AUTHORITY) WITH
REGARD TO ANY OTHER TAXES.
(C)
THE BORROWER SHALL INDEMNIFY AND HOLD HARMLESS EACH AGENT AND
LENDER WITHIN 20 BUSINESS DAYS AFTER WRITTEN DEMAND THEREFOR, FOR THE FULL
AMOUNT OF ANY INDEMNIFIED TAXES IMPOSED ON THE ADMINISTRATIVE AGENT OR SUCH
LENDER, AS THE CASE MAY BE, ON OR WITH RESPECT TO ANY PAYMENT BY OR ON ACCOUNT
OF ANY OBLIGATION OF THE BORROWER OR ANY GUARANTOR HEREUNDER OR UNDER ANY OTHER
LOAN DOCUMENT (INCLUDING INDEMNIFIED TAXES IMPOSED OR ASSERTED ON OR
ATTRIBUTABLE TO AMOUNTS PAYABLE UNDER THIS SECTION 5.4) AND 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
65
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 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