MADE PURSUANT TO THE PRECEDING SENTENCE) IN RESPECT OF ANY
COVERED TAXES OR OTHER TAXES WITH RESPECT TO WHICH A BORROWER OR GUARANTOR HAS
PAID ADDITIONAL AMOUNTS PURSUANT TO THIS SECTION, SUCH CREDITOR PARTY SHALL
WITHIN TEN (10) BUSINESS DAYS FROM THE DATE OF THE RECEIPT PAY OVER SUCH REFUND
(SOLELY TO THE EXTENT OF SUCH BORROWER'S OR GUARANTOR'S PAYMENT, PLUS A PRO RATA
PORTION OF ANY INTEREST PAID BY THE RELEVANT GOVERNMENTAL AUTHORITY WITH RESPECT
TO SUCH REFUND) TO SUCH BORROWER OR GUARANTOR, NET OF ALL OUT OF POCKET EXPENSES
OF SUCH CREDITOR PARTY INCURRED IN CONNECTION WITH OBTAINING SUCH REFUND,
INCLUDING REASONABLE ATTORNEYS FEES; PROVIDED, HOWEVER, THAT SUCH BORROWER OR
GUARANTOR, UPON THE REQUEST OF SUCH CREDITOR PARTY, AGREES TO REPAY THE AMOUNT
PAID OVER TO SUCH BORROWER OR GUARANTOR (PLUS ANY PENALTIES, INTEREST OR OTHER
CHARGES IMPOSED BY THE RELEVANT GOVERNMENTAL AUTHORITY) TO THE APPLICABLE
CREDITOR PARTY IN THE EVENT SUCH CREDITOR PARTY IS REQUIRED TO REPAY SUCH REFUND
TO SUCH GOVERNMENTAL AUTHORITY.
THIS SECTION SHALL NOT BE CONSTRUED TO REQUIRE
ANY CREDITOR PARTY TO MAKE AVAILABLE ITS TAX RETURNS (OR ANY OTHER INFORMATION
RELATING TO ITS TAXES THAT IT DEEMS CONFIDENTIAL) TO A BORROWER, A GUARANTOR OR
ANY OTHER PERSON.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, IN NO EVENT WILL
ANY CREDITOR PARTY BE REQUIRED TO PAY ANY AMOUNT UNDER THIS SECTION THE PAYMENT
OF WHICH WOULD PLACE SUCH CREDITOR PARTY IN A LESS FAVORABLE NET AFTER-TAX
POSITION THAN SUCH CREDITOR PARTY WOULD HAVE BEEN IN IF THE ADDITIONAL AMOUNTS
GIVING RISE TO SUCH REFUND OF ANY COVERED TAXES OR OTHER TAXES HAD NEVER BEEN
PAID.
6.3.9
EVIDENCE OF PAYMENT.
THE BORROWERS AND GUARANTORS
SHALL FURNISH TO THE ADMINISTRATIVE AGENT AND EACH OF THE CREDITOR PARTIES THE
ORIGINAL OR A CERTIFIED COPY OF A RECEIPT EVIDENCING ANY PAYMENT OF COVERED
TAXES OR OTHER TAXES MADE BY THE BORROWERS OR GUARANTORS AS SOON AS SUCH RECEIPT
BECOMES AVAILABLE.
47
6.3.10
SURVIVAL.
THE PROVISIONS OF THIS SECTION SHALL SURVIVE
THE TERMINATION OF THIS CREDIT AGREEMENT AND REPAYMENT OF ALL OBLIGATIONS.
6.4
COMPUTATIONS.
ALL COMPUTATIONS OF INTEREST ON LOANS, ANY FEES OR
ANY OTHER AMOUNT DUE HEREUNDER SHALL, UNLESS OTHERWISE EXPRESSLY PROVIDED
HEREIN, BE BASED ON A 365/366-DAY YEAR FOR ALL BASE RATE LOANS, AND A 360-DAY
YEAR FOR ALL OTHER PURPOSES, AND PAID FOR THE ACTUAL NUMBER OF DAYS ELAPSED.
EXCEPT AS OTHERWISE PROVIDED IN THE DEFINITION OF THE TERM "INTEREST PERIOD"
WITH RESPECT TO LIBOR RATE LOANS, WHENEVER A PAYMENT HEREUNDER OR UNDER ANY OF
THE OTHER LOAN DOCUMENTS BECOMES DUE ON A DAY THAT IS NOT A BUSINESS DAY, THE
DUE DATE FOR SUCH PAYMENT SHALL BE EXTENDED TO THE NEXT SUCCEEDING BUSINESS DAY,
AND INTEREST AND FEES SHALL ACCRUE DURING SUCH EXTENSION.
6.5
INTEREST LIMITATION.
NOTWITHSTANDING ANY OTHER TERM OF THIS CREDIT
AGREEMENT OR ANY OTHER DOCUMENT REFERRED TO HEREIN OR THEREIN, THE MAXIMUM
AMOUNT OF INTEREST WHICH MAY BE CHARGED TO OR COLLECTED FROM ANY PERSON LIABLE
HEREUNDER BY THE LENDERS SHALL BE ABSOLUTELY