BEFORE THE DATE SUCH PARTICIPANT PURCHASES THE RELATED
PARTICIPATION).
IN ADDITION, EACH NON-U.S. LENDER SHALL DELIVER SUCH FORMS
PROMPTLY UPON THE OBSOLESCENCE OR INVALIDITY OF ANY FORM PREVIOUSLY DELIVERED BY
SUCH NON-U.S. LENDER.
EACH NON-U.S. LENDER SHALL PROMPTLY NOTIFY THE BORROWERS
AT ANY TIME IT DETERMINES THAT IT IS NO LONGER IN A POSITION TO PROVIDE ANY
PREVIOUSLY DELIVERED CERTIFICATE TO THE BORROWERS (OR ANY OTHER FORM OF
CERTIFICATION ADOPTED BY THE U.S. TAXING AUTHORITIES FOR SUCH PURPOSE).
NOTWITHSTANDING ANY OTHER PROVISION OF THIS PARAGRAPH, A NON-U.S. LENDER SHALL
NOT BE REQUIRED TO DELIVER ANY FORM PURSUANT TO THIS PARAGRAPH THAT SUCH
NON-U.S. LENDER IS NOT LEGALLY ABLE TO DELIVER.
(E)
A LENDER THAT IS ENTITLED TO AN EXEMPTION FROM OR REDUCTION OF
NON-U.S. WITHHOLDING TAX UNDER THE LAW OF THE JURISDICTIONS IN WHICH EACH
BORROWER IS LOCATED, OR ANY TREATY TO WHICH SUCH JURISDICTION IS A PARTY, WITH
RESPECT TO PAYMENTS UNDER THIS AGREEMENT SHALL DELIVER TO EACH BORROWER (WITH A
COPY TO THE ADMINISTRATIVE AGENT), AT THE TIME OR TIMES PRESCRIBED BY APPLICABLE
LAW OR REASONABLY REQUESTED BY SUCH BORROWER, SUCH PROPERLY COMPLETED AND
EXECUTED DOCUMENTATION PRESCRIBED BY APPLICABLE LAW AS WILL PERMIT SUCH PAYMENTS
TO BE MADE WITHOUT WITHHOLDING, PROVIDED THAT SUCH LENDER IS LEGALLY ENTITLED TO
COMPLETE, EXECUTE AND DELIVER SUCH DOCUMENTATION AND IN SUCH LENDER'S JUDGMENT
SUCH COMPLETION, EXECUTION OR SUBMISSION WOULD NOT MATERIALLY PREJUDICE THE
LEGAL POSITION OF SUCH LENDER.
(F)
THE AGREEMENTS IN THIS SECTION 4.10 SHALL SURVIVE THE TERMINATION
OF THIS AGREEMENT AND THE PAYMENT OF THE LOANS AND ALL OTHER AMOUNTS PAYABLE
HEREUNDER.
(G)
IF ANY LENDER OR THE ADMINISTRATIVE AGENT RECEIVES A REFUND
ATTRIBUTABLE TO ANY NON-EXCLUDED TAXES OR OTHER TAXES PAID BY THE BORROWERS OR
FOR WHICH THE LENDER OR THE ADMINISTRATIVE AGENT HAS RECEIVED PAYMENT FROM THE
BORROWERS HEREUNDER, SUCH LENDER OR THE ADMINISTRATIVE AGENT, WITHIN 30 DAYS OF
SUCH RECEIPT, SHALL DELIVER TO THE BORROWERS THE AMOUNT OF SUCH REFUND
(INCLUDING ANY INTEREST PAID BY THE RELEVANT GOVERNMENTAL AUTHORITY WITH RESPECT
TO SUCH REFUND); PROVIDED HOWEVER, THAT EACH BORROWER AGREES TO REPAY THE AMOUNT
PAID OVER TO THE BORROWERS (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 BORROWERS, ANY LENDER AND THE ADMINISTRATIVE AGENT
SHALL TIMELY EXECUTE AND DELIVER TO THE BORROWERS SUCH CERTIFICATES, FORMS OR
OTHER DOCUMENTS WHICH CAN BE REASONABLY FURNISHED CONSISTENT WITH THE FACTS TO
ASSIST THE BORROWERS 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
REASONABLE DISCRETION OF SUCH LENDER OR THE ADMINISTRATIVE AGENT).
THIS
PARAGRAPH SHALL NOT BE CONSTRUED TO REQUIRE ANY LENDER OR THE
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ADMINISTRATIVE AGENT TO MAKE AVAILABLE ITS TAX RETURNS (OR