NON-EXCLUDED TAXES, AND THE LENDER ASSIGNEE, SUCCESSOR OR
PARTICIPANT SHALL BE ENTITLED TO ADDITIONAL INDEMNIFICATION OR ADDITIONAL
AMOUNTS FOR ANY OTHER OR ADDITIONAL NON-EXCLUDED TAXES.
(F)
FOR ANY PERIOD WITH RESPECT TO WHICH A LENDER HAS FAILED TO
PROVIDE THE LOAN PARTIES WITH THE APPROPRIATE FORM, CERTIFICATE OR OTHER
DOCUMENT DESCRIBED IN SECTION 4.11(E), IF REQUIRED (OTHER THAN (I) IF SUCH
FAILURE IS DUE TO A CHANGE IN ANY REQUIREMENT OF LAW, OR IN THE INTERPRETATION
OR APPLICATION THEREOF, OCCURRING AFTER THE DATE ON WHICH A FORM, CERTIFICATE OR
OTHER DOCUMENT ORIGINALLY WAS REQUIRED TO BE PROVIDED BY SUCH LENDER OR (II) IF
IT IS LEGALLY PROHIBITED), SUCH LENDER SHALL NOT BE ENTITLED TO INDEMNIFICATION
OR ADDITIONAL AMOUNTS UNDER SUB-SECTION (A) OR (C) OF THIS SECTION 4.11 WITH
RESPECT TO NON-EXCLUDED TAXES IMPOSED BY THE UNITED STATES BY REASON OF SUCH
FAILURE; PROVIDED, HOWEVER, THAT SHOULD A LENDER BECOME SUBJECT TO NON-EXCLUDED
TAXES BECAUSE OF ITS FAILURE TO DELIVER A FORM, CERTIFICATE OR OTHER DOCUMENT
REQUIRED HEREUNDER, THE LOAN PARTIES SHALL TAKE SUCH STEPS AS SUCH LENDER SHALL
REASONABLY REQUEST TO ASSIST SUCH LENDER IN RECOVERING SUCH NON-EXCLUDED TAXES.
(G)
IF ANY AGENT OR LENDER DETERMINES, IN ITS SOLE DISCRETION, THAT IT
HAS RECEIVED A REFUND OF ANY NON-EXCLUDED TAXES OR OTHER TAXES AS TO WHICH IT
HAS BEEN INDEMNIFIED BY THE LOAN PARTIES OR WITH RESPECT TO WHICH THE LOAN
PARTIES HAVE PAID ADDITIONAL AMOUNTS PURSUANT TO THIS SECTION 4.11, IT SHALL PAY
OVER SUCH REFUND TO THE LOAN PARTIES (BUT ONLY TO THE EXTENT OF INDEMNITY
PAYMENTS MADE, OR ADDITIONAL AMOUNTS PAID, BY THE LOAN PARTIES UNDER THIS
SECTION 4.11 WITH RESPECT TO THE NON-EXCLUDED TAXES OR OTHER TAXES GIVING RISE
TO SUCH REFUND), NET OF ALL OUT-OF-POCKET EXPENSES OF SUCH AGENT OR LENDER AND
WITHOUT INTEREST (OTHER THAN ANY INTEREST PAID BY THE RELEVANT TAXATION
AUTHORITY OR OTHER GOVERNMENTAL AUTHORITY WITH RESPECT TO SUCH REFUND); PROVIDED
THAT, THE LOAN PARTIES, UPON THE REQUEST OF SUCH AGENT OR LENDER, AGREE TO REPAY
THE AMOUNT PAID OVER TO THE LOAN PARTIES (PLUS ANY PENALTIES, INTEREST OR OTHER
CHARGES IMPOSED BY THE RELEVANT TAXATION AUTHORITY OR OTHER GOVERNMENTAL
AUTHORITY) TO SUCH AGENT OR LENDER IN THE EVENT SUCH AGENT OR LENDER IS REQUIRED
TO REPAY SUCH REFUND TO SUCH TAXATION AUTHORITY OR OTHER GOVERNMENTAL
AUTHORITY.
IN NO EVENT SHALL ANY AGENT OR LENDER BE REQUIRED TO ARRANGE ITS TAX
AFFAIRS TO CLAIM ANY REFUND.
THIS SECTION 4.11(G) SHALL NOT BE CONSTRUED TO
REQUIRE ANY AGENT OR LENDER TO MAKE AVAILABLE ITS TAX RETURNS (OR ANY OTHER
INFORMATION RELATING TO ITS
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TAXES THAT IT DEEMS CONFIDENTIAL IN ITS SOLE DISCRETION) TO THE LOAN PARTIES OR
ANY OTHER PERSON.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, IN NO EVENT SHALL
ANY AGENT OR LENDER BE REQUIRED TO PAY ANY AMOUNT TO THE LOAN PARTIES THE
PAYMENT OF WHICH WOULD PLACE IT IN A LESS FAVORABLE NET AFTER-TAX POSITION THAN
IT WOULD HAVE BEEN IN IF THE ADDITIONAL AMOUNTS GIVING RISE TO SUCH