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.
46
(E)
A LENDER (OR TRANSFEREE)
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
DETERMINES, IN ITS DISCRETION THAT IT HAS RECEIVED 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 , NET OF OUT-OF-POCKET
EXPENSES OF THE ADMINISTRATIVE AGENT OR LENDER, AND ONLY TO THE EXTENT OF ANY
PAYMENTS PREVIOUSLY MADE BY BORROWER TO THE LENDER OR ADMINISTRATIVE AGENT WITH
RESPECT TO THE NON-EXCLUDED TAXES OR OTHER TAXES REFUNDED (PLUS 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 ADMINISTRATIVE AGENT TO MAKE AVAILABLE ITS TAX RETURNS
(OR ANY OTHER INFORMATION RELATING TO ITS TAXES THAT IT DEEMS CONFIDENTIAL) TO
THE BORROWERS OR ANY OTHER PERSON.
(H)
ANY LENDER CLAIMING ANY ADDITIONAL AMOUNTS
PAYABLE PURSUANT TO THIS SECTION 4.10 SHALL USE REASONABLE EFFORTS (CONSISTENT
WITH LEGAL