PAYMENT
THEREOF.
(D)
INDEMNIFICATION.
WITHOUT DUPLICATION OF ANY ADDITIONAL
AMOUNTS PAID PURSUANT TO SECTION 2.17(B), THE BORROWER SHALL REIMBURSE AND
INDEMNIFY, WITHIN 30 DAYS AFTER RECEIPT OF DEMAND THEREFOR (WITH COPY TO THE
ADMINISTRATIVE AGENT), EACH SECURED PARTY FOR ALL TAXES AND OTHER TAXES
(INCLUDING ANY TAXES AND OTHER TAXES IMPOSED BY ANY JURISDICTION ON AMOUNTS
PAYABLE UNDER THIS SECTION 2.17) PAID BY SUCH SECURED PARTY AND ALL LIABILITIES
WITH RESPECT THERETO, WHETHER OR NOT SUCH TAXES OR OTHER TAXES WERE CORRECTLY OR
LEGALLY ASSERTED, PROVIDED THAT, IF THE BORROWER DETERMINES THAT ANY SUCH TAXES
OR OTHER TAXES WERE NOT CORRECTLY OR LEGALLY IMPOSED OR ASSERTED, THE RELEVANT
SECURED PARTY SHALL ALLOW THE BORROWER TO CONTEST, THE IMPOSITION OF SUCH TAX
UPON THE REASONABLE REQUEST OF THE BORROWER AND AT THE BORROWER'S EXPENSE.
A
CERTIFICATE OF THE SECURED PARTY (OR OF THE ADMINISTRATIVE AGENT ON BEHALF OF
SUCH SECURED PARTY) CLAIMING ANY COMPENSATION UNDER THIS CLAUSE (D), SETTING
FORTH THE AMOUNTS TO BE PAID THEREUNDER AND DELIVERED TO THE BORROWER WITH COPY
TO THE ADMINISTRATIVE AGENT (TOGETHER WITH ANY SUPPORTING DETAIL REASONABLY
REQUESTED BY THE BORROWER), SHALL BE CONCLUSIVE, BINDING AND FINAL FOR ALL
PURPOSES, ABSENCE MANIFEST ERROR.
(E)
MITIGATION.
ANY SECURED PARTY CLAIMING ANY ADDITIONAL
AMOUNTS PAYABLE PURSUANT TO THIS SECTION 2.17 SHALL USE ITS REASONABLE EFFORTS
(CONSISTENT WITH ITS INTERNAL POLICIES AND REQUIREMENTS OF LAW) TO CHANGE THE
JURISDICTION OF ITS LENDING OFFICE IF SUCH A CHANGE WOULD REDUCE ANY SUCH
ADDITIONAL AMOUNTS (OR ANY SIMILAR AMOUNT THAT MAY THEREAFTER ACCRUE) AND WOULD
NOT, IN THE SOLE DETERMINATION OF SUCH LENDER, BE OTHERWISE DISADVANTAGEOUS TO
SUCH LENDER.
(F)
TAX FORMS.
(I) EACH NON-U.S. LENDER PARTY THAT, AT ANY OF
THE FOLLOWING TIMES, IS ENTITLED TO AN EXEMPTION FROM OR REDUCTION OF UNITED
STATES WITHHOLDING TAX SHALL (W) ON OR PRIOR TO THE DATE SUCH NON-U.S. LENDER
PARTY BECOMES A "NON-U.S. LENDER PARTY" HEREUNDER, (X) ON OR PRIOR TO THE DATE
ON WHICH ANY SUCH FORM OR CERTIFICATION EXPIRES OR BECOMES OBSOLETE, (Y) AFTER
THE OCCURRENCE OF ANY EVENT OR CHANGE IN FACTS REQUIRING A CHANGE IN THE MOST
RECENT FORM OR CERTIFICATION PREVIOUSLY DELIVERED BY IT PURSUANT TO THIS
CLAUSE (I) AND (Z) FROM TIME TO TIME IF REQUESTED BY THE BORROWER OR THE
ADMINISTRATIVE AGENT (OR, IN THE CASE OF A PARTICIPANT OR SPV, THE RELEVANT
LENDER), PROVIDE THE ADMINISTRATIVE AGENT AND THE BORROWER (OR, IN THE CASE OF A
PARTICIPANT OR SPV, THE RELEVANT LENDER) WITH TWO PROPERLY COMPLETED AND DULY
EXECUTED ORIGINALS OF EACH OF THE FOLLOWING, AS APPLICABLE:
(A) IRS FORM W-8ECI
(CLAIMING EXEMPTION FROM U.S. WITHHOLDING TAX BECAUSE THE INCOME IS EFFECTIVELY
CONNECTED WITH A U.S. TRADE OR BUSINESS), W-8BEN (CLAIMING EXEMPTION FROM, OR A
REDUCTION OF, U.S. WITHHOLDING TAX UNDER AN INCOME TAX
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TREATY), AS APPLICABLE, OR ANY SUCCESSOR FORMS THERETO, AND (B) IN THE CASE OF A
NON-U.S. LENDER PARTY CLAIMING EXEMPTION UNDER SECTIONS 871(H) OR 881(C) OF THE
CODE, FORM W-8BEN (CLAIMING EXEMPTION FROM U.S. WITHHOLDING TAX UNDER