ANY REASONABLE
EXPENSES ARISING THEREFROM OR WITH RESPECT THERETO, WHETHER OR NOT SUCH
INDEMNIFIED TAXES WERE CORRECTLY OR LEGALLY IMPOSED OR ASSERTED BY THE RELEVANT
GOVERNMENTAL AUTHORITY.
A CERTIFICATE SETTING FORTH REASONABLE DETAIL AS TO THE
AMOUNT OF SUCH PAYMENT OR LIABILITY DELIVERED TO THE BORROWER BY A LENDER OR
AGENT (AS APPLICABLE) ON ITS OWN BEHALF OR ON BEHALF OF A LENDER SHALL BE
CONCLUSIVE ABSENT MANIFEST ERROR.
(D)
EACH NON-U.S. LENDER SHALL, TO THE EXTENT IT IS LEGALLY ENTITLED
TO DO SO:
(I)
DELIVER TO THE BORROWER AND THE ADMINISTRATIVE AGENT PRIOR TO THE
DATE ON WHICH THE FIRST PAYMENT TO SUCH NON-U.S. LENDER IS DUE HEREUNDER
TWO
COPIES OF EITHER (X) IN THE CASE OF A NON-U.S. LENDER CLAIMING EXEMPTION FROM
U.S. FEDERAL WITHHOLDING
68
TAX UNDER SECTION 871(H) OR 881(C) OF THE CODE WITH RESPECT TO PAYMENTS OF
"PORTFOLIO INTEREST", UNITED STATES INTERNAL REVENUE SERVICE FORM W-8BEN
(TOGETHER WITH A CERTIFICATE REPRESENTING THAT SUCH NON-U.S. LENDER IS NOT A
BANK FOR PURPOSES OF SECTION 881(C) OF THE CODE, IS NOT A 10-PERCENT SHAREHOLDER
(WITHIN THE MEANING OF SECTION 871(H)(3)(B) OF THE CODE) OF THE BORROWER AND IS
NOT A CONTROLLED FOREIGN CORPORATION RELATED TO THE BORROWER (WITHIN THE MEANING
OF SECTION 864(D)(4) OF THE CODE)), (Y) INTERNAL REVENUE SERVICE FORM W-8BEN OR
FORM W-8ECI, IN EACH CASE PROPERLY COMPLETED AND DULY EXECUTED BY SUCH NON-U.S.
LENDER CLAIMING COMPLETE EXEMPTION FROM, OR REDUCED RATE OF, U.S. FEDERAL
WITHHOLDING TAX ON PAYMENTS BY THE BORROWER UNDER THIS AGREEMENT OR (Z) INTERNAL
REVENUE SERVICE FORM W-8IMY AND ANY ATTACHMENTS (INCLUDING THE FORMS DESCRIBED
IN SUBCLAUSES (X) AND (Y) ABOVE, AS APPLICABLE); AND
(II)
DELIVER TO THE BORROWER AND THE ADMINISTRATIVE AGENT TWO FURTHER
COPIES OF ANY SUCH FORM OR CERTIFICATION (OR ANY APPLICABLE SUCCESSOR FORM) ON
OR BEFORE THE DATE THAT ANY SUCH FORM OR CERTIFICATION EXPIRES OR BECOMES
OBSOLETE, AFTER THE OCCURRENCE OF ANY EVENT REQUIRING A CHANGE IN THE MOST
RECENT FORM PREVIOUSLY DELIVERED BY IT TO THE BORROWER AND ADMINISTRATIVE AGENT
AND FROM TIME TO TIME AS REASONABLY REQUESTED BY THE BORROWER OR THE
ADMINISTRATIVE AGENT;
unless in any such case any Change in Law has occurred prior to the date on
which any such delivery would otherwise be required that renders any such form
inapplicable or would prevent such Non-U.S. Lender from duly completing and
delivering any such form with respect to it and such Non-U.S. Lender promptly so
advises the Borrower and the Administrative Agent.
Each Person that shall
become a Participant pursuant to Section 13.6 or a Lender pursuant to
Section 13.6 shall, upon the effectiveness of the related transfer, be required
to provide all the forms and statements required pursuant to this
Section 5.4(d), provided that in the case of a Participant such Participant
shall furnish all such required forms and statements to the Administrative Agent
and to the Lender from which the related participation shall have been
purchased.
(E)
[RESERVED].
(F)
EACH LENDER AND AGENT THAT IS ENTITLED TO AN