROWER SHALL HAVE CONFIRMED