OF A LENDER OR THE ISSUING BANK, SHALL BE CONCLUSIVE ABSENT
MANIFEST ERROR.
(D)
AS SOON AS PRACTICABLE AFTER ANY PAYMENT OF
INDEMNIFIED TAXES OR OTHER TAXES BY THE BORROWER OR OTHER LOAN PARTY TO A
GOVERNMENTAL AUTHORITY, THE BORROWER SHALL DELIVER TO THE ADMINISTRATIVE AGENT
THE ORIGINAL OR A CERTIFIED COPY OF A RECEIPT ISSUED BY SUCH GOVERNMENTAL
AUTHORITY EVIDENCING SUCH PAYMENT, A COPY OF THE RETURN REPORTING SUCH PAYMENT
OR OTHER EVIDENCE OF SUCH PAYMENT REASONABLY SATISFACTORY TO THE ADMINISTRATIVE
AGENT.
(E)
ANY FOREIGN LENDER THAT IS ENTITLED TO AN
EXEMPTION FROM OR REDUCTION OF WITHHOLDING TAX UNDER THE LAW OF THE JURISDICTION
IN WHICH THE BORROWER IS RESIDENT FOR TAX PURPOSES, OR ANY TREATY TO WHICH SUCH
JURISDICTION IS A PARTY, WITH RESPECT TO PAYMENTS UNDER THIS AGREEMENT OR UNDER
ANY OTHER LOAN DOCUMENT SHALL, AT THE REQUEST OF THE BORROWER, DELIVER TO THE
BORROWER (WITH A COPY TO THE ADMINISTRATIVE AGENT), AT THE TIME OR TIMES
PRESCRIBED BY APPLICABLE LAW OR REASONABLY REQUESTED BY THE BORROWER OR THE
ADMINISTRATIVE AGENT, 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 OF WITHHOLDING. IN ADDITION, (A) ANY LENDER, IF
REQUESTED BY THE BORROWER OR THE ADMINISTRATIVE AGENT, SHALL DELIVER SUCH OTHER
DOCUMENTATION PRESCRIBED BY APPLICABLE LAW OR REASONABLY REQUESTED BY THE
BORROWER OR THE ADMINISTRATIVE AGENT AS WILL ENABLE THE BORROWER OR THE
ADMINISTRATIVE AGENT TO DETERMINE WHETHER OR NOT SUCH LENDER IS SUBJECT TO
WITHHOLDING OR INFORMATION REPORTING REQUIREMENTS, AND (B) ANY LENDER THAT
CEASES TO BE, OR TO BE DEEMED TO BE, RESIDENT IN CANADA FOR PURPOSES OF
PART XIII OF THE ITA OR ANY SUCCESSOR PROVISION THERETO SHALL WITHIN FIVE DAYS
THEREOF NOTIFY THE BORROWER AND THE ADMINISTRATIVE AGENT IN WRITING.
(F)
IF THE ADMINISTRATIVE AGENT OR A LENDER
DETERMINES, IN ITS SOLE DISCRETION, THAT IT HAS RECEIVED A REFUND OF ANY TAXES
OR OTHER TAXES AS TO WHICH IT HAS BEEN INDEMNIFIED BY THE BORROWER OR WITH
RESPECT TO WHICH A LOAN PARTY HAS PAID ADDITIONAL AMOUNTS PURSUANT TO THIS
SECTION 2.18, OR THAT, BECAUSE OF THE PAYMENT OF SUCH TAXES OR OTHER TAXES, IT
HAS BENEFITED FROM A REDUCTION IN EXCLUDED TAXES OTHERWISE PAYABLE BY IT, IT
SHALL PAY TO THE BORROWER OR OTHER LOAN PARTY, AS APPLICABLE, AN AMOUNT EQUAL TO
SUCH REFUND OR REDUCTION (BUT ONLY TO THE EXTENT OF INDEMNITY PAYMENTS MADE, OR
ADDITIONAL AMOUNTS PAID, BY THE BORROWER OR LOAN PARTY UNDER THIS SECTION 2.18
WITH RESPECT TO THE TAXES OR OTHER TAXES GIVING RISE TO SUCH REFUND OR
REDUCTION), NET OF ALL OUT-OF-POCKET EXPENSES OF THE
50
ADMINISTRATIVE AGENT OR SUCH LENDER, AS THE CASE MAY BE, AND WITHOUT INTEREST
(OTHER THAN ANY NET AFTER-TAX INTEREST PAID BY THE RELEVANT GOVERNMENTAL
AUTHORITY WITH RESPECT TO SUCH REFUND). THE BORROWER OR OTHER LOAN PARTY, AS
APPLICABLE, UPON THE REQUEST OF THE ADMINISTRATIVE AGENT OR SUCH LENDER, AGREES
TO REPAY THE AMOUNT PAID