GENERAL PARTNER OR
THE AGENT (OR ANY OTHER FORM, STATEMENT, OR FORM OF CERTIFICATION ADOPTED BY THE
U.S. TAXING AUTHORITIES FOR SUCH PURPOSE).
SOLELY FOR PURPOSES OF THIS
SECTION 14.10(A)(II), A U.S. LENDER SHALL NOT INCLUDE A LENDER (OR ASSIGNEE)
THAT IS TREATED AS AN EXEMPT RECIPIENT BASED ON THE INDICATORS DESCRIBED IN
TREASURY REGULATION SECTION 1.6049-4(C)(1)(II).
(III)
A LENDER THAT IS ENTITLED TO AN EXEMPTION FROM OR REDUCTION OF
NON-U.S. WITHHOLDING TAX UNDER THE LAW OF THE JURISDICTION IN WHICH THE
BORROWERS IS LOCATED, OR ANY TREATY TO WHICH SUCH JURISDICTION IS A PARTY, WITH
RESPECT TO PAYMENTS UNDER THIS AGREEMENT SHALL DELIVER TO THE BORROWERS (WITH A
COPY TO THE AGENT), AT THE TIME OR TIMES PRESCRIBED BY APPLICABLE LAW OR
REASONABLY REQUESTED BY THE BORROWERS, 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, PROVIDED THAT SUCH LENDER IS
LEGALLY ENTITLED TO COMPLETE, EXECUTE AND DELIVER SUCH DOCUMENTATION AND IN SUCH
LENDER'S REASONABLE JUDGMENT SUCH COMPLETION, EXECUTION OR SUBMISSION WOULD NOT
MATERIALLY PREJUDICE THE LEGAL POSITION OF SUCH LENDER.
(B)
IF THE IRS OR ANY OTHER GOVERNMENTAL AUTHORITY OF THE UNITED STATES OR
OTHER JURISDICTION ASSERTS A CLAIM THAT THE AGENT OR THE BORROWERS DID NOT
PROPERLY WITHHOLD TAX FROM AMOUNTS PAID TO OR FOR THE ACCOUNT OF ANY LENDER
(BECAUSE THE APPROPRIATE FORM WAS NOT DELIVERED, WAS NOT PROPERLY EXECUTED, OR
BECAUSE SUCH LENDER FAILED TO NOTIFY THE AGENT OR THE BORROWERS OF A CHANGE IN
CIRCUMSTANCES WHICH RENDERED THE EXEMPTION FROM, OR REDUCTION OF, WITHHOLDING
TAX INEFFECTIVE, OR FOR ANY OTHER REASON) SUCH LENDER SHALL INDEMNIFY THE AGENT
AND THE BORROWERS FULLY FOR ALL AMOUNTS PAID, DIRECTLY OR INDIRECTLY, BY THE
AGENT OR THE BORROWERS AS TAXES OR OTHERWISE, INCLUDING PENALTIES AND INTEREST,
AND INCLUDING ANY TAXES IMPOSED BY ANY JURISDICTION ON THE AMOUNTS PAYABLE TO
THE AGENT UNDER THIS SECTION 14.10(B), TOGETHER WITH ALL COSTS AND EXPENSES
(INCLUDING ATTORNEY AND ACCOUNTANT COSTS RELATED THERETO).
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THE OBLIGATION OF THE LENDERS UNDER THIS SECTION 14.10(B) SHALL SURVIVE THE
PAYMENT OF THE OBLIGATIONS AND THE RESIGNATION OR REPLACEMENT OF THE AGENT AND
TERMINATION OF THIS AGREEMENT.
Section 14.11
Collateral Matters.
(A)
THE LENDERS HEREBY IRREVOCABLY AUTHORIZE THE AGENT, WITHOUT THE
FURTHER CONSENT OF THE LENDERS, TO RELEASE ANY AGENT'S LIEN UPON ANY COLLATERAL
(I) UPON THE TERMINATION OF THE COMMITMENTS AND PAYMENT AND SATISFACTION IN FULL
OF ALL TERM LOAN AND ALL OTHER OBLIGATIONS (OTHER THAN INDEMNITIES TO WHICH A
CLAIM HAS NOT BEEN MADE AND OBLIGATIONS PURSUANT TO SCHEDULE 3.1-A AND SCHEDULE
3.1-B OR PURSUANT TO THE PROVISIONS OF THE LAST SENTENCE OF SECTION 15.5);
(II) CONSTITUTING PROPERTY BEING SOLD OR DISPOSED OF IN ACCORDANCE WITH THIS
AGREEMENT AND WITH THE APPROVAL OF THE BANKRUPTCY COURT (TO THE EXTENT
REQUIRED); (III) CONSTITUTING PROPERTY LEASED TO AN OBLIGOR UNDER A LEASE WHICH
HAS EXPIRED OR BEEN TERMINATED; OR (IV) AS REQUIRED PURSUANT TO ANY ORDER OF THE
BANKRUPTCY COURT