THE LOAN
ACCOUNT OF BORROWERS THE AMOUNT OF SUCH REFUND PLUS ANY INTEREST RECEIVED (BUT
ONLY TO THE EXTENT OF
58
INDEMNITY PAYMENTS MADE, OR ADDITIONAL AMOUNTS PAID, BY OR ON BEHALF OF
BORROWERS UNDER THIS SECTION 6.5 WITH RESPECT TO THE TAXES OR OTHER TAXES GIVING
RISE TO SUCH REFUND).
IF A LENDER (OR ANY TRANSFEREE) CLAIMS A TAX CREDIT IN
RESPECT OF ANY TAXES FOR WHICH IT HAS BEEN INDEMNIFIED BY BORROWERS PURSUANT TO
THIS SECTION 6.5, SUCH LENDER WILL APPLY THE AMOUNT OF THE ACTUAL DOLLAR BENEFIT
RECEIVED BY SUCH LENDER AS A RESULT THEREOF, AS REASONABLY CALCULATED BY SUCH
LENDER AND NET OF ALL EXPENSES RELATED THERETO, TO THE LOANS MADE BY SUCH
LENDER.
IF TAXES OR OTHER TAXES WERE NOT CORRECTLY OR LEGALLY ASSERTED, AGENT
OR SUCH LENDER SHALL, UPON EACH BORROWER'S REQUEST AND AT THE EXPENSE OF EACH
BORROWER, PROVIDE SUCH DOCUMENTS TO BORROWERS IN FORM AND SUBSTANCE SATISFACTORY
TO AGENT, AS BORROWERS MAY REASONABLY REQUEST, TO ENABLE BORROWERS TO CONTEST
SUCH TAXES OR OTHER TAXES PURSUANT TO APPROPRIATE PROCEEDINGS THEN AVAILABLE TO
BORROWERS (SO LONG AS PROVIDING SUCH DOCUMENTS SHALL NOT, IN THE GOOD FAITH
DETERMINATION OF AGENT OR THE LENDER, HAVE A REASONABLE LIKELIHOOD OF RESULTING
IN ANY LIABILITY OF AGENT OR SUCH LENDER FOR WHICH AGENT HAS NOT ESTABLISHED A
RESERVE). THE INDEMNITY PROVIDED FOR HEREIN SHALL SURVIVE THE PAYMENT OF THE
OBLIGATIONS AND THE TERMINATION OF THIS AGREEMENT BUT SHALL NOT SURVIVE THE
STATUTE OF LIMITATIONS APPLICABLE TO ANY LIABILITY FOR THE RELEVANT TAXES,
EXCEPT TO THE EXTENT THAT AGENT OR ANY LENDER IS SUBJECT TO A CLAIM FOR WHICH IT
IS ENTITLED FOR INDEMNIFICATION BY BORROWERS, NOTWITHSTANDING THAT THE STATUTE
OF LIMITATIONS HAS EXPIRED.
A CERTIFICATE AS TO THE AMOUNT OF SUCH PAYMENT OR
LIABILITY AND SETTING FORTH IN REASONABLE DETAIL THE CALCULATION AND BASIS FOR
SUCH PAYMENT OR LIABILITY DELIVERED TO BORROWERS BY A LENDER OR BY AGENT ON ITS
OWN BEHALF OR ON BEHALF OF A LENDER, SHALL BE CONCLUSIVE, ABSENT MANIFEST ERROR.
(E)
EACH LENDER THAT IS ORGANIZED UNDER THE LAWS OF A
JURISDICTION OUTSIDE THE UNITED STATES (A "NON-U.S. LENDER") AGREES THAT IT
SHALL PROMPTLY (OR, IN THE CASE OF A LENDER WHICH BECOMES A PARTY HERETO
PURSUANT TO SECTION 13.7 HEREOF, PROMPTLY AFTER THE DATE UPON WHICH SUCH LENDER
BECOMES A PARTY HERETO) DELIVER TO THE AGENT (OR, IN THE CASE OF AN ASSIGNEE OF
A LENDER WHICH (X) IS AN AFFILIATE OF SUCH LENDER OR A RELATED FUND OF SUCH
LENDER AND (Y) DOES NOT DELIVER AN ASSIGNMENT AND ACCEPTANCE TO THE AGENT
PURSUANT TO THE LAST SENTENCE OF SECTION 13.7(A) FOR RECORDATION PURSUANT TO
SECTION 13.7(B), TO THE ASSIGNING LENDER ONLY, AND IN THE CASE OF A PARTICIPANT,
TO THE LENDER GRANTING THE PARTICIPATION ONLY) TWO PROPERLY COMPLETED AND DULY
EXECUTED COPIES OF EITHER U.S. INTERNAL REVENUE SERVICE FORM W-8BEN, W-8ECI OR
W-8IMY OR ANY SUBSEQUENT VERSIONS THEREOF OR SUCCESSORS THERETO, IN EACH CASE
CLAIMING COMPLETE EXEMPTION FROM, OR REDUCED RATE