REQUEST OF THE BORROWER, 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 JUDGMENT SUCH COMPLETION, EXECUTION OR
DELIVERY WOULD NOT MATERIALLY PREJUDICE THE LEGAL POSITION OF SUCH LENDER; AND
PROVIDED FURTHER, THAT IF ANY FORM OR DOCUMENT REFERRED TO IN THIS SECTION 3.01
REQUIRES THE DISCLOSURE OF INFORMATION, OTHER THAN INFORMATION NECESSARY TO
COMPUTE THE TAX PAYABLE AND INFORMATION REQUIRED ON THE DATE HEREOF BY THE
RELEVANT TAXING AUTHORITY, THAT THE APPLICABLE LENDER OR AGENT CONSIDERS TO BE
CONFIDENTIAL, SUCH LENDER OR AGENT SHALL GIVE NOTICE THEREOF TO THE BORROWER AND
SHALL NOT BE OBLIGATED TO INCLUDE IN SUCH FORM OR DOCUMENT SUCH CONFIDENTIAL
INFORMATION.
(F)
IF ANY LENDER OR AGENT SHALL BECOME AWARE THAT IT IS ENTITLED TO
RECEIVE A REFUND IN RESPECT OF AMOUNTS PAID BY ANY BORROWER PURSUANT TO THIS
SECTION 3.01, WHICH REFUND IN THE GOOD FAITH JUDGMENT OF SUCH LENDER OR AGENT IS
ALLOCABLE TO SUCH PAYMENT, IT SHALL PROMPTLY NOTIFY SUCH BORROWER OF THE
AVAILABILITY OF SUCH REFUND AND SHALL, WITHIN THIRTY (30) DAYS THEREAFTER, APPLY
FOR SUCH REFUND; PROVIDED THAT IN THE SOLE JUDGMENT OF THE LENDER OR AGENT,
APPLYING FOR SUCH REFUND WOULD NOT CAUSE SUCH PERSON TO SUFFER ANY MATERIAL
ECONOMIC, LEGAL OR REGULATORY DISADVANTAGE.
IF ANY LENDER OR AGENT RECEIVES A
REFUND IN RESPECT OF ANY TAXES OR OTHER TAXES AS TO WHICH INDEMNIFICATION OR
ADDITIONAL AMOUNTS HAVE BEEN PAID TO IT BY ANY BORROWER PURSUANT TO THIS
SECTION 3.01, IT SHALL PROMPTLY REMIT SUCH REFUND (INCLUDING ANY INTEREST
INCLUDED IN SUCH REFUND) TO SUCH BORROWER (TO THE EXTENT THAT IT DETERMINES THAT
IT CAN DO SO WITHOUT PREJUDICE TO THE RETENTION OF THE REFUND), NET OF ALL
REASONABLE OUT-OF-POCKET EXPENSES OF THE LENDER OR AGENT, AS THE CASE MAY BE;
PROVIDED THAT SUCH BORROWER, UPON THE REQUEST OF THE LENDER OR AGENT, AS THE
CASE MAY BE, AGREES PROMPTLY TO RETURN SUCH REFUND TO SUCH PARTY IN THE EVENT
SUCH PARTY IS REQUIRED TO REPAY SUCH REFUND TO THE RELEVANT TAXING AUTHORITY.
SUCH LENDER OR AGENT, AS THE CASE MAY BE, SHALL, AT SUCH BORROWER'S REQUEST,
PROVIDE SUCH BORROWER WITH A COPY OF ANY NOTICE OF ASSESSMENT OR OTHER EVIDENCE
OF THE REQUIREMENT TO REPAY SUCH REFUND RECEIVED FROM THE RELEVANT TAXING
AUTHORITY (PROVIDED
64
THAT SUCH LENDER OR AGENT MAY DELETE ANY INFORMATION THEREIN THAT SUCH LENDER OR
AGENT DEEMS CONFIDENTIAL).
NOTHING HEREIN CONTAINED SHALL INTERFERE WITH THE
RIGHT OF A LENDER OR AGENT TO ARRANGE ITS TAX AFFAIRS IN WHATEVER MANNER IT
THINKS FIT NOR OBLIGE ANY LENDER OR AGENT TO CLAIM ANY TAX REFUND OR TO DISCLOSE
ANY INFORMATION RELATING TO ITS TAX AFFAIRS OR ANY COMPUTATIONS IN RESPECT
THEREOF OR REQUIRE ANY LENDER OR AGENT TO DO ANYTHING THAT WOULD PREJUDICE ITS
ABILITY TO BENEFIT FROM ANY OTHER REFUNDS,