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 CASE, ON A DAY THAT IS NOT THE LAST DAY OF AN INTEREST PERIOD WITH RESPECT
THERETO.
SUCH INDEMNIFICATION MAY INCLUDE AN AMOUNT EQUAL TO THE EXCESS, IF
ANY, OF (I) THE AMOUNT OF INTEREST THAT WOULD HAVE ACCRUED ON THE AMOUNT SO
PREPAID, OR NOT SO BORROWED, CONVERTED OR CONTINUED, FOR THE PERIOD FROM THE
DATE OF SUCH PREPAYMENT OR OF SUCH FAILURE TO BORROW, CONVERT OR CONTINUE TO THE
LAST DAY OF SUCH INTEREST PERIOD (OR, IN THE CASE OF A FAILURE TO BORROW,
CONVERT OR CONTINUE, THE INTEREST PERIOD THAT WOULD HAVE COMMENCED ON THE DATE
OF SUCH FAILURE) IN EACH CASE AT THE APPLICABLE RATE OF INTEREST FOR SUCH LOANS
PROVIDED FOR HEREIN (EXCLUDING, HOWEVER, THE APPLICABLE MARGIN INCLUDED THEREIN,
IF ANY) OVER (II) THE AMOUNT OF INTEREST (AS REASONABLY DETERMINED BY SUCH
LENDER) THAT WOULD HAVE ACCRUED TO SUCH LENDER ON SUCH AMOUNT BY PLACING SUCH
AMOUNT ON DEPOSIT FOR A COMPARABLE PERIOD WITH LEADING BANKS IN THE INTERBANK
EUROCURRENCY MARKET.
A CERTIFICATE AS TO