AND BE INCOME OF THE BORROWER. THE BORROWER
SHALL BE RESPONSIBLE FOR DETERMINING ANY REQUIREMENTS FOR PAYING TAXES OR
REPORTING OR WITHHOLDING ANY PAYMENTS FOR TAX PURPOSES HEREUNDER. THE BORROWER
SHALL PREPARE AND FILE ALL TAX INFORMATION REQUIRED WITH RESPECT TO THE PROJECT
ACCOUNTS. THE BORROWER AGREES TO INDEMNIFY AND HOLD EACH SENIOR SECURED PARTY
AND EACH SECOND LIEN CLAIMHOLDER HARMLESS AGAINST ALL LIABILITY FOR TAX
WITHHOLDING AND/OR REPORTING FOR ANY INVESTMENT INCOME EARNED ON THE PROJECT
ACCOUNTS AND PAYMENTS IN RESPECT THEREOF. SUCH
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INDEMNITIES SHALL SURVIVE THE TERMINATION OR DISCHARGE OF THIS ACCOUNTS
AGREEMENT OR RESIGNATION OF THE ACCOUNTS BANK. NONE OF THE COLLATERAL AGENT, THE
ACCOUNTS BANK, THE SECOND LIEN AGENT, ANY SENIOR SECURED PARTY OR ANY SECOND
LIEN CLAIMHOLDER SHALL HAVE ANY OBLIGATION WITH RESPECT TO THE MAKING OF OR THE
REPORTING OF ANY PAYMENTS FOR TAX PURPOSES. FROM TIME TO TIME, AND AS REASONABLY
REQUESTED BY THE ACCOUNTS BANK, THE BORROWER SHALL PROVIDE TO THE ACCOUNTS BANK
A UNITED STATES DEPARTMENT OF THE TREASURY INTERNAL REVENUE SERVICE TAX FORM W-9
OR OTHER APPROPRIATE FORM REQUIRED WITH RESPECT TO THE WITHHOLDING OR EXEMPTION
FROM WITHHOLDING OF INCOME TAX ON ANY INVESTMENT INCOME EARNED ON THE PROJECT
ACCOUNTS. THE ACCOUNTS BANK SHALL BE ENTITLED TO RELY ON AN OPINION OF LEGAL
COUNSEL (WHICH MAY BE COUNSEL TO THE BORROWER) IN CONNECTION WITH THE REPORTING
OF ANY EARNINGS WITH RESPECT HERETO.
SECTION 16.04
ACCOUNTS INFORMATION. (A) THE ACCOUNTS BANK WILL:
(I)
WITHIN TEN (10) BUSINESS DAYS AFTER THE END OF THE MONTH IN WHICH
THE FIRST DEPOSIT IS MADE INTO ANY PROJECT ACCOUNT AND WITHIN TEN (10) BUSINESS
DAYS AFTER THE END OF EACH MONTH THEREAFTER, PROVIDE THE BORROWER, THE
COLLATERAL AGENT AND THE ADMINISTRATIVE AGENT A REPORT WITH RESPECT TO THE
PROJECT ACCOUNTS, SETTING FORTH IN REASONABLE DETAIL ALL DEPOSITS TO AND
DISBURSEMENTS FROM EACH OF THE PROJECT ACCOUNTS DURING SUCH MONTH, INCLUDING THE
DATE ON WHICH MADE, AND THE BALANCES OF AND ANY INVESTMENTS IN EACH OF THE
PROJECT ACCOUNTS AT THE END OF SUCH MONTH, INCLUDING INFORMATION REGARDING
CATEGORIES, AMOUNTS, MATURITIES AND ISSUERS OF CASH EQUIVALENTS; AND
(II)
WITHIN TEN (10) BUSINESS DAYS AFTER RECEIPT OF ANY WRITTEN
REQUEST BY THE BORROWER, THE COLLATERAL AGENT, THE ADMINISTRATIVE AGENT OR THE
SECOND LIEN AGENT, PROVIDE TO THE BORROWER, THE COLLATERAL AGENT, THE
ADMINISTRATIVE AGENT OR THE SECOND LIEN AGENT, AS THE CASE MAY BE, SUCH OTHER
INFORMATION AS THE BORROWER, THE COLLATERAL AGENT, THE ADMINISTRATIVE AGENT, OR
THE SECOND LIEN AGENT, AS THE CASE MAY BE, MAY REASONABLY SPECIFY REGARDING ALL
CASH EQUIVALENTS AND ANY OTHER INVESTMENTS MADE BY THE ACCOUNTS BANK PURSUANT
HERETO AND REGARDING AMOUNTS AVAILABLE IN THE PROJECT ACCOUNTS.
(B)
THE ACCOUNTS BANK WILL MAINTAIN ALL OF THE PROJECT ACCOUNTS AND ALL
BOOKS AND RECORDS WITH RESPECT THERETO AS MAY BE NECESSARY TO RECORD PROPERLY
ALL TRANSACTIONS CARRIED OUT BY IT UNDER THIS ACCOUNTS AGREEMENT.
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(C)
IF ANY CASH EQUIVALENT CEASES TO BE A CASH EQUIVALENT, THE ACCOUNTS
BANK WILL,