RECEIPT FROM THE
GOVERNMENTAL AUTHORITY OR OTHER EVIDENCE OF PAYMENT SATISFACTORY TO AGENT.
5.9
Lender Tax Information.
5.9.1
STATUS OF LENDERS.
EACH LENDER SHALL DELIVER DOCUMENTATION AND
INFORMATION TO AGENT AND BORROWER AGENT, AT THE TIMES REASONABLY REQUESTED BY
AGENT OR BORROWER AGENT, SUFFICIENT TO PERMIT AGENT OR OBLIGORS TO DETERMINE
(A) WHETHER OR NOT
54
PAYMENTS MADE WITH RESPECT TO OBLIGATIONS ARE SUBJECT TO TAXES, (B) IF
APPLICABLE, THE REQUIRED RATE OF WITHHOLDING OR DEDUCTION, AND (C) SUCH LENDER'S
ENTITLEMENT TO ANY AVAILABLE EXEMPTION FROM, OR REDUCTION OF, APPLICABLE TAXES
FOR SUCH PAYMENTS OR OTHERWISE TO ESTABLISH SUCH LENDER'S STATUS FOR WITHHOLDING
TAX PURPOSES IN THE APPLICABLE JURISDICTION.
5.9.2
DOCUMENTATION.
IF A BORROWER IS RESIDENT FOR TAX PURPOSES IN THE
UNITED STATES, ANY LENDER THAT IS A "UNITED STATES PERSON" WITHIN THE MEANING OF
SECTION 7701(A)(30) OF THE CODE SHALL DELIVER TO AGENT AND BORROWER AGENT IRS
FORM W-9 OR SUCH OTHER DOCUMENTATION OR INFORMATION PRESCRIBED BY APPLICABLE LAW
OR REASONABLY REQUESTED BY AGENT OR BORROWER AGENT TO DETERMINE WHETHER SUCH
LENDER IS SUBJECT TO BACKUP WITHHOLDING OR INFORMATION REPORTING REQUIREMENTS.
IF ANY FOREIGN LENDER IS ENTITLED TO ANY EXEMPTION FROM OR REDUCTION OF UNITED
STATES WITHHOLDING TAX FOR PAYMENTS WITH RESPECT TO THE OBLIGATIONS, IT SHALL
DELIVER TO AGENT AND BORROWER AGENT ON OR PRIOR TO THE DATE ON WHICH IT BECOMES
A LENDER HEREUNDER (AND FROM TIME TO TIME THEREAFTER UPON THE REQUEST OF AGENT
OR BORROWER AGENT, BUT ONLY IF SUCH FOREIGN LENDER IS LEGALLY ENTITLED TO DO
SO), (A) IRS FORM W-8BEN CLAIMING ELIGIBILITY FOR BENEFITS OF AN INCOME TAX
TREATY TO WHICH THE UNITED STATES IS A PARTY; (B) IRS FORM W-8ECI; (C) IRS
FORM W-8IMY AND ALL REQUIRED SUPPORTING DOCUMENTATION; (D) IN THE CASE OF A
FOREIGN LENDER CLAIMING THE BENEFITS OF THE EXEMPTION FOR PORTFOLIO INTEREST
UNDER SECTION 881(C) OF THE CODE, IRS FORM W-8BEN AND A CERTIFICATE SHOWING SUCH
FOREIGN LENDER IS NOT (I) A "BANK" WITHIN THE MEANING OF SECTION 881(C)(3)(A) OF
THE CODE, (II) A "10 PERCENT SHAREHOLDER" OF ANY OBLIGOR WITHIN THE MEANING OF
SECTION 881(C)(3)(B) OF THE CODE, OR (III) A "CONTROLLED FOREIGN CORPORATION"
DESCRIBED IN SECTION 881(C)(3)(C) OF THE CODE; OR (E) ANY OTHER FORM PRESCRIBED
BY APPLICABLE LAW AS A BASIS FOR CLAIMING EXEMPTION FROM OR A REDUCTION IN
WITHHOLDING TAX, TOGETHER WITH SUCH SUPPLEMENTARY DOCUMENTATION NECESSARY TO
ALLOW AGENT AND BORROWERS TO DETERMINE THE WITHHOLDING OR DEDUCTION REQUIRED TO
BE MADE.
5.9.3
LENDER OBLIGATIONS.
EACH LENDER AND ISSUING BANK SHALL PROMPTLY
NOTIFY BORROWERS AND AGENT OF ANY CHANGE IN CIRCUMSTANCES THAT WOULD CHANGE ANY
CLAIMED EXEMPTION OR REDUCTION.
EACH LENDER AND ISSUING BANK SHALL INDEMNIFY,
HOLD HARMLESS AND REIMBURSE (WITHIN 10 DAYS AFTER DEMAND THEREFOR) BORROWERS AND
AGENT FOR ANY TAXES, LOSSES, CLAIMS, LIABILITIES, PENALTIES, INTEREST AND
EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES) INCURRED BY OR ASSERTED AGAINST
A BORROWER OR AGENT BY ANY GOVERNMENTAL AUTHORITY DUE TO SUCH LENDER'S OR
ISSUING BANK'S FAILURE TO DELIVER, OR INACCURACY OR DEFICIENCY IN, ANY
DOCUMENTATION REQUIRED