Nautilus 2007 Annual Report Download - page 129

(c) A Treaty Lender and each Obligor which makes a payment to which that Treaty Lender is entitled shall co-operate in completing
any procedural formalities necessary for that Obligor to obtain authorization to make that payment without a Tax Deduction. An Obligor is
not required to make an increased payment in respect of tax imposed in Switzerland from a payment of interest on a Loan, if on the date on
which the payment falls due:
(i) the payment could have been made to the Agent, the relevant Lender or the Issuing Bank, as the case might be, without a
Tax Deduction if it was a Qualifying Beneficiary, but on that date that Lender is not or has ceased to be a Qualifying Beneficiary
other than as a result of any change after the date it became a lender under this Agreement in (or in the interpretation, administration,
or application of) any law or Treaty, or any published practice or concession of any relevant taxing authority; or
(ii) the relevant Lender is a Treaty Lender and the Obligor making the payment is able to demonstrate that the payment could
have been made to the Lender without Tax Deduction had that Lender complied with its obligation to co-operate in completing any
procedural formalities necessary to obtain authorization to make that payment without a Tax Deduction.
5.9.2 Payment . Borrowers shall indemnify, hold harmless and reimburse Agent, Lenders and Issuing Bank, within 10 days after
demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or
asserted on or attributable to amounts payable under this Section) paid by Agent, any Lender or Issuing Bank with respect to any
Obligations, Letters of Credit or Loan Documents, and any penalties, interest and reasonable expenses arising therefrom or with respect
thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental
Authority. A certificate as to the amount of such payment or liability delivered to Borrower Agent by a Lender or Issuing Bank (with a
copy to Agent), or by Agent, shall be conclusive absent manifest error. As soon as practicable after any payment of Indemnified Taxes or
Other Taxes by a Borrower, Borrower Agent shall deliver to Agent a receipt issued by the Governmental Authority evidencing such
payment or other evidence of payment satisfactory to Agent; provided , however that if a Borrower reasonably believes that such Taxes
were not correctly or legally asserted, the Applicable Agent Lender, or Issuing Bank, as the case may be, will use reasonable efforts at
Borrowers’ cost to cooperate with such Borrower to obtain a refund of such Taxes so long as such efforts would not, in the sole
determination of the Applicable Agent, Lender, or Issuing Bank, result in any non-reimbursable additional costs, expenses or risks or be
otherwise disadvantageous to the Applicable Agent, Lender, or Issuing Bank. If the Applicable Agent, Lender, or Issuing Bank determines
that it has received a refund, credit, or other reduction of taxes in respect of any Taxes paid by Borrower pursuant to this Section 5.9.2 ,
such Person shall within 30 days from the date of actual receipt of such refund or the filing of the tax return in which such credit or other
reduction results in a lower tax payment, pay over such refund or the amount of such tax reduction to the Borrower (but only to the extent
of Taxes paid by Borrower pursuant to this Section 5.9.2 ), net of all out-of-pocket expenses of such Person, and without interest (other
than interest paid by the relevant Governmental Authority with respect to such refund).
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