WILL INDEMNIFY THE ADMINISTRATIVE AGENT AND THE BANKS AGAINST AND HOLD EACH OF
THEM HARMLESS FROM ANY LOSS OR DAMAGE RESULTING FROM OR ARISING OUT OF THE
NONPAYMENT OR DELAY IN PAYMENT OF ANY SUCH TAX.
IF ANY SUCH TAX OR TAXES SHALL
BE ASSESSED OR LEVIED AGAINST ANY BANK OR ANY OTHER HOLDER OF A NOTE, SUCH BANK
OR SUCH OTHER HOLDER, AS THE CASE MAY BE, MAY NOTIFY THE BORROWER AND MAKE
IMMEDIATE PAYMENT THEREOF, TOGETHER WITH INTEREST OR PENALTIES IN CONNECTION
THEREWITH, AND SHALL THEREUPON BE ENTITLED TO AND SHALL RECEIVE IMMEDIATE
REIMBURSEMENT THEREFOR FROM THE BORROWER.
EACH BANK WILL USE REASONABLE EFFORTS
TO PROMPTLY NOTIFY THE BORROWER OF ANY SUCH ASSESSMENT OR LEVY OF TAXES.
NOTWITHSTANDING ANY OTHER PROVISION CONTAINED IN THIS AGREEMENT, THE COVENANTS
AND AGREEMENTS OF THE BORROWER IN THIS SECTION 11.02 SHALL SURVIVE PAYMENT OF
THE NOTES AND THE TERMINATION OF THIS AGREEMENT.
(B)
THE BORROWER DOES NOT INTEND TO TREAT THE LOANS OR THE
TRANSACTIONS HEREIN AS BEING A "REPORTABLE TRANSACTION" (WITHIN THE MEANING OF
TREASURY REGULATION SECTION 1.6011-4).
IF THE BORROWER DETERMINES TO TAKE ANY
ACTION INCONSISTENT WITH SUCH INTENTION, THE BORROWER WILL PROMPTLY NOTIFY THE
ADMINISTRATIVE AGENT AND EACH BANK THEREOF.
IF THE BORROWER SO NOTIFIES THE
ADMINISTRATIVE AGENT AND EACH BANK, THE BORROWER ACKNOWLEDGES THAT EACH BANK MAY
TREAT ITS LOANS AS PART OF A TRANSACTION THAT IS SUBJECT TO TREASURY REGULATION
SECTION 301.6112-1, AND SUCH BANK WILL MAINTAIN THE LISTS AND OTHER RECORDS,
INCLUDING THE IDENTITY OF THE APPLICABLE PARTY TO THE LOANS AS REQUIRED BY SUCH
TREASURY REGULATION.
SECTION 11.03.
SURVIVAL OF AGREEMENTS AND REPRESENTATIONS; WAIVER OF
TRIAL BY JURY.
(A)
ALL AGREEMENTS, REPRESENTATIONS AND WARRANTIES MADE HEREIN SHALL
SURVIVE THE DELIVERY OF THIS AGREEMENT AND THE NOTES.
(B)
THE BORROWER, EACH AGENT AND EACH LENDER WAIVES TRIAL BY JURY IN
ANY LITIGATION IN ANY COURT WITH RESPECT TO, IN CONNECTION WITH, OR ARISING OUT
OF, THIS AGREEMENT, THE NOTES, THE SECURITY DOCUMENTS OR ANY OF THE OTHER LOAN
DOCUMENTS, OR THE VALIDITY, PROTECTION, INTERPRETATION, COLLECTION OR
ENFORCEMENT THEREOF.
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Section 11.04.
Lien on and Set-off of Deposits.
As security for the due
payment and performance of all the Obligations, the Borrower hereby grants to
the Security Agent for the ratable benefit of the Banks a Lien on any and all
deposits or other sums at any time credited by or due from any Bank to the
Borrower, whether in regular or special depository accounts or otherwise, and
any and all monies, securities and other property of the Borrower, and the
proceeds thereof, now or hereinafter held or received by or in transit to any
Bank from or for the Borrower, whether for safekeeping, custody, pledge,
transmission, collection or otherwise, and any such deposits, sums, monies,
securities and other property may, at any time after the occurrence and during
the continuance of any Event of Default, be set-off, appropriated and applied by
such Bank against any of the Obligations, whether or not any of such Obligations