INDEMNITY PAYMENTS MADE, OR
ADDITIONAL AMOUNTS PAID, BY SUCH CREDIT PARTY WITH RESPECT TO THE TAXES OR OTHER
TAXES GIVING RISE TO SUCH REMISSION, REFUND OR DIRECT CREDIT, NET OF ALL
OUT-OF-POCKET EXPENSES OF SUCH PERSON.
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NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IF AGENT OR ANY LENDER
HAS MADE A PAYMENT TO ANY CREDIT PARTY IN RESPECT OF A REMISSION, REFUND OR
DIRECT CREDIT OF TAXES OR OTHER TAXES PURSUANT TO THE PRECEDING SENTENCE, TO THE
EXTENT ANY REMISSION IS WITHDRAWN OR ANY REFUND OR DIRECT CREDIT IS REQUIRED TO
BE REPAID TO THE RELEVANT TAXING AUTHORITY, SUCH AMOUNT SHALL BE TREATED AS A
TAX SUBJECT TO INDEMNIFICATION UNDER THIS SECTION 13.1.
(N)
IF, AT ANY TIME, BORROWER REQUESTS ANY LENDER TO DELIVER ANY FORMS
OR OTHER DOCUMENTATION IN ADDITION TO THOSE FORMS REQUIRED TO BE DELIVERED BY
SUCH LENDER PURSUANT TO SECTION 13.1, THEN BORROWER SHALL, ON DEMAND OF SUCH
LENDER THROUGH AGENT, REIMBURSE SUCH LENDER FOR ANY COSTS AND EXPENSES
(INCLUDING ATTORNEYS' FEES AND EXPENSES) REASONABLY INCURRED BY SUCH LENDER IN
THE PREPARATION OR DELIVERY OF SUCH FORMS OR OTHER DOCUMENTATION.
(O)
IF BORROWER IS REQUIRED TO PAY ADDITIONAL AMOUNTS TO ANY LENDER OR
AGENT PURSUANT TO SECTION 13.1, THEN SUCH LENDER SHALL USE ITS REASONABLE
EFFORTS (CONSISTENT WITH LEGAL AND REGULATORY RESTRICTIONS) TO CHANGE THE
JURISDICTION OF ITS LENDING OFFICE SO AS TO ELIMINATE ANY SUCH ADDITIONAL
PAYMENT BY BORROWER WHICH MAY THEREAFTER ACCRUE IF SUCH CHANGE IN THE JUDGMENT
OF SUCH LENDER IS NOT OTHERWISE DISADVANTAGEOUS TO SUCH LENDER.
IN ADDITION TO
THE FOREGOING AND IF SUCH LENDER DEEMS IT COMMERCIALLY REASONABLE IN ITS SOLE
DISCRETION, SUCH LENDER AGREES TO OBTAIN A REFUND OR CREDIT FOR ANY ADDITIONAL
AMOUNTS PAID BY BORROWER TO SUCH LENDER OR AGENT PURSUANT TO SECTIONS 13.1, AND,
TO THE EXTENT ANY SUCH REFUND OR CREDIT IS OBTAINED, APPLY SUCH AMOUNTS TO THE
OUTSTANDING OBLIGATIONS OWING BY SUCH CREDIT PARTY UNDER THIS AGREEMENT.
13.2
CERTIFICATES OF LENDERS
Any Lender claiming reimbursement or compensation pursuant to this Article XIII
shall deliver to Borrower (with a copy to Agent) a certificate setting forth in
reasonable detail the amount payable to such Lender hereunder and such
certificate shall be conclusive and binding on the Credit Parties in the absence
of manifest error.
13.3
SURVIVAL
The agreements and obligations of the Credit Parties in this Article XIII shall
survive the payment of all other Obligations.
XIV.
GUARANTEE AND INDEMNITY
14.1
GUARANTEE AND INDEMNITY
Each UK Guarantor irrevocably and unconditionally jointly and severally:
(A)
GUARANTEES TO EACH LENDER PARTY PUNCTUAL PERFORMANCE BY EACH
BORROWER OF ALL THAT BORROWER'S OBLIGATIONS UNDER THE LOAN DOCUMENTS;
(B)
UNDERTAKES WITH EACH LENDER PARTY THAT WHENEVER A BORROWER DOES
NOT PAY ANY AMOUNT WHEN DUE UNDER OR IN CONNECTION WITH ANY LOAN DOCUMENT, THAT
UK GUARANTOR SHALL IMMEDIATELY ON DEMAND PAY THAT AMOUNT AS IF IT WAS THE
PRINCIPAL OBLIGOR; AND
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(C)
INDEMNIFIES EACH LENDER PARTY IMMEDIATELY ON DEMAND AGAINST ANY
COST, LOSS OR LIABILITY SUFFERED BY