IS REQUIRED TO REPAY SUCH REFUND TO SUCH GOVERNMENTAL AUTHORITY.
A LENDER OR AGENT SHALL CLAIM ANY REFUND OF INDEMNIFIED TAXES OR OTHER TAXES
THAT IT DETERMINES IN ITS SOLE DISCRETION, EXERCISED IN GOOD FAITH, IS AVAILABLE
TO IT, UNLESS IT CONCLUDES IN ITS SOLE DISCRETION THAT IT WOULD BE ADVERSELY
AFFECTED BY MAKING SUCH A CLAIM. NO LENDER OR AGENT SHALL BE OBLIGED TO DISCLOSE
ANY INFORMATION REGARDING ITS TAX AFFAIRS OR COMPUTATIONS OR ANY OTHER
INFORMATION IT DEEMS CONFIDENTIAL TO ANY LOAN PARTY IN CONNECTION WITH THIS
CLAUSE (H) OR ANY OTHER PROVISION OF THIS SECTION 5.4.
(H)
IF THE BORROWER DETERMINES THAT A REASONABLE BASIS EXISTS FOR
CONTESTING A TAX, EACH LENDER OR AGENT, AS THE CASE MAY BE, SHALL USE REASONABLE
EFFORTS TO COOPERATE WITH THE BORROWER AS THE BORROWER MAY REASONABLY REQUEST IN
CHALLENGING SUCH TAX. SUBJECT TO THE PROVISIONS OF SECTION 2.12, EACH LENDER AND
AGENT AGREE TO USE REASONABLE EFFORTS TO COOPERATE WITH THE BORROWER AS THE
BORROWER MAY REASONABLY REQUEST TO MINIMIZE ANY AMOUNT PAYABLE BY THE BORROWER
OR ANY GUARANTOR PURSUANT TO THIS SECTION 5.4. THE BORROWER SHALL INDEMNIFY AND
HOLD EACH LENDER AND AGENT HARMLESS AGAINST ANY OUT-OF-POCKET EXPENSES INCURRED
BY SUCH PERSON IN CONNECTION WITH ANY REQUEST MADE BY THE BORROWER PURSUANT TO
THIS SECTION 5.4(H). NOTHING IN THIS SECTION 5.4(H) SHALL OBLIGATE ANY LENDER OR
AGENT TO TAKE ANY ACTION THAT SUCH PERSON, IN ITS SOLE JUDGMENT, DETERMINES MAY
RESULT IN A MATERIAL DETRIMENT TO SUCH PERSON.
(I)
EACH LENDER AND AGENT THAT IS A UNITED STATES PERSON UNDER
SECTION 7701(A)(30) OF THE CODE (EACH, A "U.S. LENDER") SHALL, TO THE EXTENT IT
CAN LEGALLY DO SO, DELIVER TO THE BORROWER AND THE ADMINISTRATIVE AGENT TWO
UNITED STATES INTERNAL REVENUE SERVICE FORMS W-9 (OR SUBSTITUTE OR SUCCESSOR
FORM), PROPERLY COMPLETED AND DULY EXECUTED, CERTIFYING THAT SUCH LENDER OR
AGENT IS EXEMPT FROM UNITED STATES FEDERAL BACKUP WITHHOLDING TAX (I) ON OR
PRIOR TO THE CLOSING DATE (OR ON OR PRIOR TO THE DATE IT BECOMES A PARTY TO THIS
AGREEMENT), (II) ON OR BEFORE THE DATE THAT SUCH FORM EXPIRES OR BECOMES
OBSOLETE, (III) AFTER THE OCCURRENCE OF A CHANGE IN THE AGENT'S OR LENDER'S
CIRCUMSTANCES REQUIRING A CHANGE IN THE MOST RECENT FORM
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PREVIOUSLY DELIVERED BY IT TO THE BORROWER AND THE ADMINISTRATIVE AGENT, AND
(IV) FROM TIME TO TIME THEREAFTER IF REASONABLY REQUESTED BY THE BORROWER OR THE
ADMINISTRATIVE AGENT.
(J)
THE AGREEMENTS IN THIS SECTION 5.4 SHALL SURVIVE THE TERMINATION
OF THIS AGREEMENT AND THE PAYMENT OF THE LOANS AND ALL OTHER AMOUNTS PAYABLE
HEREUNDER.
5.5.
Computations of Interest. Interest on LIBOR Loans and ABR Loans
shall be calculated on the basis of a 360-day year for the actual days elapsed
and interest on overdue interest shall be calculated on the basis of a 365- (or
366-, as the case may be) day year for the actual days elapsed.
5.6.
Limit on Rate of Interest.
(A)
NO PAYMENT SHALL EXCEED LAWFUL RATE. NOTWITHSTANDING