PROVIDED THAT CLAUSE
(II)(A) SHALL NOT APPLY TO ANY ASSIGNEE OR NEW LENDING OFFICE PURSUANT TO A
REQUEST BY THE BORROWER.
IF ANY SUCH NON-EXCLUDED TAXES, LEVIES, IMPOSTS,
DUTIES, CHARGES, FEES, DEDUCTIONS OR WITHHOLDINGS ("NON-EXCLUDED TAXES") ARE
REQUIRED TO BE WITHHELD FROM ANY AMOUNTS PAYABLE UNDER THIS AGREEMENT, THE
CREDIT PARTIES SHALL INCREASE THE AMOUNTS PAYABLE TO THE ADMINISTRATIVE AGENT OR
SUCH LENDER TO THE EXTENT NECESSARY TO YIELD TO THE ADMINISTRATIVE AGENT OR SUCH
LENDER (AFTER PAYMENT OF ALL NON-EXCLUDED TAXES) INTEREST OR ANY SUCH OTHER
AMOUNTS PAYABLE HEREUNDER AT THE RATES OR IN THE AMOUNTS SPECIFIED IN THIS
AGREEMENT.
WHENEVER ANY NON-EXCLUDED TAXES ARE PAYABLE BY THE CREDIT PARTIES AS
PROMPTLY AS POSSIBLE THEREAFTER THE CREDIT PARTIES SHALL SEND TO THE
ADMINISTRATIVE AGENT FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH LENDER, AS
THE CASE MAY BE, A CERTIFIED COPY OF AN ORIGINAL OFFICIAL RECEIPT (OR OTHER
EVIDENCE ACCEPTABLE TO SUCH LENDER, ACTING REASONABLY) RECEIVED BY THE CREDIT
PARTIES SHOWING PAYMENT THEREOF.
THE AGREEMENTS IN THIS SECTION 5.4(A) SHALL
SURVIVE THE TERMINATION OF THIS AGREEMENT AND THE PAYMENT OF THE LOANS AND ALL
OTHER AMOUNTS PAYABLE HEREUNDER.
(B)
[RESERVED].
(C)
BORROWER SHALL INDEMNIFY AND HOLD HARMLESS
THE ADMINISTRATIVE AGENT AND EACH LENDER WITHIN 15 BUSINESS DAYS AFTER WRITTEN
DEMAND THEREFOR, FOR THE FULL AMOUNT OF ANY NON-EXCLUDED 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 BORROWER OR ANY GUARANTOR
HEREUNDER OR UNDER ANY OTHER CREDIT DOCUMENT (INCLUDING NON-EXCLUDED TAXES
IMPOSED OR ASSERTED ON OR ATTRIBUTABLE TO AMOUNTS PAYABLE UNDER THIS
SECTION 5.4) AND ANY INTEREST, PENALTIES AND REASONABLE EXPENSES ARISING
THEREFROM OR WITH RESPECT THERETO, WHETHER OR NOT SUCH NON-EXCLUDED TAXES WERE
CORRECTLY OR LEGALLY IMPOSED OR ASSERTED BY THE RELEVANT GOVERNMENTAL
AUTHORITY.
A CERTIFICATE AS TO THE AMOUNT OF SUCH PAYMENT OR LIABILITY
DELIVERED TO BORROWER BY A LENDER OR BY THE ADMINISTRATIVE AGENT ON ITS OWN
BEHALF OR ON BEHALF OF A LENDER SHALL BE CONCLUSIVE ABSENT MANIFEST ERROR.
(D)
EACH NON-U.S. LENDER SHALL:
51
(I)
DELIVER TO THE BORROWER AND THE
ADMINISTRATIVE AGENT ON OR BEFORE THE DATE IT BECOMES A LENDER TWO COPIES OF
EITHER (X) IN THE CASE OF 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)), OR (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.