THE BORROWER, UPON THE REQUEST OF THE
LENDER OR AGENT, AGREES TO REPAY THE AMOUNT PAID OVER TO THE BORROWER (PLUS ANY
PENALTIES, INTEREST OR OTHER CHARGES IMPOSED BY THE RELEVANT GOVERNMENTAL
AUTHORITY) TO THE LENDER OR AGENT IN THE EVENT THE LENDER OR AGENT IS REQUIRED
TO REPAY SUCH REFUND TO SUCH GOVERNMENTAL AUTHORITY. A LENDER OR AGENT SHALL
CLAIM ANY REFUND OF INDEMNIFIED TAXES OR OTHER TAXES THAT IT DETERMINES IN ITS
SOLE DISCRETION, EXERCISED IN GOOD FAITH, IS AVAILABLE TO IT, UNLESS IT
CONCLUDES IN ITS SOLE DISCRETION THAT IT WOULD BE ADVERSELY AFFECTED BY MAKING
SUCH A CLAIM. NO LENDER OR AGENT SHALL BE OBLIGED TO DISCLOSE ANY INFORMATION
REGARDING ITS TAX AFFAIRS OR COMPUTATIONS OR ANY OTHER INFORMATION IT DEEMS
CONFIDENTIAL TO ANY CREDIT PARTY IN CONNECTION WITH THIS CLAUSE (H) OR ANY OTHER
PROVISION OF THIS SECTION 5.4.
(H)
IF THE BORROWER DETERMINES THAT A REASONABLE BASIS EXISTS FOR
CONTESTING A TAX, EACH LENDER OR AGENT, AS THE CASE MAY BE, SHALL USE REASONABLE
EFFORTS TO COOPERATE WITH THE BORROWER AS THE BORROWER MAY REASONABLY REQUEST IN
CHALLENGING SUCH TAX. SUBJECT TO THE PROVISIONS OF SECTION 2.12, EACH LENDER AND
AGENT AGREE TO USE REASONABLE EFFORTS TO COOPERATE WITH THE BORROWER AS THE
BORROWER MAY REASONABLY REQUEST TO MINIMIZE ANY AMOUNT PAYABLE BY THE BORROWER
OR ANY GUARANTOR PURSUANT TO THIS SECTION 5.4. THE BORROWER SHALL INDEMNIFY AND
HOLD EACH LENDER AND AGENT HARMLESS AGAINST ANY OUT-OF-POCKET EXPENSES INCURRED
BY SUCH PERSON IN CONNECTION WITH ANY REQUEST MADE BY THE BORROWER PURSUANT TO
THIS SECTION 5.4(H). NOTHING IN THIS SECTION 5.4(H) SHALL OBLIGATE ANY LENDER OR
AGENT TO TAKE ANY ACTION THAT SUCH PERSON, IN ITS SOLE JUDGMENT, DETERMINES MAY
RESULT IN A MATERIAL DETRIMENT TO SUCH PERSON.
(I)
EACH LENDER AND AGENT WITH RESPECT TO THE INITIAL TERM LOAN, EURO
TRANCHE TERM LOAN, DELAYED DRAW TERM LOAN AND ANY OTHER LOAN MADE TO THE
BORROWER THAT IS A UNITED STATES PERSON UNDER SECTION 7701(A)(30) OF THE CODE
(EACH, A "U.S. LENDER") SHALL, TO THE EXTENT IT CAN LEGALLY DO SO, DELIVER TO
THE BORROWER AND THE ADMINISTRATIVE AGENT TWO UNITED STATES INTERNAL REVENUE
SERVICE FORMS W-9 (OR SUBSTITUTE OR SUCCESSOR FORM), PROPERLY COMPLETED AND DULY
EXECUTED, CERTIFYING THAT SUCH LENDER OR AGENT IS EXEMPT FROM UNITED STATES
FEDERAL BACKUP WITHHOLDING TAX (I) ON OR PRIOR TO THE CLOSING DATE (OR ON OR
PRIOR TO THE DATE IT BECOMES A PARTY TO THIS AGREEMENT), (II) ON OR BEFORE THE
DATE THAT SUCH FORM EXPIRES OR BECOMES OBSOLETE, (III) AFTER THE OCCURRENCE OF A
CHANGE IN THE AGENT'S OR LENDER'S CIRCUMSTANCES REQUIRING A CHANGE IN THE MOST
RECENT FORM PREVIOUSLY DELIVERED BY IT TO THE BORROWER AND THE ADMINISTRATIVE
AGENT, AND (IV) FROM TIME TO TIME THEREAFTER IF REASONABLY REQUESTED BY THE
BORROWER OR THE ADMINISTRATIVE AGENT.
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(J)
THE AGREEMENTS IN THIS SECTION 5.4 SHALL SURVIVE THE TERMINATION
OF THIS AGREEMENT AND THE PAYMENT OF THE LOANS AND ALL OTHER AMOUNTS PAYABLE
HEREUNDER.