FOR A
FAILURE BY SUCH LENDER TO DELIVER THE FORMS OR OTHER DOCUMENTS UNDER
SECTION 13.1(I) IN RESPECT OF SUCH LENDING OFFICE.
(K)
TO THE EXTENT THAT THE BORROWER OR ANOTHER CREDIT PARTY REASONABLY
DETERMINES THAT (I) AGENT AND/OR ANY LENDER MAY RECOVER TAXES DEDUCTION FROM
PAYMENTS MADE BY BORROWER OR SUCH CREDIT PARTY UNDER ANY LOAN DOCUMENT TO THE
EXTENT BORROWER OR SUCH CREDIT PARTY SHALL HAVE PAID ADDITIONAL AMOUNTS IN
RESPECT OF SUCH TAXES UNDER SECTION 13.1(D) OR (II) A WITHHOLDING OR DEDUCTION
FOR OR ON ACCOUNT OF TAXES MAY BE AVOIDED OR REDUCED IF, IN EITHER CASE, AGENT
OR A LENDER COMPLETES CERTAIN PROCEDURAL FORMALITIES AND/OR PROVIDES PROPERLY
COMPLETED AND EXECUTED DOCUMENTATION PRESCRIBED BY APPLICABLE LAW, AGENT OR SUCH
LENDER SHALL WITHIN A REASONABLE TIMEFRAME COOPERATE WITH BORROWER TO COMPLETE
SUCH PROCEDURAL FORMALITIES AND/OR PROVIDE SUCH DOCUMENTATION TO THE BORROWER
(IN EACH CASE, UPON THE BORROWER'S REASONABLE REQUEST AND AT THE BORROWER'S SOLE
COST AND EXPENSE); PROVIDED THAT AGENT OR SUCH LENDER, AS THE CASE MAY BE,
DETERMINES IN ITS SOLE, GOOD FAITH REASONABLE JUDGMENT THAT COMPLETING SUCH
PROCEDURAL FORMALITIES AND/OR PROVIDING SUCH DOCUMENTATION WILL NOT DISADVANTAGE
OR PREJUDICE SUCH AGENT OR LENDER IN ANY MANNER.
(L)
IF THE UNITED STATED INTERNAL REVENUE SERVICE OR ANY OTHER
GOVERNMENTAL AUTHORITY OF THE UNITED STATES OR ANY OTHER COUNTRY OR ANY
POLITICAL SUBDIVISION THEREOF ASSERTS A CLAIM THAT AGENT DID NOT PROPERLY
WITHHOLD TAX FROM AMOUNTS PAID TO OR FOR THE ACCOUNT OF ANY LENDER (BECAUSE THE
APPROPRIATE FORM WAS NOT DELIVERED OR PROPERLY COMPLETED OR FOR ANY OTHER REASON
OTHER THAN THE GROSS NEGLIGENCE OR WILFUL MISCONDUCT OF AGENT), SUCH LENDER
SHALL INDEMNIFY AGENT FULLY FOR ALL AMOUNTS PAID, DIRECTLY OR INDIRECTLY, BY
AGENT AS TAX, WITHHOLDING THEREFORE, OR OTHERWISE, INCLUDING PENALTIES, INTEREST
AND ADDITIONS TO TAX, AND INCLUDING TAXES IMPOSED BY ANY JURISDICTION ON AMOUNTS
PAYABLE TO AGENT UNDER THIS PARAGRAPH, TOGETHER WITH ALL COSTS AND EXPENSES
RELATED THERETO (INCLUDING ATTORNEYS FEES AND TIME CHARGES OF ATTORNEYS FOR
AGENT, WHICH ATTORNEYS MAY BE EMPLOYEES OF AGENT).
THE OBLIGATIONS OF THE
LENDERS UNDER THIS PARAGRAPH SHALL SURVIVE THE PAYMENT OF THE OBLIGATIONS AND
TERMINATION OF THIS AGREEMENT.
(M)
IF AGENT OR ANY LENDER DETERMINES IN ITS SOLE, GOOD FAITH
REASONABLE JUDGMENT THAT IT HAS RECEIVED A REMISSION FOR, OR A REFUND OR DIRECT
CREDIT IN RESPECT OF AND SPECIFICALLY ASSOCIATED WITH ANY TAXES OR OTHER TAXES
AS TO WHICH IT HAS BEEN INDEMNIFIED BY ANY CREDIT PARTY, OR WITH RESPECT TO
WHICH SUCH CREDIT PARTY HAS PAID ADDITIONAL AMOUNTS, IT SHALL PROMPTLY NOTIFY
THE CREDIT PARTY OF SUCH REMISSION, REFUND OR DIRECT CREDIT AND SHALL WITHIN
30 DAYS FROM THE DATE OF RECEIPT OF SUCH REFUND OR BENEFIT OF SUCH REMISSION OR
DIRECT CREDIT PAY OVER THE AMOUNT OF SUCH REFUND OR BENEFIT OF SUCH REMISSION OR
DIRECT CREDIT (INCLUDING ANY INTEREST PAID OR CREDITED BY THE RELEVANT
GOVERNMENTAL AUTHORITY ATTRIBUTABLE TO SUCH REMISSION, REFUND OR DIRECT CREDIT)
TO THE CREDIT PARTY BUT ONLY TO THE EXTENT OF