ACCOUNT OF A LENDER OR AGENT, AS THE CASE MAY BE, A CERTIFIED
COPY OF AN ORIGINAL OFFICIAL RECEIPT (OR OTHER EVIDENCE ACCEPTABLE TO SUCH
LENDER OR AGENT, ACTING REASONABLY) RECEIVED BY THE BORROWER OR SUCH GUARANTOR
SHOWING PAYMENT THEREOF.
(B)
THE BORROWER SHALL TIMELY PAY AND SHALL INDEMNIFY AND HOLD
HARMLESS EACH AGENT AND LENDER (WHETHER OR NOT SUCH OTHER TAXES WERE CORRECTLY
OR LEGALLY IMPOSED OR ASSERTED BY THE RELEVANT GOVERNMENTAL AUTHORITY) WITH
REGARD TO ANY OTHER TAXES.
81
(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, THE
COLLATERAL 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 CREDIT 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 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 WITH RESPECT TO THE INITIAL TERM LOAN,
DELAYED DRAW TERM LOAN, EURO TRANCHE TERM LOAN OR ANY OTHER LOAN MADE TO THE
BORROWER 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