ADDITIONAL AMOUNTS FROM ANY CREDIT PARTY WITH
RESPECT TO SUCH WITHHOLDING TAX PURSUANT TO THIS SECTION 2.19.
49
(C)
PAYMENT OF OTHER TAXES.
WITHOUT LIMITING
THE PROVISIONS OF PARAGRAPH (B) ABOVE, THE BORROWER SHALL TIMELY PAY OTHER TAXES
TO THE RELEVANT GOVERNMENTAL AUTHORITY IN ACCORDANCE WITH APPLICABLE LAW.
(D)
INDEMNIFICATION BY THE BORROWER.
THE
BORROWER SHALL INDEMNIFY THE ADMINISTRATIVE AGENT, EACH LENDER AND THE
COLLATERAL AGENT, WITHIN 10 BUSINESS DAYS AFTER WRITTEN DEMAND THEREFOR, FOR THE
FULL AMOUNT OF ANY TAXES (OTHER THAN A TAX ON THE OVERALL NET INCOME) OR OTHER
TAXES (INCLUDING SUCH TAXES OR OTHER TAXES IMPOSED OR ASSERTED ON OR
ATTRIBUTABLE TO AMOUNTS PAYABLE UNDER THIS SECTION) PAYABLE BY THE
ADMINISTRATIVE AGENT, THE COLLATERAL AGENT OR SUCH LENDER, AS THE CASE MAY BE,
AND REASONABLE EXPENSES ARISING THEREFROM OR WITH RESPECT THERETO, WHETHER OR
NOT SUCH TAXES OR OTHER 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 THE BORROWER BY A LENDER OR THE COLLATERAL
AGENT (WITH A COPY TO THE ADMINISTRATIVE AGENT), OR BY THE ADMINISTRATIVE AGENT
ON ITS OWN BEHALF OR ON BEHALF OF A LENDER, SETTING FORTH IN REASONABLE DETAIL
THE MANNER IN WHICH SUCH AMOUNT WAS DETERMINED, SHALL BE CONCLUSIVE ABSENT
MANIFEST ERROR.
(E)
EVIDENCE OF EXEMPTION FROM U.S. FEDERAL
WITHHOLDING TAX.
TO THE EXTENT IT IS LEGALLY ENTITLED TO DO SO: EACH LENDER
THAT IS NOT A UNITED STATES PERSON (AS SUCH TERM IS DEFINED IN SECTION
7701(A)(30) OF THE INTERNAL REVENUE CODE) FOR U.S. FEDERAL INCOME TAX PURPOSES
(A "NON-US LENDER") SHALL DELIVER TO THE ADMINISTRATIVE AGENT FOR TRANSMISSION
TO THE BORROWER, ON OR PRIOR TO THE CLOSING DATE (IN THE CASE OF EACH LENDER
LISTED ON THE SIGNATURE PAGES HEREOF ON THE CLOSING DATE) OR ON OR PRIOR TO THE
DATE OF THE ASSIGNMENT AGREEMENT PURSUANT TO WHICH IT BECOMES A LENDER (IN THE
CASE OF EACH OTHER LENDER), AND AT SUCH OTHER TIMES AS MAY BE NECESSARY IN THE
DETERMINATION OF THE BORROWER OR THE ADMINISTRATIVE AGENT (EACH IN THE
REASONABLE EXERCISE OF ITS DISCRETION), (I) TWO ORIGINAL COPIES OF INTERNAL
REVENUE SERVICE FORM W-8BEN OR W-8ECI (OR ANY SUCCESSOR FORMS), PROPERLY
COMPLETED AND DULY EXECUTED BY SUCH LENDER, AND SUCH OTHER DOCUMENTATION
REQUIRED UNDER THE INTERNAL REVENUE CODE AND REASONABLY REQUESTED BY THE
BORROWER TO ESTABLISH THAT SUCH LENDER IS NOT SUBJECT TO DEDUCTION OR
WITHHOLDING OF UNITED STATES FEDERAL INCOME TAX WITH RESPECT TO ANY PAYMENTS TO
SUCH LENDER OF PRINCIPAL, INTEREST, FEES OR OTHER AMOUNTS PAYABLE UNDER ANY OF
THE CREDIT DOCUMENTS, OR (II) IF SUCH LENDER IS NOT A "BANK" OR OTHER PERSON
DESCRIBED IN SECTION 881(C)(3) OF THE INTERNAL REVENUE CODE AND CANNOT DELIVER
EITHER INTERNAL REVENUE SERVICE FORM W-8ECI OR FORM W-8BEN PURSUANT TO CLAUSE
(I) ABOVE, A CERTIFICATE RE NON-BANK STATUS TOGETHER WITH TWO ORIGINAL COPIES OF
INTERNAL REVENUE SERVICE FORM W-8BEN (OR ANY SUCCESSOR FORM), PROPERLY COMPLETED
AND DULY EXECUTED BY